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FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of November 2015

Commission File Number: 001-36686

Forward Pharma A/S

Østergade 24A, 1

1100 Copenhagen K, Denmark

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 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).

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

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Included in this Report of Foreign Private Issuer on Form 6-K is information regarding Forward Pharma A/S’s financial results for the fiscal quarter ended September 30, 2015.  Unless otherwise indicated or the context otherwise requires, all references in this report to “Forward Pharma A/S” refer to Forward Pharma A/S, and all references to “we,” “us,” “our,” “Forward Pharma,” the “Parent,” the “Company” or similar terms refer to Forward Pharma A/S or Forward Pharma A/S and its wholly owned subsidiaries, Forward Pharma GmbH and Forward Pharma USA, LLC, as the context may require.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this report may constitute “forward-looking statements” of the Company within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include, but are not limited to: statements which contain language such as: “believe,” “expect,” “hope,” “would” and “potential.”  Forward-looking statements are predictions only which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed in such statements. Many such risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward-looking statements and include, among others, the following: the Company’s ability to obtain issued patents with protective claims; the Company’s ability to prevail in or obtain a favorable decision in its pending patent interference action; the Company’s ability to recover damages in any such action; uncertainties relating to our development plans; risks and uncertainties related to the scope, validity and enforceability of our intellectual property rights in general and the impact on us of patents and other intellectual property of third parties; our ability to commercialize and generate revenue from our sole clinical candidate, FP187; clinical development, and clinical trials of FP187 may not be successful; initiation and completion of required clinical trials may take longer than we anticipate, which could result in increased costs, limit our access to funding and delay or limit our ability to obtain regulatory approval for FP187. Given the uncertainties, assumptions and risk factors associated with this type of information, including those described above, investors are cautioned that the information may not be appropriate for other purposes. You should read our Annual Report on Form 20-F filed with the Securities Exchange Commission on March 25, 2015 that contains more detailed information about the Company and risks associated with our business.

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Item 1. Unaudited Interim Condensed Consolidated Financial Statements and Notes thereto

Interim Condensed Consolidated Statement of Financial Position

as of September 30, 2015, Unaudited, and December 31, 2014

Assets

Equity and Liabilities

See accompanying notes to these interim condensed consolidated financial statements

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Unaudited Interim Condensed Consolidated Statement of Profit or Loss

for the three month periods ended September 30, 2015 and 2014

amounts in thousands except per share amounts

See accompanying notes to these interim condensed consolidated financial statements

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Unaudited Interim Condensed Consolidated Statement of Profit or Loss

for the nine month periods ended September 30, 2015 and 2014

amounts in thousands except per share amounts

See accompanying notes to these interim condensed consolidated financial statements

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Unaudited Interim Condensed Consolidated Statement of Other Comprehensive Income (Loss)

for the three month periods ended September 30, 2015 and 2014

See accompanying notes to these interim condensed consolidated financial statements

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Unaudited Interim Condensed Consolidated Statement of Other Comprehensive Income (Loss)

for the nine month periods ended September 30, 2015 and 2014

See accompanying notes to these interim condensed consolidated financial statements

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Unaudited Interim Condensed Consolidated Statement of Changes in Shareholders’ Equity

for the nine month periods ended September 30, 2015 and 2014

See accompanying notes to these interim condensed consolidated financial statements

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Unaudited Interim Condensed Consolidated Statement of Cash Flows

for the nine month periods ended September 30, 2015 and 2014

See accompanying notes to these interim condensed consolidated financial statements

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Notes to Unaudited Interim Condensed Consolidated Financial Statements

Corporate information

Forward Pharma A/S (the “Company or “Parent”) is a limited liability company incorporated and domiciled in Denmark. The registered office is located in Copenhagen, Denmark. The interim condensed consolidated financial statements include the Company’s wholly-owned German and United States of America subsidiaries Forward Pharma GmbH and Forward Pharma USA, LLC, respectively. The Company and its subsidiaries are collectively referred to as the “Group”. The Company’s Board of Directors authorized the issuance of the interim condensed consolidated financial statements included herein on November 24, 2015.

The Company is a biopharmaceutical company preparing to initiate a Phase 3 clinical trial using FP187, a proprietary formulation of dimethyl fumarate (“DMF”) for the treatment of multiple sclerosis (“MS”) patients. Since the Company’s founding in 2005, it has worked to advance unique formulations of DMF, an immune modulator, as a therapeutic to improve the health and well-being of patients with immune disorders including MS. FP187, the Company’s clinical candidate, is a DMF formulation in a delay and slow release oral dose that the Company plans to advance for the treatment of relapsing remitting MS (“RRMS”) and other immune disorders, such as psoriasis.

