Report of Foreign Issuer (6-k)
December 12 2017 - 6:04AM
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 December, 2017
Commission File Number: 001-35892
GW PHARMACEUTICALS PLC
(Translation of registrant’s name
into English)
Sovereign House
Vision Park
Histon
Cambridge CB24 9BZ
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or 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):
¨
Other Events
On December 5, 2017, GW Pharmaceuticals
plc (the “Company”) announced that it intends to sell, subject to market and other conditions, $225 million of American
Depositary Shares (“ADSs”) representing ordinary shares of the Company on the Nasdaq Global Market in an underwritten
U.S. public offering. The press release attached as Exhibit 99.1 and is furnished and incorporated by reference herein.
On December 6, 2017, the Company announced
the pricing of an underwritten public offering by the Company (the “Public Offering”). The Company sold 2,400,000
ADSs, representing 28,800,000 ordinary shares of the Company in the Public Offering, at a price to the public of $115.00 per ADS
on the Nasdaq Global Market, raising gross proceeds of approximately $276 million (before deducting underwriting discounts, commissions
and offering expenses). The Company granted the underwriters a 30-day option to purchase up to an additional 360,000 ADSs
at the public offering price less underwriting discounts and commissions. The press release announcing the Public Offering
is attached as Exhibit 99.2 and is furnished and incorporated by reference herein.
On December 11, 2017, the Company announced
the closing of the Public Offering including the full exercise by the underwriters of their option to purchase 360,000 additional
ADSs from the Company at a price of $115.00 per ADS, raising gross proceeds of $317,400,000 million (before deducting underwriting
discounts, commissions and offering expenses). The press release announcing the closing of the Public Offering is attached as Exhibit
99.3 and is furnished and incorporated by reference herein.
Exhibits
99.1 Press Release dated December 5, 2017
99.2 Press Release dated December 6, 2017
99.3 Press Release dated December 11, 2017
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/ Adam George
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Name:
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Adam George
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Title:
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Secretary
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Date: December 11, 2017
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