Current Report Filing (8-k)
March 02 2020 - 5:26PM
Edgar (US Regulatory)
0001590560
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0001590560
2020-03-01
2020-03-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
March 2, 2020
uniQure N.V.
(Exact Name of Registrant as Specified in
Charter)
The Netherlands
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001-36294
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N/A
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(State or Other
Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Paasheuvelweg 25a,
1105 BP Amsterdam, The Netherlands
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N/A
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: +31-20-566-7394
(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
(see General Instruction A.2. below):
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Ordinary Shares, par value €0.05 per share
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QURE
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
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Item 1.01
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Entry Into a Material Definitive Agreement
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On March 2, 2020, uniQure N.V. (the “Company”)
entered into a sales agreement (the “Sales Agreement”) with SVB Leerink LLC (“SVB Leerink”) with respect
to an at the market offering program, under which the Company may, from time to time in its sole discretion, offer and sell to
or through SVB Leerink, acting as agent, its ordinary shares, nominal value €0.05 per share, having an aggregate offering
price of up to $150,000,000 (the “Placement Shares”). Any Placement Shares to be offered and sold under the Sales Agreement
will be issued and sold pursuant to the Company’s previously filed and currently effective registration statement on Form
S-3 (File No. 333-225636) (the “Registration Statement”).
SVB Leerink may sell the Placement Shares
by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities
Act of 1933, as amended, including, without limitation, sales made directly on or through The Nasdaq Global Select Market or any
other trading market for the Company’s ordinary shares in the United States, or sales to or through a market maker other
than on an exchange. SVB Leerink will use commercially reasonable efforts to sell the Placement Shares from
time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters
or conditions the Company may impose). SVB Leerink shall not purchase any Placement Shares on a principal basis pursuant to the
Sales Agreement, except as may otherwise be agreed in a separate written agreement.
The Company will pay SVB Leerink a commission
of 3% of the gross sales proceeds of any Placement Shares sold through SVB Leerink, acting as agent, under the Sales Agreement.
The Company is not obligated to make any
sales of Placement Shares under the Agreement. The offering of Placement Shares pursuant to the Sales Agreement will terminate
upon the earlier of (i) the sale of all Placement Shares subject to the Sales Agreement, or (ii) termination of the Sales
Agreement in accordance with its terms.
The Sales Agreement contains representations,
warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify SVB
Leerink against certain liabilities, including liabilities under the Securities Act.
The foregoing description of the Sales Agreement
is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed
herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Rutgers Posch Visée
Endedijk N.V. as to the legality of the Placement Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any
offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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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UNIQURE N.V.
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Date: March 2, 2020
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By:
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/s/ MATTHEW KAPUSTA
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Name:
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Matthew Kapusta
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Title:
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Chief Executive Officer
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