Filed Pursuant to Rule 424(b)(3)
Registration No. 333-209096
PROSPECTUS SUPPLEMENT NO. 3
To Prospectus dated February 17, 2016 as amended by Post-Effective Amendment dated
March 18, 2016
2,060,000 Shares
Parnell Pharmaceuticals Holdings Ltd
Ordinary Shares
This Prospectus Supplement No. 3 (this “Supplement”)
amends and supplements our Prospectus dated February 17, 2016 (the “Prospectus”) as amended by Post-Effective Amendment
No. 2 dated March 18, 2016, which forms a part of our Registration Statement (our “Registration Statement”) on Form
F-1 (Registration No. 333-209096). This Supplement is being filed to amend and supplement the information included or incorporated
by reference in the Prospectus with the information contained in this Supplement. The Prospectus and this Supplement relate to
the offer and sale of up to 2,060,000 ordinary shares of Parnell Pharmaceuticals Holdings Ltd, an Australian public company limited
by shares, by Lincoln Park Capital Fund, LLC.
This Supplement includes our Current Report on Form 6-K, which was
filed with the Securities and Exchange Commission on May 31, 2016.
The information contained in the Current Report on Form 6-K included
in this Supplement is dated as of the date of such document. This Supplement should be read in conjunction with the Prospectus
that was previously delivered, except to the extent that the information in this Supplement updates and supersedes the information
contained in the Prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Supplement is May 31, 2016.
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 2016
Commission File Number: 333-196065
__________________________
PARNELL PHARMACEUTICALS HOLDINGS LTD
__________________________
Unit 4, Century Estate
476 Gardeners Road
Alexandria 2015 NSW
Australia
(Address of principal executive offices)
__________________________
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
ý
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):
¨
PARNELL PHARMACEUTICALS HOLDINGS LTD
Form 6-K
TABLE OF CONTENTS
Exhibit
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Exhibit No.
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Press Release Announcing Contract Manufacturing Agreement with Merial
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99.1
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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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Parnell Pharmaceuticals Holdings Ltd
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By:
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/s/ Robert Joseph
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Name:
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Robert Joseph
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Title:
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President and CEO
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Date: May 31, 2016
FOR IMMEDIATE RELEASE
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Parnell Pharmaceuticals Holdings
Ltd Announces Contract Manufacturing Agreement with Merial
Overland Park, Kan. (May 31, 2016)
—
Parnell
Pharmaceuticals Holdings Ltd (NASDAQ: PARN), a fully integrated, commercial-stage pharmaceutical company focused on developing,
manufacturing and marketing innovative animal health solutions, today announced the commencement of a Contract Manufacturing Agreement
with Merial, the animal health division of Sanofi.
Under the terms of the Contract Manufacturing Agreement, Merial will purchase certain
sterile injectable products, exclusively from Parnell, with minimum annual purchase commitments over the 10-year term of the agreement.
Merial will pay an upfront establishment fee in return for Parnell commencing immediate supply of product. Parnell estimates the
total value of the agreement between USD$7 million and USD$20 million depending on volume of product purchased by Merial over the
10-year term.
Robert Joseph, President and CEO said “We are very pleased to announce the commencement
of our first contract manufacturing agreement with a major multinational. Merial has a fantastic reputation in the industry and
we are excited that Parnell will be supplying sterile injectable products from our state-of-the-art, FDA and EMA approved manufacturing
facility. Our Business Development team has been pursuing contract manufacturing opportunities to leverage the 75% available capacity
we have in our facility, and this agreement with Merial generates cashflows that will contribute to our goal of seeing our manufacturing
division become a profit center for us in the future. We hope to announce further contract manufacturing deals in 2016.”
About
Parnell
Parnell (PARN) is a fully integrated, veterinary pharmaceutical
company focused on developing, manufacturing and commercializing innovative animal health solutions. Parnell currently markets
five products for companion animals and production animals in 14 countries and augments its pharmaceutical products with proprietary
digital technologies – FETCH™ and mySYNCH®. These innovative solutions are designed to enhance the quality of life
and/or performance of animals and provide a differentiated value proposition to our customers. Parnell also has a pipeline of 7
drug products covering valuable therapeutic areas in orthopedics, dermatology, anesthesiology, nutraceuticals and metabolic disorders
for companion animals as well as reproduction and mastitis for cattle.
For more information on the company and its products, please visit
www.parnell.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and information
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "may," "anticipate,"
"estimate," "expects," "projects," "intends," "plans," "develops,"
"believes," and words and terms of similar substance used in connection with any discussion of future operating or financial
performance identify forward-looking statements. Forward-looking statements represent management's present judgment regarding future
events and are subject to a number of risk and uncertainties that could cause actual results to differ materially from those described
in the forward-looking statements. These risks include, but are not limited to, Parnell's expectations regarding the completion,
timing and size of the public offering and the expected proceeds therefrom, risks and uncertainties regarding Parnell's research
and development activities, its ability to conduct clinical trials of product candidates and the results of such trials, as well
as risks and uncertainties relating to litigation, government regulation, economic conditions, markets, products, competition,
intellectual property, services and prices, key employees, future capital needs, dependence on third parties, and other factors,
including those described in Parnell's Annual Report on Form 20-F filed with the Securities and Exchange Commission, or SEC, on
March 4, 2016, along with its other reports filed with the SEC. In light of these assumptions, risks, and uncertainties, the results
and events discussed in any forward-looking statements contained in this press release might not occur. Investors are cautioned
not to place undue reliance on the forward-looking statements, which speak only as of the date of this press release. Parnell is
under no obligation, and expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result
of new information, future events, or otherwise.
CONTACT: For more information, contact:
Parnell Pharmaceuticals Holdings
Robert Joseph, 913-274-2100
info@parnell.com
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