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 of the

Securities Exchange Act of 1934

For the month of April 2017

Commission File Number: 001-36686

Forward Pharma A/S

Østergade 24A, 1st Floor

1100 Copenhagen K, Denmark

Indicate by check mark whether the registrant files or will file annual reports under cover of 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): 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)(7): o

Notice to Convene Annual General Meeting

On April 18, 2017, Forward Pharma A/S (the “Company”) mailed to its shareholders a notice to convene the 2017 annual general meeting of shareholders on May 3, 2017 and accompanying documentation. The notice and accompanying documentation have been posted on the Company’s website, http://forward-pharma.com, and are being furnished as exhibits to this Report on Form 6-K.

Exhibits

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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.

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Exhibit 99.1

Annual General Meeting in Forward Pharma A/S

NOTICE TO CONVENE ANNUAL GENERAL MEETING

The annual general meeting in Forward Pharma A/S will be held on

Wednesday 3 May 2017 at 2.00 pm (CET)

at the company’s premises, Østergade 24A, 1st floor, 1100 Copenhagen K, Denmark.

AGENDA

(a)         The board of directors’ report on the company’s activities in the past financial year.

(b)         Proposal regarding preparation and presentation of the annual report in English

(c)          Presentation and adoption of the audited annual report.

(d)         Distribution of profit according to the adopted annual report.

(e)          Discharge of the board of directors and the management board.

(f)           Election of members to the board of directors.

(g)          Appointment of auditor.

(h)         Any other business.

ELABORATION ON ITEMS ON THE AGENDA

Item (b):

The board of directors proposes that the company prepares and presents the annual report in English. Consequently, article 14 of the company’s articles of association will be amended to read as follows:

“14 ACCOUNTS

14.1 The company’s financial year follows the calendar year.

14.2 The Company’s annual report is prepared and presented in English.”

Item (c):

The board of directors proposes that the audited annual report for 2016 is adopted by the general meeting.

Item (d):

The board of directors proposes that the profit for the accounting year 2016 be carried forward by transfer to the accumulated deficit.

Item (e):

The board of directors proposes that the discharge of the board of directors and the management board is approved.

Item (g):

According to clause 13.1 of the articles of association, the company’s auditor is elected for a term of one year. The board of directors proposes that Ernst & Young Godkendt Revisionspartnerselskab, CVR-no. 30700228, is re-elected.

Item (h):

No decisions or proposals can be adopted under item (h).

ADDITIONAL INFORMATION

Majority requirements

All proposals on the agenda may be adopted by a simple majority of votes.

Share capital

The current share capital of the company is DKK 4,718,399.90, divided into 47,183,999 shares of DKK 0.10 each. Each share of DKK 0.10 carries one vote.

Record date

The record date is Wednesday 26 April 2017 end of day (CET).

Participation and voting rights

The right of a shareholder to attend and vote at a general meeting is determined by the shares held by the shareholder at the record date.

The number of shares held by each shareholder at the record date shall be calculated based on (i) the number of shares registered in the company’s register of shareholders and (ii) any notification of ownership received by the company but not yet registered in the company’s register of shareholders.

Participation is conditional on the shareholder having obtained an admission card in due time.

How to obtain an admission card

Access to the annual general meeting is conditional on the shareholder having requested an admission card by Friday 28 April 2017 end of day (CET).

Admission cards for the annual general meeting may be obtained by:

·                  contacting Forward Pharma A/S by phone +45 33 44 42 42, or

·                  returning the attached request for admission card form, duly completed and signed, by email to art@forward-pharma.com or by ordinary letter to Forward Pharma A/S, Østergade 24A, 1, 1100 Copenhagen K, Denmark.

How to submit a proxy

Proxies shall be submitted by Tuesday 2 May 2017 end of day (CET).

Voting instructions by proxy may be completed and submitted by:

·                  returning the attached proxy form, duly completed and signed, by email to art@forward-pharma.com or by ordinary letter to Forward Pharma A/S, Østergade 24A, 1, 1100 Copenhagen K, Denmark.

From shareholders unable to attend the annual general meeting, the board of directors would appreciate receiving a proxy to exercise the voting rights attached to the shares to know the shareholders’ view on the respective items on the agenda.

According to Danish law, a proxy issued to the board of directors for the annual general meeting is only valid if it is in writing.

How to vote by correspondence

Shareholders may vote by correspondence no later than Tuesday 2 May 2017 end of day (CET) by:

·                  returning the attached voting by correspondence form, duly completed and signed, by email to art@forward-pharma.com or by ordinary letter to Forward Pharma A/S, Østergade 24A, 1, 1100 Copenhagen K, Denmark.

Votes by correspondence cannot be withdrawn.

Information on the website

Further information on the general meeting will be available on www.forward-pharma.com à ‘Investors’ until and including the date of the annual general meeting, including:

·                  The notice convening the general meeting;

·                  The total number of shares and voting rights on the date of the notice;

·                  The documents to be presented at the general meeting;

·                  The agenda and the complete proposals as well as the audited annual report;

·                  The forms to be used for voting by proxy or voting by correspondence.

18 April 2017

The board of directors of Forward Pharma A/S

Exhibit 99.2

Annual General Meeting in Forward Pharma A/S

PROXY/VOTING BY CORRESPONDENCE FORM

for use at the annual general meeting in Forward Pharma A/S on Wednesday 3 May 2017 at 2:00 pm (CET).

