Current Report Filing (8-k)

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): August 19, 2022

Amarin Corporation plc

(Exact name of registrant as specified in its charter)

England and Wales

000-21392

Not applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


77 Sir John Rogerson’s Quay, Block C,
Grand Canal Docklands, Dublin 2, Ireland		Not applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +353 (0) 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Ordinary Share of Amarin Corporation plc

AMRN

NASDAQ Stock Market LLC

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. ☐

Item 7.01

Regulation FD Disclosure.

On August 19, 2022, Amarin Deutschland GmbH, a wholly-owned subsidiary of Amarin Corporation plc (“Amarin”), issued a press release in Germany titled “Amarin Provides Update on VAZKEPA^® (icosapent ethyl) Pricing Negotiations in Germany.” An English translation of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01

Other Events.

In light of the developments in Germany whereby a viable agreement on the reimbursement price of Vazkepa^® (icosapent ethyl) could not be reached, Amarin will cease commercial activities in Germany, effective September 1, 2022. Amarin estimates that it will incur a charge of approximately $4 million (USD), related to the outcome of German price negotiations, all of which are cash expenditures related to termination benefits and associated costs. Amarin expects to record this charge in the third quarter of 2022.

Forward-looking statement

This Current Report on Form 8-K and the press release furnished herewith contain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other securities laws. Any statements contained herein and therein which do not describe historical facts, including, among others, beliefs about the medical benefits of Vazkepa and Amarin’s efforts to secure acceptable reimbursement, the estimate of the restructuring charge and the expected timing of such charge, and our desire to re-submit a pricing and reimbursement dossier and advance in other key European markets, are forward-looking statements. These forward-looking statements are not promises or guarantees and involve substantial risks and uncertainties. In particular, the restructuring charge associated with the cessation of commercial activities in Germany may be higher than expected and Amarin’s ability to maintain and grow revenue from sales of Vazkepa in Europe may be materially adversely affected.

Among the factors that could cause actual results to differ materially from those described or projected herein include uncertainties associated generally with administrative decisions and the bases for such decisions. A further list and description of these risks, uncertainties and other risks associated with an investment in Amarin can be found in Amarin’s filings with the U.S. Securities and Exchange Commission, including its most recent Quarterly Report on Form 10-Q. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated August 19, 2022 (furnished herewith)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.