UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
July 18, 2017
001-36686
(Commission file number)
Forward Pharma A/S
(Translation of registrant’s name into English)
Østergade 24A, 1st Floor
1100 Copenhagen K, Denmark
(Address of principal executive office)
________________________________________
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 [ X ] 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): Yes [ ] 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 [ ] 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 [ ] No [ X ]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Item 1. Issuance of Press Release
On July 18, 2017, Forward Pharma A/S (the “Company”) issued a press release announcing plans to return to its shareholders EUR 19.45 per share, amounting to a total of EUR 917.7 million. The return of capital will be accomplished via a capital reduction (the “capital reduction”), which will be contingent upon receipt of shareholder approval. The Company will hold an extraordinary general meeting on August 2, 2017 to seek shareholder approval for the capital reduction.
The Company has filed as exhibits to this Form 6-K a press release dated July 18, 2017, announcing the capital reduction, and the Notice to Convene Extraordinary General Meeting and accompanying documentation.
SIGNATURE
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.
| Date: July 18, 2017 | Forward Pharma A/S | |||||
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| By: | /s/ Claus Bo Svendsen | |||||
| Name: Claus Bo Svendsen | ||||||
| Title: Chief Executive Officer | ||||||
EXHIBIT INDEX
| 99.1 | Press Release dated July 18, 2017 | |
| 99.2 | Notice to convene the extraordinary general meeting, including the agenda and the complete proposals | |
| 99.3 | Proxy and voting by correspondence form | |
| 99.4 | Request for admission card form | |
| 99.5 | Share capital and voting rights overview | |
| 99.6 | Annual Report 2016 for the company | |
| 99.7 | Articles of Association of the company marked with the proposed amendments against the company’s current Articles of Association of 3 May 2017 | |
| 99.8 | Report of the Board of Directors on events of significance to the company’s position that have taken place since the preparation of the Annual Report 2016 | |
| 99.9 | Statement from the independent auditor on the Report of the Board of Directors |
EXHIBIT 99.1
Forward Pharma announces planned distribution of EUR 19.45 per share to Shareholders
COPENHAGEN, Denmark, July 18, 2017 (GLOBE NEWSWIRE) -- Forward Pharma A/S (NASDAQ:FWP) (“the Company” or “Forward”) today announced plans to return EUR 19.45 per share amounting to a total of EUR 917.7 million to its shareholders through a capital reduction. This decision is based on a careful evaluation of the most appropriate capital allocation strategy after receipt of the non-refundable USD 1.25 billion cash fee from Biogen. The capital reduction aligns the amount of working capital with the adjusted business activities following the settlement and license agreement with Biogen.
Forward will today convene an extraordinary general meeting to obtain the approval of the capital reduction by its shareholders on August 2, 2017 and, subject to shareholder approval, plans to complete the capital reduction in early September 2017. Shareholders representing more than two-thirds of Forward’s voting share capital have irrevocably agreed to vote in favor of the capital reduction.
Forward expects to file today a Form 6-K with the United States Securities and Exchange Commission containing the materials for the extraordinary general meeting and certain related documents. For information about taxation of shareholders and holders in the United States of Forward’s American Depositary Shares (“ADSs”), please see Forward Pharma A/S’s prospectus and information in the latest annual report for the year ended December 31, 2016, filed under form 20-F with the United States Securities and Exchange Commission (SEC). The Company advises shareholders as well as holders of ADSs to consult their own tax advisors with respect to the tax ramifications of the currently planned distribution from the Company.
About Forward Pharma:
Forward Pharma A/S is a Danish biopharmaceutical company that commenced development in 2005 of FP187, a proprietary formulation of DMF for the treatment of inflammatory and neurological indications. The Company owns a significant intellectual property (IP) portfolio related to DMF formulations. The Company granted to Biogen an irrevocable license to all of its IP through the recent settlement and license agreement with Biogen and received from Biogen a non-refundable cash fee of USD 1.25 billion in February 2017. The Company has the opportunity to receive royalties from Biogen on sales of Tecfidera® or other DMF products for MS, dependent on, among other things, successfully appealing the U.S. interference and a favorable outcome in Europe with respect to the EP2801355 opposition proceeding.
The 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 Company, please visit our web site at http://www.forward-pharma.com.
Forward Pharma A/S Investor Relations Contact:
Forward Pharma A/S
Dr. Claus Bo Svendsen, Chief Executive Officer
Investor Relations
investors@forward-pharma.com
The Trout Group
John Graziano
jgraziano@troutgroup.com
+1 (646) 378 2942
Forward Looking Statements:
Certain statements in this press release may constitute “forward-looking statements” of Forward Pharma A/S 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”, “estimate”, “would”, “may”, “plan” 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, risks related to the following: the timing and tax consequences of our planned distribution to shareholders; the benefits of the mechanism of the planned distribution relative to other potential mechanisms for a return of capital; the satisfaction of certain conditions, and the accuracy of certain representations of the Company, in the settlement and license agreement entered into with subsidiaries of Biogen Inc. and certain other parties thereto; our ability to obtain, maintain, enforce and defend issued patents with royalty-bearing claims; our ability to prevail in the interference proceeding after all appeals and obtain issuance of the ’871 application; our ability to prevail in or obtain a favorable decision in the ‘355 European opposition proceedings, after all appeals; the expected timing for key activities and an ultimate ruling in such legal proceedings; the issuance and term of our patents; future sales of Tecfidera®, including impact on such sales from competition, generic challenges, regulatory involvement and pricing pressures; 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; and our ability to generate revenue from product sales in the U.S. directly or through an assignee of our U.S. co-exclusive license rights in the event Biogen does not obtain an exclusive license from us in the U.S. Certain of these and other risk 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, 2016. We are providing this information as of the date of this 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.
Exhibit 99.2
Exhibit 99.3
Exhibit 99.4
Exhibit 99.5
Exhibit 99.6
Exhibit 99.7
Exhibit 99.8
Exhibit 99.9
