INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-203040, 333-210810, 333-211512, 333-213412, 333-214843, 333-216883, 333-228576,
333-254101, 333-261550 and 333-270088) and Form F-3 (Registration Numbers 333-209336, 333-211511, 333-216882, 333-223134,
333-225284 and 333-256571) of Ascendis Pharma A/S (the Company or Ascendis) (including any prospectuses forming a part of such registration
statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
On January 29, 2024, the Company announced the
formation and launch with Frazier Life Sciences of Eyconis, Inc., a separate company created to develop, manufacture, and commercialize TransCon ophthalmology assets globally, together with a $150 million commitment from an investor syndicate
that includes Frazier, RA Capital Management, venBio, and HealthQuest Capital.
Ascendis Pharma has granted Eyconis exclusive rights to develop and
commercialize TransCon ophthalmology products globally and received an equity position in the newly formed company. In addition, Ascendis will be eligible to receive development, regulatory, and sales milestone payments of up to $248 million,
plus single digit royalties on global net sales of commercialized products, if any. Eyconis will initially be based in Redwood City, California, and certain employees of Ascendis are expected to join the newly formed company.
Eyconis is led by ophthalmology industry veteran, Emmett Cunningham, M.D., Ph.D., MPH, Senior Partner at HealthQuest Capital, who joins Eyconis as Executive
Chairman, and experienced biopharmaceutical executive Oliver Boris Stauch, who joins Eyconis as Chief Operating Officer after serving previously as Head of Ophthalmology at Ascendis Pharma.
In addition to Dr. Cunningham, Daniel Estes, Ph.D., and Anna Chen, Ph.D., from Frazier, Conrad Wang, M.D., from HealthQuest Capital, and Yvonne Yamanaka,
Ph.D., from venBio have joined the board in connection with the financing. Ascendis has the right to designate one individual to the board.
Forward-Looking Statements
This report contains
forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report regarding Ascendis future operations, plans and objectives of management are
forward-looking statements. Examples of such statements include, but are not limited to, statements relating to (i) Eyconis ability to develop, manufacture, and commercialize TransCon ophthalmology assets globally with an investor
syndicate, (ii) Ascendis eligibility to receive development, regulatory, and sales milestone payments and royalties and the amounts thereof and (iii) Ascendis expectation that Eyconis will initially be based in Redwood City,
California and certain Ascendis employees will join the newly formed company. Ascendis may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should
not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could
cause actual results or events to differ materially from the forward-looking statements that Ascendis makes, including the following: dependence on third party manufacturers, distributors and service providers for Ascendis products and product
candidates; unforeseen safety or efficacy results in Ascendis development programs or on-market products; delays in the development of programs related to manufacturing, regulatory requirements, speed of
patient recruitment or other unforeseen delays; Eyconis ability to obtain additional funding, if needed, to support its business activities; the impact of international economic, political, legal, compliance, social and business factors. For a
further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Ascendis business in general, see Ascendis Annual Report
on Form 20-F filed with the U.S. Securities and Exchange Commission (SEC) on February 16, 2023 and Ascendis other future reports filed with, or submitted to,