UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2019
Nightstar Therapeutics plc
(Exact Name of Registrant as Specified in Its Charter)
| England and Wales | 001-38217 | 98-1413750 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10 Midford Place, 2nd Floor London W1T 5BJ United Kingdom | ||
| (Address of Principal Executive Offices) | (Zip Code) |
+44 (0)20 7062 2777
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| American Depositary Shares, each representing one Ordinary share, nominal value £0.01 per share | NITE | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
| ☒ | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On June 7, 2019 (the “Effective Date”), pursuant to the Implementation Agreement, dated as of March 4, 2019 (the “Implementation Agreement”), by and among Nightstar Therapeutics plc, a public limited company incorporated in England and Wales (“Nightstar”), Biogen Switzerland Holdings GmbH, a limited liability company incorporated in Switzerland (“Bidder”) and Tungsten Bidco Limited, a limited liability company incorporated in England and Wales and a wholly-owned subsidiary of Bidder (“Bidco”), Bidco acquired the entire issued share capital of Nightstar, par value £0.01 per share (“Nightstar Shares”), for $25.50 in cash per share (the “Consideration”) and Nightstar become a wholly-owned subsidiary of Bidco (the “Acquisition”). Under the terms of the Implementation Agreement, the Acquisition was implemented by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme”).
The foregoing description of the Scheme and the Acquisition is not complete and is qualified in its entirety by reference to the Implementation Agreement filed as Exhibit 2.1 to Nightstar’s Current Report on Form8-K filed on March 4, 2019, which is incorporated herein in its entirety by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On the Effective Date, Nightstar notified the Nasdaq Global Market (“Nasdaq”) that the Scheme had become effective and requested that Nasdaq file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing and registration on Form 25 to effect the delisting from Nasdaq of Nightstar American Depositary Shares (the “Nightstar ADSs”) and the deregistration of the Nightstar ADSs under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Nightstar ADSs will no longer be listed on Nasdaq. Nightstar requested that Nasdaq halt trading in the Nightstar ADSs on June 7, 2019 and suspend the trading of the Nightstar ADSs effective June 10, 2019. In addition, Nightstar intends to file a certification on Form 15 with the SEC requesting the termination of registration of Nightstar ADSs under Section 12(g) of the Exchange Act and the suspension of Nightstar’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Nightstar ADSs.
The information set forth in Item 2.01 of this Current Report on Form8-K is incorporated by reference in this Item 3.01.
| Item 3.03 | Material Modification to Rights of Security Holders |
On the Effective Date, holders of Nightstar ADSs and Nightstar shares ceased to have any rights as shareholders of Nightstar, other than their right to receive the Consideration.
The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on Form8-K is incorporated by reference in this Item 3.03.
| Item 5.01 | Change in Control of Registrant |
On the Effective Date, a change of control of Nightstar occurred, and Nightstar is now a wholly-owned subsidiary of Bidco.
The information set forth in Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 5.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
On the Effective Date, in connection with the Acquisition, each of the seven directors of Nightstar immediately prior to the Acquisition (Paula Cobb, David Fellows, Chris Hollowood, David Lubner, James McArthur, David Mott, and Scott Whitcup) voluntarily resigned from the board of directors of Nightstar and from all committees of the board of directors on which they served, and the directors became Steven Green and Trevor Mill.
Also on the Effective Date, following the Acquisition, the Nightstar board of directors removed David Fellows (Chief Executive Officer), Gregory Robinson, PhD. (Chief Scientific Officer), and Senthil Sundaram (Chief Financial Officer), from their respective positions as officers of Nightstar. Nightstar did not appoint new officers to serve in such positions.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 10, 2019, the Nightstar board of directors adopted, amended and restated articles of association pursuant to a special resolution and Nightstar applied to the Registrar of Companies for England and Wales (i) tore-register as a private limited company, (ii) to change its name to “Nightstar Therapeutics Limited” and (iii) to adopt amended and restated articles of association to reflect there-registration. On June 10, 2019, the Registrar of Companies for England and Wales issued a new certificate of incorporation andre-registration was made effective.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 10, 2019
| NIGHTSTAR THERAPEUTICS PLC | ||
| By: | /s/ Steven Green | |
| Name: Steven Green | ||
| Title: Director | ||
