Report of Foreign Issuer (6-k)
July 14 2016 - 4:49PM
Edgar (US Regulatory)
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 July, 2016
Commission File Number: 001-35892
GW PHARMACEUTICALS PLC
(Translation of registrant’s name
into English)
Sovereign House
Vision Park
Histon
Cambridge CB24 9BZ
United Kingdom
(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.
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):
On July 12, 2016, GW Pharmaceuticals plc (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as representatives of the underwriters listed on Schedule
I to the Underwriting Agreement, pursuant to which the Company has agreed to sell an aggregate of 2,800,000 American depositary
shares (“ADSs”), each representing 12 ordinary shares, par value £0.001 per share, of the Company, including
an additional 420,000 of ADSs issuable upon the underwriters’ exercise of an option to purchase additional ADSs within 30
days following the closing of the offering. The offering is expected to close on or about July 18, 2016, subject to the satisfaction
of customary closing conditions. The offering is being made pursuant to the Company’s Registration Statement on Form F-3
(File No. 333-195747) (the “Registration Statement”).
The foregoing description is qualified in its entirety by reference
to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
A copy of the legal opinion of Mayer Brown International LLP,
relating to the ordinary shares underlying the ADSs is filed as Exhibit 5.1 to this report and is filed with reference to, and
is hereby incorporated by reference into, the Registration Statement referred to above.
This Report on Form 6-K, and the
exhibits hereto, are hereby incorporated by reference into the Registration Statement on Form F-3 (Registration Number 333-195747)
filed with the Securities and Exchange Commission on May 7, 2014.
Exhibits
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1.1
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Underwriting Agreement dated July 12, 2016
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5.1
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Opinion of Mayer Brown International LLP, dated July 14, 2016
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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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GW Pharmaceuticals plc
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By:
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/s/ Adam George
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Name:
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Adam George
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Title:
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Chief Financial Officer
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Date: July 14, 2016
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