(Please use CAPITAL LETTERS)

I/we hereby authorise by proxy/submit written votes (voting by correspondence) in accordance with the indications below:

Please check off field A), B), C) or D):

A)               o      Proxy is granted to a named third party (deadline Tuesday 2 May 2017 end of day (CET)):

or

B)               o        Proxy is granted to the board of directors (with a right of substitution) to vote in accordance with the board of directors’ proposals as set out in the table below (deadline Tuesday 2 May 2017 end of day (CET)).

or

C)               o        Check-the-box Proxy is granted to the board of directors (with a right of substitution) to vote as stated below. Please check off the boxes “FOR”, “AGAINST” or “ABSTAIN” to indicate your vote (deadline Tuesday 2 May 2017 end of day (CET)).

or

D)               o        Written votes (voting by correspondence) are submitted as stated below. Written votes cannot be withdrawn. Please check off the boxes “FOR”, “AGAINST” or “ABSTAIN” to indicate your vote (deadline Tuesday 2 May 2017 end of day (CET)).

Agenda

The complete agenda is included in the notice to convene the annual general meeting.

If the votes attaching to a shareholder’s shares are cast differently in relation to a specific agenda item, this shall be indicated in the table below.

The proxy applies to all business being transacted at the annual general meeting. In the event that new proposals are submitted (except for proposals in respect of the election of members to the board of directors), including amendments or proposals for election of auditor not on the agenda, the proxy holder will vote on your behalf according to his/her best belief. Written votes (voting by correspondence) will be taken into account if a new or an amended proposal is substantially the same as the original.

If the form is only dated and signed, it will be considered a proxy to the board of directors to vote in accordance with the recommendations (in respect of election of members to the board of directors: best belief) of the board of directors as stated above.

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If the form is only partially completed, votes will be cast in accordance with the recommendations (in respect of election of members to the board of directors: best belief) of the board of directors as stated above with respect to the non-ticked off boxes.

The proxy/voting by correspondence is valid for the number of shares that the undersigned holds on the record date, Wednesday 26 April 2017 end of day (CET), as calculated based on (i) the number of shares registered in the company’s register of shareholders and (ii) notifications of ownership received by the company but not yet registered in the company’s register of shareholders.

The dated and signed form, if used as a proxy (box A-C above) or for written votes (voting by correspondence)(box D above), must reach Forward Pharma A/S no later than Tuesday 2 May 2017 end of day (CET) either by email (art@forward-pharma.com) or by ordinary mail.

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Exhibit 99.3

Annual General Meeting in Forward Pharma A/S

The annual general meeting in Forward Pharma A/S will be held on Wednesday 3 May 2017 at 2.00 pm (CET) at the company’s premises, Østergade 24A, 1st floor, 1100 Copenhagen K, Denmark.

REQUEST FOR ADMISSION CARD

Access to the annual general meeting is conditional on the shareholder having requested an admission card by Friday 28 April 2017 end of day (CET).

Admission cards for the annual general meeting may be obtained by:

·                  contacting Forward Pharma A/S by phone +45 33 44 42 42, or

·                  returning this request for admission card form, duly completed and signed, by email to art@forward-pharma.com or by ordinary letter to Forward Pharma A/S, Østergade 24A, 1, 1100 Copenhagen K, Denmark.

Please tick the relevant box(es):

o                I/we will attend the annual general meeting and hereby order an admission card

o                I/we will attend with advisor:

Further information on the general meeting is available on www.forward-pharma.com à ‘Investors’, including notice convening the general meeting, agenda, the complete proposals and the audited annual report.

If you wish to give proxy or vote by correspondence, please complete the proxy/voting by correspondence form. Please remember to sign and date the form.

Exhibit 99.4

SHARES AND VOTING RIGHTS AS PER 18 APRIL 2017

* Voting rights cannot be exercised

Exhibit 99.5

Forward Pharma A/S

Annual Report 2016

CVR-nr. 28865880

The Annual Report was presented

and adopted at the Annual General

Meeting of the Company on

2017

Forward Pharma A/S

Index to Annual Report

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Forward Pharma A/S

Index to Annual Report

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Management’s’ statement

The Executive and Supervisory Boards have today considered and adopted the Annual Report of Forward Pharma A/S (the “Company” or the Parent) for the financial year ended December 31, 2016.

The Annual Report is prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and additional disclosure requirements of the Danish Financial Statements Act.

It is our opinion that the Company’s financial statements give a true and fair view of the Company’s financial position as of December 31, 2016, and the results of its operations and cash flows for the year ended December 31, 2016.

Further, in our opinion, the Management’s review gives a fair review of the matters discussed in the Management’s review.

We recommend that the Annual Report be adopted at the Annual General Meeting.

Copenhagen, 17 April 2017

Executive Board

Supervisory Board

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Independent auditor’s report

To the shareholders of Forward Pharma A/S

Opinion

We have audited the financial statements of Forward Pharma A/S for the financial year 1 January -31 December 2016, which comprise a Statement of Financial Position, Statement of Profit or Loss, statement of Other Comprehensive Loss, Statement of Changes in Shareholders’ Equity, Statement of Cash Flow and notes, including accounting policies. The financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional disclosure requirements of the Danish Financial Statements Act.

In our opinion, the financial statements give a true and fair view of the financial position of the Company of the Company at 31 December 2016 and of the results of the Company’s operations and cash flows for the financial year 1 January – 31 December 2106 in accordance with International Financial Reporting Standards as adopted by the EU and additional disclosure requirements of the Danish Financial Statements Act.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) and additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these rules and requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Statement on the Management’s review

Management is responsible for the Management’s review.

Our opinion on the financial statements does not cover the Management’s review, and we do not express any assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the Management’s review and, in doing so, consider whether the Management’s review is materially inconsistent with the financial statements, or our knowledge obtained during the audit, or otherwise appears to be materially misstated.

Moreover, it is our responsibility to consider whether the Management’s review provides the information required under the Danish Financial Statements Act.

Based on our procedures, we conclude that the Management’s review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatements of the Management’s review.

