As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/15/14  Forward Pharma A/S                F-1MEF     10/15/14    3:121K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-1MEF      Registration of Additional Securities               HTML     55K 
 2: EX-5.1      Opinion re: Legality                                HTML     32K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      6K 

 

As filed with the Securities and Exchange Commission on October 15, 2014

Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

FORWARD PHARMA A/S

(Exact Name of Registrant as Specified in Its Charter)

 

 

N/A

(Translation of Registrant’s Name into English)

 

 

 

Forward Pharma A/S

Østergade 24A, 1

1100 Copenhagen K, Denmark

+45 33 44 42 42

(Address, Including ZIP Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

CT Corporation System

1015 15th Street, NW

Suite 1000

Washington, DC 20005

Tel: (212) 572-3100

(Name, Address, Including ZIP Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x File No. 333-198013

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

CALCULATION OF REGISTRATION FEE

 

CLASS OF SECURITIES TO BE REGISTERED		PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1)(2)(3)			AMOUNT OF REGISTRATION FEE(4)
Ordinary shares, par value DKK 0.10 per share(5)		$	12,622,618		$	1,466.75	(6)

 

(1)         Represents an additional amount of maximum aggregate proceeds of $12,622,618 equal to the new maximum aggregate offering price of $253,575,000 less the maximum aggregate offering price of $240,952,382 that was previously registered under the Registrant’s Registration Statement on Form F-1 (File No. 333-198013), as amended (the “Initial Registration Statement”), and includes ordinary shares represented by American Depositary Shares, or ADSs, that may be purchased by the underwriters to cover over-allotments, if any.

(2)         Based on the initial public offering price.

(3)         Includes ordinary shares loaned by Nordic Biotech Opportunity Fund K/S to the Company (the “Borrowed Shares”) as part of the initial deposit of ordinary shares into the American Depositary Receipt Program and the issuance of ADSs immediately following the consummation of this offering and sales of the ADSs for purposes of facilitating the orderly closing of this offering. The Company will issue ordinary shares in an amount equal to the Borrowed Shares to the underwriters and the underwriters will deposit such shares into the American Depositary Receipt Program, following which the Borrowed Shares underlying the ADSs shall be returned to Nordic Biotech Opportunity Fund K/S.

(4)         Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.

(5)         Each ADS represents one ordinary share. ADSs issuable upon deposit of the ordinary shares registered hereby are being registered pursuant to a separate registration statement on Form F-6 (File No. 333-199230).

(6)         The Registrant previously paid a filing fee of $30,518.67 in connection with the maximum aggregate offering price of $240,952,382 registered under the Initial Registration Statement.

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Copenhagen, Denmark on October 15, 2014.

 

 

	FORWARD PHARMA A/S
	By:	/s/ PEDER MØLLER ANDERSEN
	Name:	Peder Møller Andersen
	Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on October 15, 2014, in the capacities indicated:

 

/s/ PEDER MØLLER ANDERSEN
Peder Møller Andersen			Chief Executive Officer (principal executive officer)
/s/ JOEL SENDEK
Joel Sendek			Chief Financial Officer (principal financial officer and principal
			accounting officer)
/s/ FLORIAN SCHÖNHARTING
Florian Schönharting			Director (Chairman)
*
J. Kevin Buchi			Director
*
Torsten Goesch			Director
*
Jan G. J. van de Winkel			Director
*By:	/s/ FLORIAN SCHÖNHARTING
	Florian Schönharting Attorney-in-fact

 

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Signature of Authorized U.S. Representative of Registrant

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Forward Pharma A/S has signed this registration statement on October 15, 2014.

 

 

	FORWARD PHARMA USA, LLC
	By:	/s/ JOEL SENDEK
	Name:	Joel Sendek
	Title:	Chief Financial Officer

 

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