Public listing of American Depositary Shares representing Ordinary Shares

During the fourth quarter of 2014, the Company completed the initial public offering (“IPO”) of American Depositary Shares (“ADS”) representing ordinary shares of the Company in the United States and issued 11.2 million ADSs, at a price per ADS of $21.00 to investors. Each ADS represents one ordinary share with a per share nominal value of 0.10 Danish Kroner or DKK. Immediately prior to the IPO, Class A shares were issued to the Class B shareholders (“Class B Award”) in consideration for amendments to certain contractual rights held by the Class B shareholders, all of the Company’s outstanding Class A and Class B shares were converted into ordinary shares on a 1 for 1 basis (“Share Conversion”), and additional ordinary shares (“Proportional Shares”) were issued to all shareholders in proportion to their respective ownership. In addition, a share split of 10 for 1 (“Share Split”) was completed immediately prior to the IPO. All share and per share information included herein has been adjusted to reflect the issuance of the Proportional Shares and the Share Split as if they had occurred as of the beginning of the earliest period presented, unless otherwise stated, because the issuance of the Proportional Shares and the Share Split resulted in no additional consideration received by the Company nor did it change the individual ownership percentages of individual shareholders of the Company. The Share Conversion is reflected herein on the date such conversion occurred except for the per share information disclosed in the unaudited interim condensed consolidated statement of profit and loss and Note 2.1 where the Share Conversion is assumed to have occurred at the beginning of the earliest period presented.

Section 1—Basis of Preparation

1.1 Accounting policies and basis of preparation

The interim condensed consolidated financial statements as of September 30, 2015 and for the three and nine month periods ended September 30, 2015 and 2014 have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s 2014 Annual Report on Form 20-F (“Annual Report”) filed with the United States Securities and Exchange Commission on March 25, 2015. In the opinion of management, the interim condensed consolidated financial statements as of September 30, 2015 and for the three and nine month periods ended September 30, 2015 and 2014 include adjustments considered necessary for a fair presentation of the results of the interim periods presented. All such adjustments are of a normal recurring nature. The statement of financial position as of December 31, 2014 included herein does not include all disclosures required by International Financial Reporting Standards (“IFRS”) as issued

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by the International Accounting Standards Board (“IASB”) that were included in the audited consolidated financial statements. The accounting policies applied in the accompanying interim condensed consolidated financial statements are consistent with those disclosed in the Company’s audited consolidated financial statements included in the Annual Report. The results of operations for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results expected for the full year. Certain prior period amounts in the unaudited condensed consolidated cash flow statement have been reclassified to conform to the current period presentation.

Unless otherwise stated, all amounts disclosed herein are in United States Dollars (“USD”).

1.2 New and Amendments to Accounting Standards

Standards effective in 2015:

The IASB issued new standards and amendments to standards and interpretations that are effective in 2015. None of these new or amended standards affected the Group’s financial statements.

Section 2—Results for the Period

2.1 Loss per share

As discussed within “Public listing of American Depositary Shares representing Ordinary Shares,” the Company completed its IPO in 2014 and in connection therewith implemented a number of corporate actions that included:

1.              Class B Award.  Amending the Class B shareholders’ right to a distribution preference in consideration for approximately 114,000 Class A shares (approximately 2 million ordinary shares after the Share Conversion, Proportional Share and Share Split adjustments.)

2.              Share Conversion.  All outstanding Class A and Class B shares were converted to a single class of ordinary shares on a 1 for 1 basis.

3.              Proportional Shares.  In order to achieve a fixed number of ordinary shares outstanding prior to the IPO, approximately 1.5 million ordinary shares were issued to all shareholders in proportion to their ownership percentage.

4.              Share Split.  A 10 for 1 share split was effectuated.

Since the Share Conversion, the Proportional Share issuance and the Share Split (collectively referred to as “Recapitalization”) resulted in no additional consideration received by the Company nor did it change the individual ownership percentages of individual shareholders of the Company, for purposes of computing the per share amounts for the three and nine month periods ended September 30, 2014, the Recapitalization was deemed to have occurred as of the beginning of 2014. Therefore previously reported per share information for 2014 has been retrospectively adjusted to reflect the Recapitalization. The Recapitalization occurred in 2014 and was fully effected at the beginning of 2015 and therefore retrospective adjustment was not necessary in computing per share information for the three and nine month periods ended September 30, 2015.