Management’s responsibilities for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and additional disclosure requirements of the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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Independent auditor’s report

In preparing the financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit conducted in accordance with ISAs and additional requirements applicable in Denmark, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

·                  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

·                  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

·                  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

·                  Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusion is based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

·                  Evaluate the overall presentation, structure and contents of the financial statements, including the note disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.

Independent auditor’s report

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Copenhagen, 17 April 2017

ERNST & YOUNG

Godkendt Revisionspartnerselskab

CVR no. 30 70 02 28

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Management’s review

Historically, the objective of Company was to develop and commercialize innovative pharmaceutical products for the treatment of immune related diseases such as multiple sclerosis (“MS”). As discussed elsewhere herein, subsequent to December 31, 2016, the Company entered into a Licensing and Settlement Agreement (the “License Agreement”) with two wholly owned subsidiaries of Biogen, Inc. (collectively “Biogen”). The Licensing Agreement will have a significant effect on the future operations of the Company. See Notes to the financial statements.

This Annual Report includes only parent company financials. Forward Pharma A/S is referred to herein as the “Company” or “Parent”. Forward Pharma A/S and its subsidiaries are collectively referred to herein as the “Group.” Amounts reported herein are stated in United States Dollars (“USD”) unless otherwise stated. The Company is required to file Group consolidated financial statements with the US Securities and Exchange Commission that are included in the Company’s Form 20-F but are not part of this Annual Report.

The financial statements for the year 2016 show an operating loss of $40.3 million compared to $23.3 million in 2015. The increased operating loss in 2016 was the result of higher operating expenses primarily research and development costs. For the year ended December 31, 2016, the net loss before tax was $9.4 million compared to $51.4. million in 2015. The reduction in net loss before tax in 2016 was primarily the result of the reversal of the previously recognized impairment loss of the Company’s investment in Forward Pharma GmbH. Further, in 2016 the Company recorded an income tax benefit of $11.4 million resulting from a change in estimate of the recoverability of deferred tax assets. Based on the factors discussed herein. The Company’s net income for the year ended December 31, 2016 was $2.0 million compared to a net loss of $51.1 million in 2015.

As many of the development activities have been carried out through the wholly owned subsidiary in Germany the investment in the subsidiary is a major part of the financial statements of this year.

Developments during the year

As of December 31, 2016 the Company held cash, cash equivalents and available-for-sale investments of approximately 136.9 million USD and accordingly we have the ability to fund our operations beyond the next twelve months. The Company has been developing FP187, a proprietary formulation of dimethyl fumarate (“DMF”) for the treatment of several inflammatory and neurological indications, including MS. Since our founding in 2005, we have worked to advance unique formulations and dosing regimens of DMF, an immune modulator, as a therapeutic to improve the health and well-being of patients with immune disorders, including MS. During 2016 we continued our research and development efforts to advance FP187 by conducting additional preclinical and clinical studies. We also continued our focus to strengthen our intellectual property as several additional patent claims were submitted to support FP187 in the United States and Europe. As discussed below, subsequent to December 31, 2016 there were events that occurred that will materially affect the Company’s operations in the future.

Subsequent events

As discussed in more details in the notes to the financial statements, subsequent to December 31, 2016, the Company entered into the License Agreement, executed an addendum to the patent transfer agreement with Aditech Pharma AG and executed a termination agreement with Forward Pharma GmbH. In March 2017, the Company announced that it will be finishing research and development projects that were underway at December 31, 2016 awaiting the outcome of patent claims and disputes in the United States and Europe.  In addition, on March 31, 2017 the Unites States Patent Trial and Appeals Board issued a decision on a patent matter between the Company and Biogen that was in favor of Biogen. The Company intends to appeal the decision. See Note 5.3 to the financial statements.

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Statement of Financial Position

as of December 31, 2016 and 2015

See accompanying notes to these financial statements

7

Statement of Profit or Loss

for the years ended December 31, 2016 and 2015

See accompanying notes to these financial statements

8

Statement of Other Comprehensive Loss

for the years ended December 31, 2016 and 2015

See accompanying notes to these financial statements

9

Statement of Changes in Shareholders’ Equity

for the years ended December 31, 2016 and 2015

See accompanying notes to these financial statements

10

Statement of Cash Flows

for the years ended December 31, 2016 and 2015

See accompanying notes to these financial statements

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Notes to Financial Statements

Corporate Information

Forward Pharma A/S, (the “Company” or the “Parent”), is a limited liability company incorporated and domiciled in Denmark. The registered office is located in Copenhagen, Denmark. The financial statements included herein are those of the Company. The Company’s wholly-owned Danish, German and United States of America subsidiaries Forward Pharma FA ApS, Forward Pharma GmbH and Forward Pharma USA, LLC, respectively, are reflected in the accompanying parent company financial statements as an investment carried at cost unless the investment has been impaired. The Company’s Board of Directors authorized the issuance of the parent financial statements included herein on April 17, 2017.

As discussed in more detail below, the Company entered into a Settlement and License Agreement (the “License Agreement”) with two wholly owned subsidiaries of Biogen, Inc. (collectively “Biogen”). Prior to entering into the License Agreement, the Company was actively developing FP187, a proprietary formulation of dimethyl fumarate (“DMF”), for the treatment of multiple sclerosis (“MS”) patients. The Licensing Agreement provides Biogen with a co-exclusive license in the United States, and an exclusive license outside the United States, to the Company’s intellectual property. As a result of entering into the License Agreement, the future development and sale by the Company of FP187 or another DMF-containing formulation (collectively “DMF Formulation”) is uncertain at this time and will be determined based on the outcome of matters discussed further below. Under certain conditions, the Company may decide to reinitiate the development of FP187, or initiate the development of another DMF formulation; currently, development of a DMF Formulation for the United States market will be limited to finishing the research and development work that was in process prior to the effective date of the License Agreement.

