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 February 2017
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.
Form 20-F x |
Form 40-F o |
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).
Yes o |
No x |
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).
Yes o |
No x |
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.
Yes o |
No x |
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
This Report of Foreign Issuer on Form 6-K contains information regarding the results of the extraordinary general meeting of shareholders of Forward Pharma A/S (the Company) held on February 1, 2017.
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Item 1. Results of Extraordinary General Meeting
On February 1, 2017, the Company announced on its website (http://www.forward-pharma.com) the results of the extraordinary general meeting of its shareholders held on February 1, 2017 at the Companys offices, Østergade 24A, 1st floor, 1100 Copenhagen K, Denmark (the Extraordinary General Meeting). DKK 3,531,376 of the Companys share capital and 35,313,760 votes, respectively (equal to 74.91% of the Companys total share capital and votes, respectively), were present or represented at the Extraordinary General Meeting.
The following actions were taken at the Extraordinary General Meeting:
(a) The Companys entry into (i) a Settlement and License Agreement with Biogen Swiss Manufacturing GmbH, Biogen International Holding Ltd. and the other parties thereto (the Settlement and License Agreement) and the consummation of the transactions contemplated thereby, and (ii) an addendum to the Patent Transfer Agreement, dated May 4, 2010, between the Company and Aditech Pharma AG (the Addendum to Patent Transfer Agreement) and the consummation of the transactions contemplated thereby, was approved by 35,313,760 votes in favor (representing 100% of the votes cast and the share capital represented at the Extraordinary General Meeting), and with 0 votes against and 0 abstentions.
(b) The non-disqualified members of the Board of Directors of the Company were authorized to negotiate and execute an indemnification agreement between the Company on the one hand and certain companies affiliated with Florian Schӧnharting that are party to the Settlement and License Agreement, and Florian Schӧnharting, in his individual capacity, on the other hand, by 35,313,760 votes in favor (representing 100% of the votes cast and the share capital represented at the Extraordinary General Meeting), and with 0 votes against and 0 abstentions.
(c) Each of Karen Smith, Jan van de Winkel and Grant Lawrence were authorized to sign the Settlement and License Agreement and the Addendum to Patent Transfer Agreement on behalf of the Company by 35,313,760 votes in favor (representing 100% of the votes cast and the share capital represented at the Extraordinary General Meeting), and with 0 votes against and 0 abstentions.
Additional information with respect to the Extraordinary General Meeting is available on the Companys website, including:
1. The notice to convene the Extraordinary General Meeting;
2. The Settlement and License Agreement;
3. The Addendum to Patent Transfer Agreement; and
4. Information concerning share capital and voting rights.
The Company has filed as an exhibit to this Form 6-K a press release dated February 1, 2017, announcing the results of the Extraordinary General Meeting. The full text of the Settlement and License Agreement and the Addendum to Patent Transfer Agreement was filed as exhibits to the Form 6-K filed on January 17, 2017, and the Companys shareholders are strongly urged to read these exhibits in their entirety.
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.
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FORWARD PHARMA A/S | |
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Date: February 1, 2017 |
By: |
/s/ Joel Sendek |
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Joel Sendek |
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Chief Financial Officer |
Exhibit 99.1
News Release
Forward Pharma Announces Results of Extraordinary General Meeting
· Forward obtains shareholder approval for Settlement and License Agreement with Biogen
COPENHAGEN, Denmark, February 1, 2017 (GLOBE NEWSWIRE) Forward Pharma A/S (NASDAQ:FWP) (we or Forward) today announced that, at an extraordinary general meeting of its shareholders held on February 1, 2017 (the Extraordinary General Meeting), the requisite two-thirds majority of the votes cast as well as the share capital represented at the Extraordinary General Meeting approved the entry into a Settlement and License Agreement with two wholly owned subsidiaries of Biogen Inc. and certain other parties (the License Agreement).
Forward is entitled to a non-refundable cash fee of US$ 1.25 billion within five business days of the Extraordinary General Meeting pursuant to the terms of the License Agreement. Under certain circumstances, Biogen will also be obligated to pay Forward royalties of up to 10-20% of net sales of Biogen products, including Tecfidera, approved for the treatment of multiple sclerosis that are covered by a Forward patent and have dimethyl fumarate as an active pharmaceutical ingredient.
Forward expects to file today a Form 6-K with the United States Securities and Exchange Commission noting the results of the Extraordinary General Meeting. The summary of the License Agreement above does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the License Agreement filed as an exhibit to the Form 6-K filed on January 17, 2017 and is also available on Forwards website, http://www.forward-pharma.com, and Forward shareholders are strongly urged to read the License Agreement in its entirety.
About Forward Pharma:
Forward Pharma A/S is a Danish biopharmaceutical company developing FP187, a proprietary formulation of DMF (dimethyl fumarate) for the treatment of inflammatory and neurological indications. Since our founding in 2005, we have worked to advance unique formulations of DMF, which is an immune modulator, as a therapeutic agent to improve the health and well-being of patients with immune disorders including multiple sclerosis. FP187, our clinical candidate, is a DMF formulation in a delayed and slow release oral dose.
Our principal executive offices are located at Østergade 24A, 1st Floor, 1100 Copenhagen K, Denmark and our American Depositary Shares are publicly traded on NASDAQ Stock Market (FWP). For more information about the Companys products and developments, please visit our web site at http://www.forward-pharma.com.
Forward Pharma A/S Media Contact:
Sharon Klahre, Director, Investor Relations
Forward Pharma USA, LLC
7 Skyline Drive
Hawthorne, NY 10532
SK@forward-pharma.com
+1 914-752-3542
The Ruth Group
Lee Roth
lroth@theruthgroup.com
+1 646-536-7014
Forward Looking Statements:
Certain statements in this press release or in the above-referenced presentation may constitute forward-looking statements of Forward Pharma A/S (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, anticipate, 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 satisfaction of certain conditions, and the accuracy of certain representations of the Company, in the License Agreement; the Companys ability to obtain, maintain and defend issued patents with protective claims; the issuance and term of patents; the Companys ability to prevail in or obtain a favorable decision in any patent interference or infringement action; the Companys ability to recover damages in any patent infringement action; uncertainties relating to our development plans and activities, including the commencement of any clinical trial and the results, timing, cost and location thereof; 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 rights 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; 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; and our evaluation of alternative Phase 3 clinical strategies in RRMS may not be successful or shorten our time to commercialization and/or reduce costs. These and other factors are identified and described in detail in certain of our filings with the United States Securities and Exchange Commission, including our Annual Report on Form 20-F for the year ended December 31, 2015. We are providing this information as of the date of this press release and do not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
Forward Pharma A/S