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The following reflects the net loss attributable to ordinary shareholders and share data used in the basic and diluted net loss per share computations for each of the three and nine month periods ended September 30, 2015 and 2014:

Amounts within the tables above are in ‘000 except per share amounts

Basic per share amounts are calculated by dividing the net income (loss) for the period attributable to ordinary shareholders of the Parent by the weighted average number of ordinary shares outstanding during the period. The diluted per share amounts are calculated by dividing the net income (loss) for the period attributable to ordinary shareholders of the Parent by the weighted average number of ordinary shares outstanding during the period increased by the dilutive effect of the assumed issuance of deferred shares and exercise of outstanding options and warrants. The dilutive effect of the assumed issuance of deferred shares and exercise of outstanding options and warrants includes adjustments for the proceeds to be received upon the exercise of outstanding options and warrants and share-based compensation associated with unvested deferred shares, options and warrants. As a result of the Company incurring net losses for the three and nine month periods ended September 30, 2015 and 2014, the potential shares issuable related to outstanding equity awards, convertible debt or shareholder warrants have been excluded from the calculation of diluted loss per share as the effect of such shares is anti-dilutive.

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2.2 Consolidated statement of cash flow

The interim condensed consolidated statement of cash flows is presented using the indirect method. The condensed consolidated statement of cash flows shows cash flows used in operating activities, cash flows used in investing activities, cash flows from financing activities, and the Group’s cash and cash equivalents at the beginning and end of the periods.

For the nine month period ended September 30, 2015, the Group’s cash inflows for interest income totaled $481,000 and the Group’s cash outflows for interest expense was zero. For the nine month period ended September 30, 2014, the Group’s cash inflows for interest income was immaterial and the Group’s cash outflows for interest expense totaled $192,000.

2.3 Foreign currency gains and losses

The $9.6 million non-cash foreign exchange gain included in the statement of profit and loss for the nine month period ended September 30, 2015 resulted primarily from the Parent holding over $100 million in cash, cash equivalents and available-for-sale financial assets that are denominated in USD (collectively “USD Assets”) while the Parent’s functional currency is the DKK. The gain is the direct result of the strengthening of the USD compared to the DKK during the nine month period that is reflected as a non-cash foreign exchange gain when the USD Assets are converted to DKK at September 30, 2015. However, during the three month period ended September 30, 2015 the USD weakened compared to the DKK and, therefore, a foreign exchange loss was recognized of $446,000. The Parent also holds available-for-sale financial assets issued by the government of the United Kingdom that favorably impacted the non-cash foreign exchange gain during the nine month period ended September 30, 2015 as the British Pound also strengthened against the DKK. These available-for-sale financial assets were acquired during the three month period ended December 31, 2014.

The $18 million non-cash loss on translation of foreign operations recognized in other comprehensive loss for the nine months ended September 30, 2015 results from the Group electing to use the USD as its presentation currency which necessitates translating all the Group’s assets, liabilities, income and expense items that are denominated in DKK or Euros to USD as of the reporting date for assets and liabilities and at the average rate for the three and nine month periods ended September 30, 2015 for income and expense. The translation of the Group’s assets, liabilities, income and expense from DKK or Euros to USD has the reverse effect from the foreign exchange gain included in the statement of profit and loss discussed above as the DKK and the Euro have weakened against the USD during the nine month period ended September 30, 2015. During the three month period ended September 30, 2015 the USD weakened compared to the DKK and the Euro and, therefore, a non-cash gain on translation of foreign operations was recognized in other comprehensive loss for the three months ended September 30, 2015 of $169,000.

2.4 Income taxes

During the three and nine month periods ended September 30, 2014, the Company accrued a tax benefit of $55,000 and $112,000, respectively, that represented the estimated amount due to the Company from the joint taxation scheme. No tax benefit was accrued for estimated amounts due from the joint taxation scheme during 2015 as the result of the uncertainty of realizing such amounts.

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As of September 30, 2015 and December 31, 2014 the Group recorded no benefit from its tax losses as the criteria to recognize a deferred tax asset were not met.

Section 3—Operating Assets and Liabilities

3.1 Other receivables (current)

3.2 Trade payables and other payables (current)

Section 4—Capital Structure and Related Items

4.1 Equity and share-based payments

Deferred Shares, Options and warrants

During the nine months ended September 30, 2015, the Company’s Board of Directors approved the granting of 845,000 stock options to certain employees and consultants. The option exercise prices per share range from $28.26 to $36.85 except for 250,000 that have an exercise price of $141.30.Vesting terms are pro rata over either a three year term, a four year term or a five year term, however, each award contains a provision whereby the option holder cannot exercise prior to a defined date. Vesting and exercise periods are accelerated in the event there is a change in control, as defined in the option award agreements. Stock option expiration dates vary with the latest expiration date being six years from the date of grant.

