| Item 1.01. | Entry into a Material Definitive Agreement |
On July 18, 2019, Amarin Corporation plc (the “Company,” “we,” “us” and “our”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Jefferies LLC and Cantor Fitzgerald & Co., as representatives of the underwriters named therein (the “Underwriters”), pursuant to which the Company (i) agreed to issue and sell 22,222,223 American Depositary Shares (“ADSs”) to the Underwriters at a price of $17.235 per share, which price includes what might be deemed an underwriting fee, and such ADSs were offered and sold to the public at a price of $18.00 per share, and (ii) granted the Underwriters an option for 30 days to purchase up to an additional 3,333,333 ADSs that may be sold upon the exercise of such option by the Underwriters at the same share price, with each ADS representing one of the Company’s ordinary shares, par value £0.50 per share, in an underwritten public offering pursuant to a Registration Statement on FormS-3ASR (FileNo. 333-216385) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “Offering”).
The Company estimates that the net proceeds from the sale of the 22,222,223 ADSs in the Offering will be approximately $382.0 million, or approximately $439.5 million if the Underwriters exercise in full their option to purchase 3,333,333 additional ADSs, after deducting the estimated offering expenses payable by the Company. The Offering closed on July 23, 2019. The Company currently intends to use the net proceeds from the Offering (1) to support the ongoing and expanding commercialization of Vascepa® (icosapent ethyl) assuming the FDA approves our supplemental new drug application seeking an expanded indication for Vascepa in the United States based on the positive results of ourREDUCE-IT™ study, including (i) doubling the size of its existing sales force, (ii) increasing branded andnon-branded advertising, and (iii) supporting its expanded commercial operations; (2) to increase commercial supply of Vascepa from third-party drug product suppliers; and (3) for general corporate purposes. The Company may also use a portion of the net proceeds to acquire strategic assets, although it currently has no agreements or commitments in this regard.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. The Underwriting Agreement has been filed with this report to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing is only a brief description of the material terms of the Underwriting Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of K&L Gates LLP relating to the legality of the issuance and sale of the ADSs in the Offering is attached as Exhibit 5.1 hereto.
On July 17, 2019, the Company issued a press release announcing the commencement of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On July 18, 2019, the Company issued a press release announcing that it had priced the Offering. A copy of this press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits
Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibits are deemed to have been filed with the Securities and Exchange Commission:
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