INCORPORATION BY REFERENCE
This Report on Form 6-K (the Report) shall be deemed to be incorporated by reference into the
Companys registration statements on Form S-8 (File nos. 333-249407 and 333-255661) and Form
F-3 (File no. 333-260283) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently
furnished.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 4, 2021, Orphazyme A/S (the Company) entered into a U.S.
At-the-Market Offering Program pursuant to a Sales Agreement (the Sales Agreement) with Cowen and Company, LLC (Cowen), under which the Company
may issue and sell American Depositary Shares, each with a nominal value of DKK 1 per share (the ADSs), having an aggregate offering price of up to $50,000,000, each ADS representing one ordinary share of the Company, to be sold in the
United States from time to time, in such share amounts and prices as the Company may specify by notice to Cowen in accordance with the terms and conditions set forth in the Sales Agreement (the ATM Program).
The offer and sale of the ADSs will be made pursuant to the Companys effective shelf registration statement on Form
F-3 and the related prospectus (File No. 333-260283) filed by the Company with the Securities and Exchange Commission (the SEC) on October 15, 2021
and declared effective by the SEC on October 22, 2021, as supplemented by a prospectus supplement (the Prospectus Supplement) dated November 4, 2021 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the Securities Act).
Pursuant to the Sales Agreement, sales of ADSs, if any, may be made in transactions that are deemed to be at-the-market offerings as defined in Rule 415 under the Securities Act, including sales made directly on or through The Nasdaq Global Select Market, or any other
existing trading market in the Unites States for the Companys ADSs, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related
to such prevailing market prices, or in any other method permitted by law. Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are
requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made.
The Company intends to use the net proceeds from the sale, if any, of the ADSs, together with its existing cash, to continue the regulatory approval process
for and fund the commercial launch, if approved, of arimoclomol for the treatment of Niemann-Pick disease type C and for working capital and general corporate purposes.
The Company is not obligated to make any sales of the ADSs under the Sales Agreement. The offering of ADSs pursuant to the Sales Agreement will terminate upon
the earliest of (a) the sale of all of the ADSs subject to the Sales Agreement and (b) the termination of the Sales Agreement by Cowen or the Company, as permitted therein.
The Company will pay Cowen a compensation equal to 3.0% of the gross proceeds of any ADSs sold under the Sales Agreement and has agreed to provide Cowen with
customary indemnification and contribution rights.
The Company will also reimburse Cowen for certain specified expenses in connection with entering into
the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the ADSs pursuant thereto.
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Report on Form
6-K and is incorporated herein by reference. The legal opinion of Gorrissen Federspiel Advokatpartnerselskab relating to the ordinary shares underlying the ADSs being offered pursuant to the Sales Agreement is
filed as Exhibit 5.1 to this Report on Form 6-K.
This Report on Form 6-K shall not constitute an offer to sell,
or the solicitation of an offer to buy, the ADSs discussed herein, nor shall there be any offer, solicitation, or sale of 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.