In order to provide employees, consultants and a board member of the Company with the ability to forgo exercising warrants or share options that were set to expire on or before January 1, 2016 (“Expiring Awards”), (i) our board of directors, during the nine months ended September 30, 2015, approved the granting of 1,365,000 share options or warrants (“Replacement Awards”) to replace 1,405,000 Expiring Awards (1,316,000 Expiring Awards expired prior to September 30, 2015 and the balance will expire on January 1, 2016) and (ii) our shareholders, at our ordinary general meeting in April 2015, approved the extension of the period during which holders may exercise 334,000 Expiring Awards (“Extended Awards”). Further, in order to incentivize holders of Expiring Awards to remain engaged with the Company, our board of directors, during the nine months ended September 30, 2015, approved the granting of additional share options or warrants to holders of Expiring Awards to subscribe for an aggregate of 362,000 ordinary shares (“Additional Awards”). The Replacement Awards have substantially similar terms as the Expiring Awards, except the expiration dates were extended to various date the latest being March 2021. The expiration date for 167,000 of the Extended Awards was extended to June 2018, while the expiration date for the balance of the Extended Awards was extended to November 2018. If individual holders

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exercise their Expiring Awards, then the Replacement Awards and the Additional Awards held by such holders provide for immediate expiration and cancellation of such Replacement Awards and the Additional Awards for no compensation. Replacement Awards have the same exercise price as Expiring Awards ranging from $0.59 to $1.26 per share. Replacement Awards are fully vested on the date of grant while Additional Awards vest over a period of three years. Replacement Awards and Additional Awards (except for 85,000 Replacement Awards) cannot be exercised prior to March 2018; however, Replacement Awards and Additional Awards vest and can be exercised immediately in the event there is a change in control, as defined in the award agreements.

During the nine months ended September 30, 2015, 216,000 warrants were exercised yielding proceeds to the Company of $153,000.

The aggregate share-based compensation expense included in operating results for each of the three month periods ended September 30, 2015 and 2014 and for each of the nine month periods ended September 30, 2015 and 2014 was $3.8 million, $2 million, $10 million and $3.5 million, respectively.

The table below summarizes the share option and warrant activity for the nine months ended September 30, 2015 including the weighted average exercise price (“WAEP”):

(1)         89,000 stock options granted to key management are subject to approval.

The table below summarizes the range of exercise prices, after converting where applicable exercise prices that are stated in DKK to USD, for outstanding share options and warrants as of September 30, 2015. Exercise prices disclosed below have changed from amounts previously reported as the result of a change in the DKK to the USD exchange rate.

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The table below summarizes the deferred share activity for the nine months ended September 30, 2015:

(1)         Deferred shares vest pro rata over 4 years. Deferred shares vest and can be exercised immediately in the event there is a change in control, as defined in the award agreements.

4.2 Financial assets and liabilities

Recognized financial instruments

The Group has recognized the following categories of financial assets and liabilities.

Financial assets:

Loans and receivables as of September 30, 2015 and December 31, 2014

Available-for-Sale Financial Assets as of September 30, 2015 and December 31, 2014

The face values of the German, United Kingdom and United States available-for-sale financial assets are 15.7 million Euros, 2.9 million British Pounds and 25 million USDs, respectively.

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The face values of the German, United Kingdom and United States available-for-sale financial assets are 54.8 million Euros, 1.3 million British Pounds and 57.5 million USDs, respectively.

Financial Liabilities:

Financial liabilities at amortized cost as of September 30, 2015 and December 31, 2014

Fair value of trade payables is deemed to be their carrying amount based on payment terms that are generally 30 days.

Cash, cash equivalents and available-for-sale financial assets:

The Company’s cash and cash equivalents are held primarily at one bank in Denmark with a Moody’s credit rating of Aa3. The Company’s available-for-sale financial assets are invested in government instruments with maturities not exceeding three years that are carried at fair value based on price quotations at the reporting date. Moody’s credit rating of each of the individual governments is Aa1 or better.

Valuation hierarchy:

Financial instruments recognized at fair value are allocated to one of the following valuation hierarchy levels:

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. The Company’s available-for-sale financial assets meet the definition of Level 1.

Level 2: Other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly. The Group does not have financial instruments allocated to this level as of September 30, 2015 or December 31, 2014.

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Level 3: Techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data. The Group does not have financial instruments allocated to this level as of September 30, 2015 or December 31, 2014.

For all periods presented there were no transfers of financial instruments between Levels 1, 2 or 3.

