Current Report Filing (8-k)
November 07 2018 - 4:13PM
Edgar (US Regulatory)
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): November 2, 2018
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)
|
Registrants 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))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed in its Current Report on Form
8-K
filed on October 19, 2018, Corsicanto II Designated
Activity Company (Corsicanto II), a wholly-owned subsidiary of Amarin Corporation plc (the Company), gave notice on October 19, 2018 to mandatorily exchange the $30.0 million in aggregate principal amount of its
January 2017 3.50% Exchangeable Senior Notes due 2047 (the Notes) into the Companys American Depositary Shares (the Shares) representing the Companys ordinary shares, par value £0.50 per share on
November 2, 2018, subject to the terms and conditions of the Indenture, dated January 25, 2017, by and among Corsicanto II, the Company, and Wilmington Trust, National Association, as trustee, governing the Notes.
The mandatory exchange of the Notes became effective on November 2, 2018, and was settled on November 7, 2018. In accordance with the terms of the
Indenture governing the Notes, the final
as-adjusted
exchange rate was 257.2016 Shares per $1,000 of principal amount of the Notes. This exchange rate resulted in approximately 7,716,048 Shares being issued in
aggregate (before any payment of cash in lieu of fractional Shares) in exchange for the Notes.
The Company issued the Shares pursuant to the exchange of
the Notes in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. The mandatory exchange of the Notes retired all of the outstanding Notes, and the issuance of the Shares also
satisfied the Companys obligations with respect to any accrued and unpaid interest on the Notes as of the effective date of the mandatory exchange.
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: November 7, 2018
|
|
|
|
Amarin Corporation plc
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ John Thero
|
|
|
|
|
|
|
John Thero
|
|
|
|
|
|
|
President and Chief Executive Officer
|
Amarin (NASDAQ:AMRN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Amarin (NASDAQ:AMRN)
Historical Stock Chart
From Apr 2023 to Apr 2024