The Company announced on March 1, 2017 plans to finish its remaining research and development efforts and pursue an organizational realignment to reduce personnel and operating expenses by mid-year 2017.

Settlement and License Agreement

On February 1, 2017, the License Agreement with Biogen and certain additional parties became effective. The License Agreement provides Biogen with a co-exclusive license in the United States, and an exclusive license outside the United States, to the Company’s intellectual property, effective as of February 9, 2017. Biogen also is required, if certain conditions are met within the time period set forth in the License Agreement, including the termination or expiration of any required waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, (“HSR Act”), to obtain an exclusive license to the Company’s intellectual property in the United States.

In accordance with the License Agreement, Biogen paid the Company a non-refundable fee of $1.25 billion (“Non-refundable Fee”) in February 2017, and could be obligated to pay the Company royalties in the future subject to the outcome of certain matters discussed below.

On April 13, 2015, an administrative patent judge at the United States Patent Trial and Appeal Board (“PTAB”) declared Patent Interference No. 106,023 (“Interference Proceeding”) between the Company’s United States Patent Application No. 11/567,871 and United States Patent No. 8,399,514 held by a subsidiary of Biogen, Inc. The License Agreement does not resolve the Interference Proceeding between the Company and Biogen or the pending opposition proceeding against the Company’s European patent EP2801355 (“Opposition Proceeding”). The Company and Biogen intend to permit the PTAB and the United States Court of Appeals for the Federal Circuit (“Federal Circuit”), as applicable, and the European Patent Office (“EPO”) and the Technical Board of Appeal and the Enlarged Board of Appeal, as applicable, to make final determinations in the proceedings before them. If the Company is successful in the Interference Proceeding and/or the Opposition Proceeding, it will be eligible to receive royalties starting as early as 2021 based on Biogen’s net sales of DMF-containing products indicated for treating MS as defined in the License Agreement, provided that other conditions of the License Agreement are satisfied within the time period set forth in the License Agreement.

If the Company is successful in the Interference Proceeding (i.e., the Company obtains, as a result of the Interference Proceeding and any appeals therefrom to the Federal Circuit (including en banc review), a patent with a claim covering oral treatment of MS with 480 mg/day of DMF), and if Biogen obtains an exclusive license in the United

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States, the Company may be eligible beginning on January 1, 2021 to collect a 10% royalty (increasing to 20% from January 1, 2029) until the earlier of the expiration or invalidation of the patents defined in the License Agreement, on Biogen’s net sales in the United States of DMF-containing products indicated for treating MS that, but for the rights granted under the License Agreement, would infringe a Company patent, provided that other conditions of the License Agreement are satisfied. Among the conditions that need to be satisfied for any royalty to be payable by Biogen to the Company is the absence of generic entry having a particular impact as defined in the License Agreement. If Biogen obtains an exclusive license in the United States, the Company would likely permanently discontinue development of a DMF Formulation.

If the Company is successful in the Interference Proceeding, but certain conditions are not met in the United States, including if restraints are placed on Biogen as a result of the process under the HSR Act, and if Biogen does not obtain an exclusive license, the Company could reinitiate the development of a DMF Formulation for sale in the United States under a co-exclusive license with Biogen, which the Company may assign, on one occasion only, to a single third party. Under the co-exclusive license, the Company would be eligible beginning on January 1, 2023 to collect royalties of 1% on Biogen’s net sales in the United States of DMF-containing products indicated for treating MS that, but for the rights granted under the License Agreement, would infringe a Company patent, provided that other conditions of the License Agreement are satisfied. Among the conditions that need to be satisfied for any royalty to be payable by Biogen to the Company is the absence of generic entry having a particular impact as defined in the License Agreement. If the Company is unsuccessful in the Interference Proceeding after any appeals, the Company would not be entitled to future royalties on Biogen’s net sales in the United States. Moreover, if Biogen prevails in the Interference Proceeding and inter partes review (“IPR”), after any appeals to the Federal Circuit, the Company may be prevented from commercializing FP187 for MS in the United States at 480 mg per day dose. Were this to occur, the Company would review opportunities to develop other DMF-containing formulations and products, including generics, consistent with the terms of the Licensing Agreement. If the Company is unable to commercialize FP187 or any other product for sale in the United States, the Company would be unable to generate any revenue from such a product.

If the Company is successful in the Opposition Proceeding (i.e., the Company obtains, as a result of the Opposition Proceeding, and any appeals therefrom, a patent with a claim covering oral treatment of MS with 480 mg/day of DMF), it would be eligible beginning on January 1, 2021 to collect a 10% royalty (increasing to 20% from January 1, 2029) until the earlier of the expiration or invalidation of the patents defined in the License Agreement, on a country-by-country basis on Biogen’s net sales outside the United States of DMF-containing products indicated for treating MS that, but for the rights granted under the License Agreement, would infringe a Company patent, provided that other conditions of the License Agreement are satisfied. Among the conditions that need to be satisfied for any royalty to be payable by Biogen to the Company is the absence of generic entry in a particular geography having a particular impact as defined in the License Agreement. If the Company is unsuccessful in the Opposition Proceeding, the Company would not be entitled to future royalties on Biogen’s net sales outside the United States.

On March 31, 2017, the PTAB issued a decision in the Interference Proceeding in favor of Biogen. The PTAB ruled the claims of Patent Application No. 11/567,871 are not patentable due to a lack of adequate written description. The Company intends to appeal the decision to the Federal Circuit,

The receipt of the Non-refundable Fee triggered a $25 million obligation payable to Aditech Pharma AG in accordance with the patent transfer agreement and addendum to the patent transfer agreement between the Company and Aditech Pharma AG. See Note 5.2. In addition, Management concluded that at December 31, 2016 it was probable the Company would have taxable profit in 2017 thereby enabling the Company to recognize certain deferred tax assets that historically did not meet the criteria for recognition. See Note 2.3.

