UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of July, 2019
Commission File Number 001-38522
Realm Therapeutics plc
(Translation of registrant’s name into English)
267 Great Valley Parkway
Malvern, PA 19355
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On 30 July, 2019 Realm Therapeutics plc (“Realm” or the “Company”) (NASDAQ: RLM), announced that the High Court of Justice in England and Wales has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”) by which the recommended offer by ESSA Pharma Inc.(“Essa”) (NASDAQ: EPIX; TSX-V: EPI)for the entire issued share capital of Realm is being implemented.
It is intended that the order of the court sanctioning the Scheme will be delivered to the Registrar of Companies in England and Wales on 31 July 2019. Accordingly it is expected that the Scheme will become Effective on 31 July 2019.
Full terms and conditions of the Scheme remain the same as set out in the scheme document published by Realm on 29 May 2019 (the “Scheme Document”). An updated expected timetable of principal events is set out below.
| Event | Time/date | |||
| Scheme Record Time | 6.00 p.m. 30 July 2019 | |||
| Effective Date of the Scheme | 31 July 2019 | |||
| Issue of New Essa Shares | 31 July 2019 | |||
| Listing of New Essa Shares on TSXV and Nasdaq | 31 July 2019 | |||
| Suspension of trading of Realm ADSs on Nasdaq | 31 July 2019 | |||
| New Essa Shares registered through the DRS | By 8 August 2019 | |||
| Essa CDIs credited to CREST accounts (in respect of Realm Scheme Shares held in uncertificated form only) | By 8 August 2019 | |||
| Despatch of statements of entitlement relating to New Essa Shares held through DRS (in respect of Realm Scheme Shares held in certificated form only) and payment of fractional entitlements | By 8 August 2019 | |||
| Crediting of New Essa Shares for Realm ADS Holders | By 12 August 2019 |
Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document.
The Exhibit to this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Exhibit | ||
| 99.1 | Press Release, dated July 30, 2019 | |
SIGNATURES
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, thereunto duly authorized.
| Realm Therapeutics plc | ||
| July 30, 2019 | By: | /s/ Marella Thorell |
| Marella Thorell | ||
| Chief Financial Officer and Chief Operating Officer | ||
