AMRN Amarin Corp PLC

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 16, 2014

 

 

Amarin Corporation plc

(Exact name of registrant as specified in its charter)

 

 

 

England and Wales		0-21392		Not applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

2 Pembroke House, Upper Pembroke Street 28-32, Dublin 2, Ireland		Not applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +353 1 6699 020

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

Item 1.01 Entry into a Material Definitive Agreement.

Effective October 16, 2014, Amarin Corporation plc (the “Company”) entered into a series of warrant amendment agreements (collectively, the “Warrant Amendments”) in order to extend the expiration date of certain outstanding warrants (collectively, the “Warrants”) to the close of business, New York time, on February 27, 2015. The Warrants were issued by the Company pursuant to certain Equity Securities Purchase Agreements dated October 2009 and were scheduled to expire on October 16, 2014. No other terms of the Warrants were amended. The Warrants currently provide the holders thereof the right to purchase up to an aggregate of 8,087,388 of the ordinary shares of the Company at an exercise price of $1.50 per share. The form of Warrant Amendment is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The foregoing description of the terms of the Warrant Amendments is qualified in its entirety by reference thereto.

Item 2.02 Results of Operations and Financial Condition.

See Item 7.01 below, which is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

The Company also announced today its intention to share with investors the amount of cash and cash equivalents it had on hand as of September 30, 2014. Although the Company has not finalized its financial results for the three and nine months ended September 30, 2014, the Company currently anticipates that its cash and cash equivalents were approximately $135.4 million as of September 30, 2014. This information is unaudited and does not present all information necessary for an understanding of the Company’s financial condition as of September 30, 2014 and its results of operations for the three and nine months ended September 30, 2014. The Company expects to announce its full results for the three and nine months ended September 30, 2014 by November 10, 2014.

The information in this report furnished pursuant to Items 2.02 and 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Items 2.02 and 7.01 of this report.

* * *

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
10.1		Form of Warrant Amendment

---

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 hereunto duly authorized.

 

Date: October 16, 2014				Amarin Corporation plc
				By:		/s/ John Thero
						John Thero
						President and Chief Executive Officer

---

Exhibit Index

 

Exhibit No.		Description
10.1		Form of Warrant Amendment

Exhibit 10.1

AMENDMENT TO WARRANT W-[    ]

TO PURCHASE [    ] ORDINARY SHARES

THIS WARRANT AMENDMENT (this “Amendment”), effective as of October 16, 2014, is by and between [                    ] (the “Holder”) and Amarin Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and amends that certain Warrant W-[    ] to purchase [    ] ordinary shares, par value £0.50 per share, of the Company (the “Ordinary Shares”), each Ordinary Share represented by one American Depositary Share of the Company (“ADS”), subject to adjustment as provided therein, issued by the Company to the Holder on [            ,             ] (the “Warrant”). The Warrant is one of a series of warrants issued pursuant to the terms of the Securities Purchase Agreement, dated October 12, 2009, by and among the Company, the original holder of the Warrant and the other parties named therein (the “Purchase Agreement”).

In consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.

Amendments.

 

a.

Exercise Period. Section 1(c) of the Warrant is hereby amended in its entirety to read as follows:

“(c) “Exercise Period” shall mean the period commencing on the date hereof and ending on February 27, 2015 at 5:00 p.m. New York City time.”

 

b.

“Void After” Date. The heading appearing on the first page of the Warrant stating “Void After October 16, 2014” is hereby amended in its entirety to read as follows:

“Void After 5:00 p.m. New York City time on February 27, 2015”

 

2.

No Other Amendments; Confirmation. Except as expressly amended, modified and supplemented hereby, the provisions of the Warrant are and shall remain in full force and effect.

 

3.

Holder Status. Effective as of the date of this Amendment, the Holder re-affirms the representations and warranties set forth in Article 3 of the Purchase Agreement.

 

4.

Integration. This Amendment constitutes the entire agreement and the understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties with respect to the subject matter hereof.

 

5.

Governing Law. This Amendment shall be governed by the laws of England and Wales without regard to the principles of conflict of laws.

 

6.

Counterparts. This Amendment may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.

*    *    *    *    *

---

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

 

 

[ Signature Page to Amarin Corporation plc Warrant Amendment ]