Current Report Filing (8-k)
October 05 2018 - 05:45PM
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): October 2, 2018
GW PHARMACEUTICALS
PLC
(Exact name of registrant as specified
in its charter)
England and Wales
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001-35892
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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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(I.R.S. Employer
Identification No.)
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Sovereign House,
Vision Park
Chivers Way, Histon
Cambridge, CB24 9BZ
Unted Kingdom
(Address
of principal
executive offices)
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CB24
9BZ
(Zip Code)
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(44) 1223 266800
Registrant’s telephone number,
including area code
N/A
(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):
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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 Entry into a Material Definitive Agreement
On October 2, 2018, GW Pharmaceuticals
plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman
Sachs & Co. LLC, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters listed
on Schedule I to the Underwriting Agreement (the “Underwriters”), pursuant to which the Company (i) agreed to
issue and sell 1,900,000 American Depositary Shares (“ADSs”) to the Underwriters at a price of $158.00 per ADS, and
(ii) granted the Underwriters an option for 30 days to purchase up to an additional 285,000 ADSs that may be sold upon the
exercise of such option by the Underwriters at the same price per ADS, with each ADS representing 12 of the Company’s ordinary
shares, par value £0.001 per share, in an underwritten public offering pursuant to a registration statement on Form
F-3ASR (File No. 333-217329) (the “Registration Statement”) and a related prospectus and prospectus supplement,
in each case filed with the Securities and Exchange Commission (the “Offering”).
The Offering closed on October 5, 2018
and included the full exercise of the Underwriters option to purchase the additional 285,000 ADSs. The Company received gross proceeds
from the Offering of approximately $345 million. The Company intends to use the net proceeds from the Offering to fund its launch
commercialization activities for Epidiolex in the United States; pre-launch commercialization activities in Europe; further expansion
of Epidiolex manufacturing capability to meet anticipated demand; expansion of the market opportunity for Epidiolex through continued
clinical development; advancement of other pipeline opportunities; and working capital and other general corporate purposes.
The Underwriting Agreement contains customary
representations, warranties and covenants. The Company has also agreed in the Underwriting Agreement, among other things, to indemnify
the Underwriters against certain liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities
Act”), or to contribute to payments that the Underwriters may be required to make because of such liabilities. The foregoing
description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this current report on Form 8-K and is incorporated by reference herein. A copy of
the legal opinion and consent of Mayer Brown International LLP, relating to the ordinary shares underlying the ADSs is filed as
Exhibit 5.1 hereto and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement referred
to above.
Item 8.01 Other Events.
On October 2, 2018, the Company issued
a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto and
is incorporated herein by reference. On October 5, 2018, the Company issued a press release announcing that it had closed the Offering.
A copy of this press release is attached as Exhibit 99.2 hereto incorporated herein by reference. The information contained
in Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 furnished herewith, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing made by the Company under the Securities Act, or the Exchange Act, except
as expressly set forth by the Company by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(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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GW Pharmaceuticals
plc
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By:
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/s/
Douglas B. Snyder
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Name: Douglas
B. Snyder
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Title: Chief
Legal Officer
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Date: October 5, 2018