Public listing of American Depositary 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. The IPO proceeds totaled approximately $235 million before deducting the underwriters’ commission and other direct and incremental costs associated with the IPO. Each ADS represents one ordinary share with a per share nominal value of 0.10 Danish Kroner (“DKK”). Each ordinary share is entitled to one vote.

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Section 1 Basis of Presentation

1.1 Accounting policies

Basis of preparation

The accompanying financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted in the European Union and include disclosures required for Danish Class B entities. These parent financial statements are those of the Company only and therefore the Company’s wholly-owned subsidiaries are reflected herein as investments. As the result of the Company’s size, it is exempt from preparing consolidated financial statements under Danish accounting legislation.

The financial statements have been prepared on a historical cost basis, except for available-for-sale financial assets that have been measured at fair value through other comprehensive income. The financial statements are presented in U.S. Dollars (“USD”) and all values are rounded to the nearest thousand (USD’000), except when otherwise indicated.

Foreign Currencies

The Company’s financial statements are presented in USD which is not the functional currency of the Company. The Company has elected USD as the presentation currency due to the fact that the Company has listed ADSs on the Nasdaq Global Select Exchange, or NASDAQ, in the United States, under the ticker symbol “FWP.”

In the translation to the presentation currency assets and liabilities are translated to USD using the closing rate as of the date of the statements of financial position while income and expense items for each statement presenting profit or loss and other comprehensive income are translated into USD at the average exchange rates for the year. Exchange differences arising from such translation are recognized directly in other comprehensive loss and presented in a separate reserve in equity.

The Company’s functional currency is the DKK. Transactions in foreign currencies are initially recorded by the Company in DKK using the spot rate at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at each reporting date. Differences arising on settlement or translation of monetary items denominated in foreign currency are recognized in the statement of profit or loss within “Exchange rate gain (loss).” Included in the exchange rate gain, net within the Statement of Profit and Loss for each of the years ended December 31, 2016 and 2015 are exchange rate losses of $1.6 million and $1.4 million respectively.

Share-based Compensation

Employees, board members and consultants (who provide services similar to employees) of the Company receive remuneration in the form of equity settled awards whereby services are rendered as consideration for equity awards (warrants, deferred shares or share options). The fair value of these equity-settled awards is determined at the date of grant resulting in a fixed fair value at grant date that is not adjusted for future changes in the fair value of the equity awards that may occur over the service period.  Fair value of warrants and options is determined using the Black Scholes model while fair value of deferred shares is determined as fair value of the underlying shares less present value of expected dividend.

Non-employee consultants of the Company have received equity settled awards in the form of share options as remuneration for services. The fair value of these equity-settled awards is measured at the time services are rendered using the Black Scholes model. Under this method, the fair value is determined each quarter over the service period until the award vests.

The Company has never granted cash settled awards.

The cost of share-based payments for awards granted to Company employees, board members and consultants is recognized as an expense together with a corresponding increase in equity over the period in which the performance and/or service conditions are fulfilled. In the event that equity instruments are granted conditionally upon an equal number of equity instruments granted in prior periods not being exercised, they are treated as a new grant for the current period and a modification of the equity instruments granted in the prior period. For equity instruments that are

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modified or replaced, in addition to recognizing any unamortized prior costs, the incremental value, if any, that results from the modification is recognized as an expense over the period in which performance and/or service conditions are fulfilled or immediately if there are no performance and/or service conditions to be fulfilled.

The fair value of equity-settled awards is reported as compensation expense pro rata over the service period to the extent such awards are estimated to vest. No cost is recognized for awards that do not ultimately vest.

The cost of share-based compensation for employees and consultants of the German and US subsidiaries are recognized as an increase in the carrying value of the Company’s investment in subsidiary with a corresponding increase in equity.

Employee benefits

Employee benefits are primarily made up of salaries and share-based payments. These costs are recognized as expenses as services are delivered. Average number of employees of the Company for each of the years ended December 31, 2016 and 2015 were 5 and 4 respectively.

Classification of Operating Expenses in the Statement of Profit or Loss

Research and development costs

Research and development costs primarily comprise salary and related expenses, including share-based payment expense, license, patent and other intellectual property-related costs incurred in connection with patent claims and other intellectual property rights conducted by patent registry offices (for example the United States Patent and Trademark Office (“USPTO”), the EPO or other country-specific patent registry offices), manufacturing costs of pre-commercial product used in research, clinical costs, and depreciation of equipment, to the extent that such costs are related to the Company’s research and development activities.

If expenses incurred are associated with the Company’s intellectual property-related activities carried out in the courts to protect, defend and enforce granted patent rights against third parties (excluding activities and proceedings conducted within the USPTO, EPO or other country-specific patent registry offices) (“Court Expenses”) they are classified within general and administrative expenses. Court Expenses incurred for the years ended December 31, 2016 and 2015 totaled $315,000 and $602,000 respectively.

Capitalized patent and development costs

The Company’s research and development activities have concentrated on the development of unique formulations of DMF for the treatment of immune disorders and include all patent office-related activities regarding the Company’s patent estate development (e.g., interference proceedings, oppositions and new patent developments). For all periods presented herein, the Company did not capitalize patent costs or FP187 development costs and consequently expensed such costs as incurred given the inherent uncertainty in drug development and commercialization.

General and administrative costs

General and administrative costs relate to the administration of the Company and comprise salaries and related expenses, including share-based payment expense, investor relations, other costs associated with our public listing of ADSs in the United States and depreciation of equipment, to the extent such expenses are related to the Company’s administrative functions as well as Court Expenses.