Convertible notes

On May 30, 2014 the Company entered into a convertible note agreement (“Euro Note”) with NB FP Investment II K/S a related party. The terms of the Euro Note provided for the borrowing of up to € 8.35 million in installments. Outstanding borrowings accrued interest at an annual rate of 10% payable, with principal, on December 31, 2018. The full € 8.35 million was borrowed during the three months ended September 30, 2014. There was a mandatory conversion provision that was triggered in October 2014 as the result of the Company successfully completing the IPO whereby the Euro Note plus accrued interest converted into approximately 602,000 ordinary shares of the Company. The Euro Note conversion rate represented a 15% discount from the fair value of the ordinary shares issued and was accounted for as discussed below. Accrued interest for the Euro Note totaled approximately $124,000 at September 30, 2014. On August 6, 2014 the Company entered into a convertible note agreement (“USD Note”) with BVF Forward Pharma L.P., a related party. The terms of the USD Note are similar to the Euro Note except that the Company could borrow up to $10 million in installments. The full $10 million was borrowed during the three months ended September 30, 2014. The USD Note plus accrued interest converted into approximately 566,000 ordinary shares of the Company in connection with the IPO in October 2014. The USD Note conversion rate represented a 15% discount from the fair value of the ordinary shares issued and was accounted for as discussed below. Accrued interest for the USD Note totaled approximately $72,000 at September 30, 2014. For financial reporting purposes, the Euro Note and the USD Note (collectively “Convertible Notes”) are carried at fair value at September 30, 2014 and the change in fair value from issuance date to September 30, 2014 has been reflected in net loss for the three and nine month periods ended September 30, 2014. This accounting treatment is the result of the derivative associated with the conversion feature deemed to be not closely related the debt host. For the three and nine-month period ended September 30, 2014 there was a loss of $3.9 million representing the increase in fair value of the Convertible Notes. The Convertible Notes meet the definition of a Level 2 financial instrument, as defined above, since there was no active market where the Convertible Notes were traded. Therefore determining fair value required the Company to use an alternative approach that was based on the automatic conversion feature to ordinary shares at a 15% discount to the per share price of the IPO. Since the IPO occurred shortly after September 30, 2014, we used the settlement value of the Convertible Notes based on the IPO price (adjusted for the 15% discount) as the primary assumption in determining the fair value of the Convertible Notes at September 30, 2014.

Interest bearing convertible loan

As of January 1, 2014, the Group’s borrowing consisted of a convertible loan denominated in DKK held by Nordic Biotech Opportunity Fund K/S, a related party. The loan was due on October 31, 2018 and was carried at amortized cost. Interest accrued at an annual rate of 20%. The convertible loan contained various terms and conditions including provisions for mandatory conversion, under certain defined circumstances, as well as optional conversion provisions, into Company shares. The lender had a put option that provided for immediate repayment of the convertible loan that was exercisable based on conditions that were not within the control of the Company and, therefore the convertible loan was classified as a current liability until March 17, 2014 when the convertible loan was cancelled in consideration for exercising shareholder warrants that are discussed below. The carrying value of the convertible loan was $2.5 million at the time of cancellation and was transferred from liability classification to

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share premium. Interest expense recognized on the convertible loan during the nine month period ended September 30, 2014 totaled $125,000.

Net settlement obligation to shareholder warrants

On May 31, 2011, Nordic Biotech Opportunity Fund K/S, one of the Company’s shareholders, was granted 138,000 shareholder warrants that entitled the holder to acquire an equal number of Class A ordinary shares (or 2.5 million ordinary shares after the Proportional Shares and the Share Split adjustments) at an exercise price of approximately $1.07 per ordinary share after the Proportional Share and Share Split adjustments. The terms of the shareholder warrants allowed the holder to net settle in shares whereby the holder could exercise all the shareholder warrants and receive fewer Class A shares with a fair value equal to the intrinsic value of the shareholder warrants without remitting the exercise price. The shareholder warrants were classified as a derivative financial instrument due to the fact that the holder could elect net share settlement and were recorded within current liabilities in the statement of financial position. All the warrants were exercised on March 17, 2014 in a single transaction in which 5,000 Class A shares (after the issuance of Proportional Shares and the Share Split adjustments) were issued for cash consideration of $5,000 and the balance in consideration for the cancellation of a convertible loan discussed above.  The fair value of the shareholder warrants as of the exercise date was $27 million and was transferred from liability classification to share premium within shareholders’ equity as of that date. The fair value of the shareholder warrants as of January 1, 2014 was $26.1 million. The fair value of the shareholder warrants was computed based on unobservable inputs (Level 3).

Reconciliation of fair value measurement of shareholder warrants: