Report of Foreign Issuer (6-k)
October 18 2017 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of
October 2017
Commission File Number
001-36737
NEURODERM LTD.
(Translation of registrant’s name
into English)
NeuroDerm Ltd.
Ruhrberg Science Building
3 Pekeris St.
Rehovot 7670212, Israel
+972 (8) 946-2729l
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
On October 18, 2017,
NeuroDerm Ltd. (the “Company”) announced that the previously reported acquisition of the Company by Mitsubishi Tanabe
Pharma Corporation, a Japanese corporation (“MTPC”), had been consummated (the “Merger”). Pursuant to the
Merger, a wholly-owned subsidiary of MTPC was merged with and into the Company, with the Company continuing as the surviving corporation
and a wholly owned subsidiary of MTPC, and each of the Company’s ordinary shares (the “Ordinary Shares”) was
canceled, entitling the holders thereof to receive US$39.00 per Ordinary Share in cash (without interest and less any applicable
withholding taxes). The Merger was described in the proxy statement, dated August 17, 2017, distributed by the Company to its shareholders,
which was attached as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K that was furnished to the
Securities and Exchange Commission (the “SEC”) on August 17, 2017.
A copy of the press
release announcing the consummation of the Merger is attached to this Form 6-K as Exhibit 99.1.
The Company has notified
the NASDAQ Global Market (“NASDAQ”) of the completion of the Merger, and trading in the Ordinary Shares will cease
as of the start of trading on October 18, 2017 and will be suspended effective as of the close of trading on that same day. The
Company has requested that NASDAQ file a delisting application on Form 25 with the SEC to report the delisting of the Ordinary
Shares from NASDAQ. The Company expects to terminate the registration of its Ordinary Shares under the Securities Exchange Act
of 1934, as amended, and to therefore cease to report to the SEC, approximately 10 days after the closing of the Merger.
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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NEURODERM LTD
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Date: October 18, 2017
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By
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s/ Roy Golan
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Name: Roy Golan
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Title: Chief Financial Officer
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