Income Taxes

Current income tax

Tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities within one year from the date of the statement of financial position. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.

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Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation or “uncertainty” and establishes provisions where appropriate. To date, there have been no provisions established for uncertain tax positions.

Deferred tax

Deferred tax is provided based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available in the future against which the deductible temporary differences, unused tax credits and unused tax losses can be utilized. Deferred tax assets and deferred tax liabilities of the same tax jurisdiction are offset if a legally enforceable right exists to set off.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Based on the re-assessment performed at December 31, 2016, the Company recognized certain previously unrecognized deferred tax assets to the extent recovery was probable. In reaching this conclusion, Management considered the probability of future taxable profits considering the Licensing Agreement. See Note 2.3.

Deferred tax relating to items recognized outside the profit or loss is recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.

During the period from January 19, 2013 to December 31, 2015, the Company was subject to a Danish joint taxation group with Tech Growth Invest ApS (see Notes 2.3 and 5.2) and entities under Tech Growth Invest ApS’s control (collectively “Tech Growth”). Under the joint taxation group, the Company received a refund equal to the tax benefit realized by Tech Growth from Tech Growth’s utilization of the Company’s tax losses at the applicable corporate tax rate to the extent that the tax losses reduced the taxable income of Tech Growth. An entity that was part of Tech Growth experienced a change in ownership on December 31, 2015. As a result of the change in ownership, the year ended December 31, 2015 was the final year in which the Company received a refund equal to the tax benefit realized by Tech Growth from Tech Growth’s utilization of the Company’s tax losses. On January 1, 2016, the Company became part of a new Danish joint taxation group with NB FP Investment General Partner ApS and Forward Pharma FA ApS.

Equipment

Equipment, which includes computers, office equipment, furniture and manufacturing equipment, is stated at cost, net of accumulated depreciation. Manufacturing equipment is owned by the Company and placed in service for the use of Company vendors who provide contract manufacturing services to the Company. There have been no impairment losses recognized by the Company since the inception of the Company.

Depreciation is calculated on a straight-line basis over the expected useful lives of the underlying assets of two to eight years. The residual values of equipment are not material.

The useful life of and method of depreciation of equipment are reviewed by management at least each year end or more often based on changes in facts or circumstances that may result and are adjusted prospectively as changes in accounting estimates. For all periods presented herein, changes in accounting estimates for equipment were immaterial.

Investment in subsidiaries

Investments in subsidiaries are carried at cost less impairment. Impairment testing is performed if there is an indication that the Company’s investment in a subsidiary is not recoverable such as situations where the subsidiary is experiencing recurring losses and profitability is not anticipated or the Company’s investment exceeds the net book value of assets in the subsidiary. If an investment in subsidiary is deemed to be impaired, the carrying value of the investment in subsidiary is written down to the estimated recoverable amount. For investments that have been impaired, Management will reassess recoverability at each subsequent period end and reverse prior impairment loss to

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the extent that the estimated recoverable amount exceeds the carrying amount, but only to the extent that the recoverable amount does not exceed the original cost. See Note 4.4.

Financial Assets.

Initial recognition and measurement

Financial assets that meet certain criteria are classified at initial recognition as either financial assets at fair value through profit or loss, available-for-sale financial assets held to maturity, investments or receivables. The Company’s financial assets include cash, cash equivalents, other receivables and available-for-sale financial assets. The Company does not hold assets that have been classified at fair value through profit or loss or held to maturity. Generally, the Company’s financial assets are available to support current operations; however, amounts expected to be realized within the next twelve months are classified within the statement of financial position as current assets. Certain available-for-sale financial assets have historically been classified within the statement of financial position as non-current assets as management had no intention or business reason to dispose of these financial assets before their maturities which were in excess of twelve months. The Company has no derivative financial assets nor has there been a change in classification of a financial asset after initial recognition and measurements as discussed herein. Financial assets are not acquired for trading or speculative purposes and available-for-sale financial assets are expected to be held until maturity.

The Company’s financial assets are recognized initially at fair value plus, in the case of financial assets not carried at fair value through profit and loss, transaction costs that are attributable to the acquisition of the financial asset, if any.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification. After initial measurement, loans and receivables are measured at amortized cost using the effective interest rate method. Historically the Company’s receivables are due within a short period of time and therefore the impact of using the effective interest rate method on the Company’s financial statements has been immaterial. The Company has no loans. This category also applies to cash and cash equivalents that comprise cash at banks available on demand.

Available-for-sale financial assets include government issued debt instruments. After initial recognition, they are carried at fair value with changes in fair value from period to period recognized in other comprehensive income. Interest earned from available-for-sale financial assets is reported as interest income using the effective interest rate method.

Financial asset impairment

The Company assesses at the end of each reporting period whether there has been objective evidence that a financial asset or group of financial assets may be impaired. Impairment losses are incurred if there is objective evidence of impairment and the evidence indicates that estimated future cash flows will be negatively impacted. For financial assets held at amortized costs, the amount of loss to be recognized in the financial statements is measured as the difference between the carrying value of the financial asset and the present value of the expected cash flows of the financial asset using the original effective interest rate. For each of the years ended December 31, 2016 and 2015, the Company did not experience an impairment of a financial asset. For impaired available-for-sale financial assets, the amount of loss to be recognized is measured as the difference between the carrying value of the available-for-sale financial asset and its fair value.

Financial Liabilities

The Company’s financial liabilities include trade payables related to the Company’s purchase of products and services from various vendors in the normal course of business. The Company’s trade payables include payment terms that generally do not exceed 30 days. Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method in the event a vendor has provided extended payment terms to the Company. Historically none of the Company’s vendors have provided extended payment terms and therefore the application of the effective interest method did not impact the Company’s financial statements.

