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 May 2018
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.
| Form 20-F ☒ | Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Notice to Convene Annual General Meeting
On May 1, 2018, Forward Pharma A/S (the “Company”) mailed to its shareholders a notice to convene the 2018 annual general meeting of shareholders on May 30, 2018 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.
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.
| FORWARD PHARMA A/S | ||
| Date: May 1, 2018 | By: | /s/ Claus Bo Svendsen |
| Claus Bo Svendsen | ||
| Chief Executive Officer | ||
EXHIBIT INDEX
| 99.1 | Notice to Convene Annual General Meeting | |
| 99.2 | Proxy/Voting by Correspondence Form | |
| 99.3 | Request for Admission Card | |
| 99.4 | Share Capital and Voting Rights |
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 30 May 2018 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) | Presentation and adoption of the audited annual report. |
| (c) | Distribution of profit or covering of loss according to the adopted annual report. |
| (d) | Discharge of the board of directors and the management board. |
| (e) | Election of members to the board of directors. |
| (f) | Appointment of auditor. |
| (g) | Any other business. |
Elaboration on items on the agenda
Item (b):
The board of directors proposes that the audited annual report for 2017 is adopted by the general meeting.
Item (c):
The board of directors proposes that the result for the accounting year 2017 be carried forward by transfer to the next financial year.
Item (d):
The board of directors proposes that the discharge of the board of directors and the management board is approved.
Item (e):
All members of the board of directors consisting of Florian Schönharting (chairman), Duncan Charles McNaught Moore, Torsten Goesch, Grant Hellier Lawrence and Jakob Mosegaard Larsen, are up for election. The board of directors proposes re-election of all members of the board of directors. Information about the education, competences and experience of the candidates is included in appendix 1.
Item (f):
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 (g):
No decisions or proposals can be adopted under item (g).
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 943,679.98, divided into 94,367,998 shares of DKK 0.01 each. Each share of DKK 0.01 carries one vote.
Record date
The record date is Wednesday 23 May 2018 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 25 May 2018 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 Friday 25 May 2018 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 29 May 2018 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; |
| - | Outline of 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. |
1 May 2018
The board of directors of Forward Pharma A/S
Appendix 1
Florian Schönharting
Mr. Schönharting is currently the chairman of our board of directors and has served on the board since our incorporation in July 2005. Mr. Schönharting is our co-founder. He has also founded or co-founded several other biopharmaceutical companies, including Genmab A/S, Veloxis A/S (f/k/a Life Cycle Pharma A/S) and Zealand Pharma A/S. Mr. Schönharting has more than 23 years of investment executive experience in public and private equity funds involved in the biopharmaceutical industry. He actively managed BI Healthcare SICAV and BI Bioteknologi SICAV for eight years. Mr. Schönharting currently manages the following funds and certain affiliates of these funds: NB Public Equity K/S, Nordic Biotech K/S, Nordic Biotech Opportunity Fund K/S (NBOF), NB FP Investment I K/S (NBFPI) and NB FP Investment II K/S (NBFPII). Mr. Schönharting is also manager of Tech Growth Invest ApS. Mr. Schönharting has an M.Sc (Econ) from Copenhagen Business School.
Duncan Moore
Dr. Moore has served on our board of directors since May 2016. Dr. Moore is a partner at East West Capital Partners since May 2008. Previously, Dr Moore was a top ranked pharmaceutical analyst at Morgan Stanley from 1991 to 2008 and was a Managing Director from 1997 to 2008 leading the firm's global healthcare equity research team. Whilst at the University of Cambridge he co-founded a medical diagnostics company called Ultra Clone with two colleagues which led to the beginnings of a 20-year career in healthcare capital markets analysis. In 1986, he was involved in setting up the Bank Invest biotechnology funds and was on its scientific advisory board. Dr. Moore was educated in Edinburgh and went to the University of Leeds where he studied Biochemistry and Microbiology. He has an M.Phil and Ph.D. from the University of Cambridge where he was also a post-doctoral research fellow. Currently, he is an active investor in biomedical companies as Chairman of Lamellar Biomedical, Oncology Ventures and StepJockey. In addition, he has board positions at Cycle Pharma and Braidlock.