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Other Receivables

Other receivables primarily comprise value added tax (“VAT”) receivables and accrued interest income on available-for-sale financial assets. Other receivables that are not financial assets are recognized and measured at cost less impairment losses, if any. There have been no impairment losses in the financial periods presented. For more information on other receivables see Note 3.2.

Intercompany Receivables and Loans

Intercompany receivables are measured at cost less any impairment losses. Intercompany loans are measured at cost.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash at banks available on demand.

Statement of Cash Flow

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

Cash flows used in operating activities primarily comprise the net loss for the year adjusted for non-cash items, such as share-based compensation expense, depreciation expense and foreign exchange gains and losses as well as changes in working capital.

Cash flows used in investing activities are comprised primarily of payments relating to equipment purchases and the investment in or maturity of available-for-sale financial assets.

Cash flows from financing activities includes the proceeds from share issuances.

Other Operating Income

Other operating income consists of management fees from the German subsidiary. Management fees are recognized on an accrual basis. There are no management fees due from our United States or Danish subsidiaries.

1.2 Significant Accounting Judgements, Estimates and Assumptions

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of income, expenses, assets and liabilities, as well as the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

Judgments made in applying accounting policies

In the process of applying the Company’s accounting policies, management has made the following judgments that have the most significant effect on the amounts recognized in the financial statements. Refer to the Note(s) for more details:

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are listed below. The Company based its assumptions and estimates on information available when the financial statements were prepared.

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Management has determined that the following items are subject to a high degree of estimation uncertainty and are significant to the financial statements:

1.3 New and Amendments to Accounting Standards

Standards effective in 2016:

New standards and amendments to standards and interpretations (collectively “Amendments”) were issued by the IASB that became effective during 2016 or subsequent to December 31, 2016. None of the Amendments effective during 2016 had an effect on the Company’s financial statements.

Standards issued but not yet effective:

The future adoption of the Amendments that become effective on or after January 1, 2017 are currently not expected to have a material effect on the Company’s financial statements; however, as discussed below, the future adoption of IFRS 9 Financial Instruments (“IFRS 9”), IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) and/or IFRS 16 Leases (“IFRS 16”) could have a material effect on the Company’s financial statements. Management’s current expectation is that Amendments will be adopted by the Company when mandated; however, Management is evaluating whether to adopt IFRS 15 on January 1, 2017.

IFRS 9: This standard addresses the accounting for financial assets and liabilities including their classification and measurement, impairment and hedge accounting. The Company does not anticipate adopting IFRS 9 before the mandatory effective date of January 1, 2018. The impact on the Company’s financial statements of the future adoption of IFRS 9 will be determined based on facts and circumstances that exist at the time of adoption that cannot be predicted currently. The only financial instruments held by the Company at December 31, 2016 that would be affected by IFRS 9 are the available-for-sale financial assets that are currently measured each reporting period at fair value through other comprehensive income. Management’s preliminarily position is that the available-for-sale financial assets held at December 31, 2016 would meet the definition under IFRS 9 to be accounted for under the amortized cost category. In reaching this preliminary position, management considered the Company’s historic investment activity, current investment policies and intent to not sell the available-for-sale financial assets prior to maturity and believes that the appropriate business model assessment would result in the conclusion that the Company’s financial assets are held to collect contractual cash flows. The effect of using amortized cost to account for the Company’s available-for-sale financial assets at December 31, 2016 would eliminate the need to carry such assets at fair value resulting in a reversal of cumulative fair value beneficial adjustment of the available-for-sale assets with a corresponding reduction in other components of equity of $218,000. In addition, the benefit reflected in the statement of comprehensive loss for the year ended December 31, 2016 from the change in fair value of the available-for-sale financial assets would be eliminated. The future adoption of IFRS 9 is not expected to have an effect on the Company’s reported net loss or cash flows.

IFRS 15: This standard addresses the accounting and disclosure requirements for revenue contracts with customers. The effective date is January 1, 2018. There will be no impact on the Company’s financial statements presented herein upon the future adoption of IFRS 15 as the Company has no revenue from customers. Management is in the process of evaluating the effect the License Agreement will have on the Company’s financial statements in the future, including the effects of adopting IFRS 15. Until the evaluation is completed, an estimate of the future effect the License Agreement will have on the Company’s financial statements cannot be made.

IFRS 16: This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. IFRS 16 has an effective date of January 1, 2019. The impact on the Company’s financial statements from the future adoption of IFRS 16 will be determined based on facts and circumstances that exist at the time of adoption that cannot be predicted currently. As of December 31, 2016, the Company only has leases with terms of less than twelve months and therefore had the adoption of IFRS 16 occurred at

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December 31, 2016 the effect on the Company’s financial statements would be immaterial. Management’s current expectation is that IFRS 16 will be adopted by the Company when mandated.

Section 2 Results for the Year

2.1 Staff Costs

The Company’s staff costs, that are expensed as incurred, for each of the years ended December 31, 2016 and 2015 are as follows:

Staff costs are included in the statement of profit or loss as follows:

Key management consists of the Company’s Chief Executive Officer and Chief Financial Officer (“CFO”). The Company’s CFO is compensated by Forward Pharma USA, LLC. Although the CFO is not directly compensated by the Company, and therefore excluded from the above table, the table below includes the compensation of the CFO.

2.2 Share-based Compensation

The Company has entered into various share-based payment arrangements through the granting of equity awards in the form of warrants, options or deferred shares (collectively “equity awards”) to employees, consultants (who provide services similar to employees), non-employee consultants and members of the board of directors. Equity awards have been granted under either the Company’s 2014 Omnibus Equity Incentive Compensation Plan (the “Equity Plan”) or outside the Equity Plan. Outstanding warrants and options have exercise prices stated in DKK or USD. Options and warrants that have exercise prices in DKK have been translated to USD.

The terms of the Equity Plan provide for the board of directors, or a committee appointed by the board of directors, to grant equity awards (as defined below) to employees, consultants and directors of the Company or its subsidiaries. At the inception of the Equity Plan there were 3.1 million ordinary shares available for grant under the Equity Plan. Awards can be in the form of ordinary shares, deferred shares, restricted shares or share options with terms and vesting conditions determined by the board of directors. The Equity Plan contains anti-dilution provisions in the event

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of a stock split or similar corporate transaction. As of December 31, 2016, 1.2 million shares were available for future grant under the Equity Plan.

During the year ended December 31, 2016, 664,000 stock options were granted to certain employees and board members. The option exercise prices per share range from $12.75 to $21.95. Vesting terms are pro rata over either a three or four 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 options expire six years from the date of grant. At the date of grant, the aggregate fair value of options granted in 2016 totaled $8.2 million.

In June 2016, 89,000 warrants (“June 2016 Warrants”) were granted to a consultant. The June 2016 Warrants replaced an equal number of expiring warrants. The exercise price of the June 2016 Warrants is the same as the expiring warrants, or $0.56. The June 2016 Warrants were fully vested upon grant and expire on July 1, 2018. For financial reporting purposes, the June 2016 Warrants were accounted for as a modification of the expiring warrants to extend the expiration date. The financial statement impact of the modification of the June 2016 Warrants was not material.

During May 2016, 130,000 warrants were exercised yielding proceeds to the Company of $112,000. The fair value of an ordinary share of the Company on the date of exercise was $18.60.

During October 2016, the Company entered into a four year consulting agreement with a member of the board of directors. The consulting agreement provides for the granting of 13,000 deferred shares as full compensation for services to be rendered. The deferred shares vest in equal increments annually over four years. Unvested deferred shares vest immediately in the event there is a change in control as defined in the award agreement. At the date of grant, the aggregate fair value of the deferred shares totaled $275,000.

During the year ended December 31, 2015, 706,000 stock options were granted to certain employees, board members and consultants (who provide services similar to employees) and 500,000 stock options were granted to non-employee consultants. The options granted to the non-employee consultants are discussed in more detail below. The option exercise prices per share, excluding the 500,000 options awarded to the non-employee consultants, range from $20.90 to $36.85. Vesting terms are pro rata over either a three or four 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. At the date of grant, the aggregate fair value of options granted in 2015, excluding the fair value of the options granted to the non-employee consultants, totaled $10.2 million.

As discussed above, during the year ended December 31, 2015 a total of 500,000 options were granted to non-employee consultants of the Company (“Consultant Options”). 250,000 Consultant Options have an exercise price of $28.26 and the balance have an exercise price of $141.30. The Consultant Options expire on May 15, 2020 and vesting is over five years; however, the Consultant Options can only be exercised during the period from April 2, 2020 to May 15, 2020. Vesting and exercise are accelerated in the event there is a change in control as defined in the option award agreements. The Company’s board of directors holds a unilateral right to terminate the Consultant Options for any reason at any time prior to vesting. The fair value of the Consultant Options is measured using the Black Scholes model with inputs not materially different from those discussed below. The fair value of the Consultant Options is determined as services are rendered. As of December 31, 2016, 100,000 of the Consultant Options have vested including 50,000 with an exercise price of $28.26. The fair value of the Consultant Options was computed using the Black Scholes method and not based on the value of the services received. In reaching the decision to use the value of the Consultant Options and not the value of the services, management considered the variability in the nature, timing and extent of services to be provided by the non-employee consultants that will be significantly affected by actions taken by parties who are not under the control of the Company. Accordingly, the value and timing of the services to be received over the service period cannot be estimated reliably and therefore the value of the Consultant Options was deemed to be a more accurate measure of the consideration paid to the non-employee consultants for services rendered. The weighted average fair value per Consultant Option applied for recognition of an expense during each of the years ended December 31, 2016 and 2015 was $6.04 and $11.88 respectively. The total expense recognized during each of the years ended December 31, 2016 and 2015 was $892,000 and $2.0 million respectively. There were no Consultant Options outstanding prior to 2015.

In order to provide employees, including the Chief Executive Officer, consultants and a board member of the Company and its subsidiaries with the ability to forgo exercising warrants or share options that were set to expire on

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or before January 1, 2016 (“Expiring Awards”), (i) the board of directors, during the year ended December 31, 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 December 31, 2015 and 89,000 expired on January 1, 2016) and (ii) the Company’s shareholders, at the 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, the board of directors, during the year ended December 31, 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 dates, 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 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 $0.56 to $1.19 per share (based on the December 31, 2016 DKK to USD exchange rate). 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. The aggregate fair value of Replacement Awards and Additional Awards at the date of grant totaled $6.8 million. The financial statement impact of the Extended Awards was not material.

A total of 55,000 deferred shares were granted during 2015 including 5,000 to an employee and 25,000 to each of two consultants. The employee’s deferred shares vested in July 2016 and the consultants’ deferred shares vest in equal increments annually over a four year period. Unvested deferred shares vest immediately in the event there is a change in control as defined in the award agreement. At the date of grant, the aggregate fair value of the deferred shares granted in 2015 totaled $1.4 million. On May 6, 2016, one of the consultants was elected to the Company’s board of directors. See Note 5.1.

During the year ended December 31, 2015, 216,000 warrants were exercised yielding proceeds to the Company of $153,000. The weighted average fair value of an ordinary share of the Company on the dates of exercise was $33.79.

The table below summarizes the activity for each of the years ended December 31, 2016 and 2015 for equity awards in the form of options and warrants and the weighted average exercise price (“WAEP”):