Torsten Goesch
Dr. Goesch has served on our board of directors since June 2006. He has also been the director of Rosetta Capital I, LP a secondary life sciences investor since 2002. In this function, Dr. Goesch is responsible for the management of several Rosetta Capital I, LP investments and has served as a member of the board of directors of many biopharmaceutical companies, including Enobia Ltd and Cytochroma Ltd. Dr. Goesch is also the founder and former Managing Director of TRG Invest, a Munich-based consulting business serving companies in the life science sector. Additionally, Dr. Goesch served as the General Manager for the German Speaking Countries at Biogen from 1997 to 1999, and before that was the Commercial Head of Merck KGaA's worldwide generics drug business, Merck Generics. He practiced as a physician of internal medicine at the University Hospital Hamburg-Eppendorf from 1988 to 1990, focusing on nephrology, immunology and oncology. Dr. Goesch has a Master of Management from the J.L. Kellogg Graduate School of Management at Northwestern University, as well as an M.D. and Ph.D. from Heinrich Heine University Dusseldorf.
Grant Hellier Lawrence
Mr. Lawrence has served on our board of directors since July 2015. Mr. Lawrence is currently Managing Director and CFO at Nunc A/S, a Thermo Fisher Scientific company. He has more than 15 years of financial and information technology management experience within global Life Science manufacturing and commercial companies, where he has provided overall leadership and strategic direction with a proven record of driving sustained business and financial performance. Prior to joining Thermo Fisher Scientific, Mr. Lawrence worked for FMC and Pioneer Electronic Corporation. Mr. Lawrence holds a Diploma in Mechanical Engineering (1984) and graduated from the University of South Africa with a Bachelor of Commerce Degree in Accounting and Business Administration (1989).
Jakob Mosegaard Larsen
Mr. Larsen has served on our board of directors since July 2015. Mr. Larsen is currently a partner at Copenhagen-based law firm Mazanti-Andersen Korsø Jensen Law Firm LLP. Prior to January 1, 2016, Mr. Larsen was a Partner at Copenhagen-based the law firm Nielsen Nørager Law Firm LLP. Mr. Larsen serves as a trusted advisor of Danish and international private equity and venture fund managers. He has several years of experience acting as a legal adviser of biotech and life science companies. Mr. Larsen is chairman of the Danish Venture Capital and Private Equity Association's (DVCA) Legal Committee and serves as DVCA's representative on Invest Europe's Tax, Legal and Regulatory Committee. He graduated from Copenhagen University with a Master Degree in Law and holds an executive MBA from Copenhagen Business School.
From 2005 to December 31, 2015 (or for those entities that were established after 2005, since their inception), Nielsen Nørager Law Firm LLP acted as our Danish legal counsel and legal counsel to the Nordic Biotech funds that currently are our shareholders, and the advisory company and the general partners of those funds. Subsequent to December 31, 2015, Mazanti-Andersen Korsø Jensen Law Firm LLP has become our Danish legal counsel and legal counsel to the Nordic Biotech funds, the advisory company and the general partners of those funds. As a former partner in Nielsen Nørager Law Firm LLP and now as a partner at Mazanti-Andersen Korsø Jensen LLP, Mr. Larsen has been and remains extensively involved in the provision of these legal services. Since 2011, Mr. Larsen has also served as a member of the board of directors of the advisory company of two of the Nordic Biotech funds that currently are our shareholders. Mr. Larsen serves on our board of directors in his individual capacity and not as a representative of any of the law firms.
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 30 May 2018 at 2:00 pm (CET).
| Name: | |
|
Address: |
(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) | ¨ | Proxy is granted to a named third party (deadline Friday 25 May 2018 end of day (CET)): |
| Name: | |
|
Address: |
(Please use CAPITAL LETTERS)
or
| B) | ¨ | 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 Friday 25 May 2018 end of day (CET)). |
or
| C) | ¨ | 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 Friday 25 May 2018 end of day (CET)). |
or
| D) | ¨ | 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 29 May 2018 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.
|
AGENDA ITEMS |
FOR |
AGAINST |
ABSTAIN |
RECOMMENDATION FROM THE BOARD
|
| (a) The board of director’s report on the company’s activities in the past financial year | ||||
| (b) Adoption of the audited annual report 2017 |
¨
|
¨
|
¨
|
FOR |
| (Indicate votes if cast differently (no. of shares)): | ||||
| (c) Distribution of profit according to the adopted annual report |
¨
|
¨
|
¨
|
FOR |
| (Indicate votes if cast differently (no. of shares)): | ||||
| (d) Discharge of the board of directors and the management board |
¨
|
¨
|
¨
|
FOR |
| (Indicate votes if cast differently (no. of shares)): | ||||
| (e) Election of members to the board of directors (see below) | ||||
| (1) Florian Schönharting |
¨
|
¨
|
FOR | |
| (Indicate votes if cast differently (no. of shares)): | ||||
| (2) Duncan Charles McNaught Moore |
¨
|
¨
|
FOR | |
| (Indicate votes if cast differently (no. of shares)): | ||||
| (3) Torsten Goesch |
¨
|
¨
|
FOR | |
| (Indicate votes if cast differently (no. of shares)): | ||||
| (4) Grant Hellier Lawrence |
¨
|
¨
|
FOR | |
| (Indicate votes if cast differently (no. of shares)): | ||||
| (5) Jakob Mosegaard Larsen |
¨
|
¨
|
FOR | |
| (Indicate votes if cast differently (no. of shares)): | ||||
| (f) Re-election of Ernst & Young Godkendt Revisionspartnerselskab as auditor |
¨
|
|
¨
|
FOR |
| (Indicate votes if cast differently (no. of shares)): | ||||
| (g) Any other business |
| 2 |
The proxy applies to all business being transacted at the annual general meeting. In the event that new proposals are submitted, including amendments or proposals for election of members to the board of directors or auditor, that are 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 of the board of directors as stated above.
If the form is only partially completed, votes will be cast in accordance with the recommendations 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 23 May 2018 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.
Date: ____________ 2018
|
Name: Title: |
Name: Title: |
The dated and signed form, if used as a proxy (box A-C above) must reach Forward Pharma A/S no later than Friday 25 May 2018 end of day (CET). The dated and signed form, if used for written votes (voting by correspondence) (box D above), must reach Forward Pharma A/S no later than Tuesday 29 May 2018 end of day (CET), either by email (art@forward-pharma.com) or by ordinary mail.
3
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 30 May 2018 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 25 May 2018 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):
| ¨ | I/we will attend the annual general meeting and hereby order an admission card |
| ¨ | I/we will attend with advisor: |
____________________________________
Name of advisor (please use CAPITAL LETTERS)
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.
Date: ____________ 2018
On behalf of: ___________________
|
Name: Title: |
Name: Title: |
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 1 May 2018
| SHARES | NOMINAL VALUE (DKK) |
NO. OF SHARES (OF NOMINALLY DKK 0.01)
|
NO. OF VOTES |
|
Ordinary shares
|
943,679.98 | 94,367,998 | 94,367,998 |
|
Outstanding shares
|
943,679.98 | 94,367,998 | 94,367,998 |
|
Own holding of shares*
|
0 | 0 | 0 |
| Outstanding shares excluding own holding of shares | 943,679.98 | 94,367,998 | 94,367,998 |
* Voting rights cannot be exercised