Current Report Filing (8-k)
June 10 2019 - 4:20PM
Edgar (US Regulatory)
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): June 7, 2019
Nightstar Therapeutics plc
(Exact Name of Registrant as Specified in Its Charter)
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England and Wales
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001-38217
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98-1413750
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10 Midford Place, 2
nd
Floor
London W1T 5BJ United Kingdom
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(Address of Principal Executive Offices)
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(Zip Code)
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+44 (0)20 7062 2777
(Registrants Telephone Number, including Area Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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American Depositary Shares, each representing one Ordinary share, nominal value £0.01 per share
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NITE
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The Nasdaq Global Market
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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).
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Emerging growth company
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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 2.01
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Completion of Acquisition or Disposition of Assets
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On June 7, 2019 (the
Effective Date
), pursuant to the Implementation Agreement, dated as of March 4, 2019 (the
Implementation Agreement
), by and among Nightstar Therapeutics plc, a public limited company incorporated in England and Wales (
Nightstar
), Biogen Switzerland Holdings GmbH, a limited liability company
incorporated in Switzerland (
Bidder
) and Tungsten Bidco Limited, a limited liability company incorporated in England and Wales and a wholly-owned subsidiary of Bidder (
Bidco
), Bidco acquired the entire issued
share capital of Nightstar, par value £0.01 per share (
Nightstar Shares
), for $25.50 in cash per share (the
Consideration
) and Nightstar become a wholly-owned subsidiary of Bidco (the
Acquisition
). Under the terms of the Implementation Agreement, the Acquisition was implemented by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the
Scheme
).
The foregoing description of the Scheme and the Acquisition is not complete and is qualified in its entirety by reference to the
Implementation Agreement filed as Exhibit 2.1 to Nightstars Current Report on Form
8-K
filed on March 4, 2019, which is incorporated herein in its entirety by reference.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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On the Effective Date, Nightstar notified the Nasdaq Global Market (
Nasdaq
) that the Scheme had
become effective and requested that Nasdaq file with the Securities and Exchange Commission (the
SEC
) a notification of removal from listing and registration on Form 25 to effect the delisting from Nasdaq of Nightstar American
Depositary Shares (the
Nightstar ADSs
) and the deregistration of the Nightstar ADSs under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
). As a result, Nightstar ADSs
will no longer be listed on Nasdaq. Nightstar requested that Nasdaq halt trading in the Nightstar ADSs on June 7, 2019 and suspend the trading of the Nightstar ADSs effective June 10, 2019. In addition, Nightstar intends to file a
certification on Form 15 with the SEC requesting the termination of registration of Nightstar ADSs under Section 12(g) of the Exchange Act and the suspension of Nightstars reporting obligations under Sections 13 and 15(d) of the Exchange
Act with respect to Nightstar ADSs.
The information set forth in Item 2.01 of this Current Report on Form
8-K
is incorporated by reference in this Item 3.01.
Item 3.03
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Material Modification to Rights of Security Holders
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On the Effective Date, holders of Nightstar ADSs and Nightstar shares ceased to have any rights as shareholders of Nightstar, other than their
right to receive the Consideration.
The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on Form
8-K
is incorporated by reference in this Item 3.03.
Item 5.01
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Change in Control of Registrant
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On the Effective Date, a change of control of Nightstar occurred, and Nightstar is now a wholly-owned subsidiary of Bidco.
The information set forth in Item 2.01 of this Current Report on Form
8-K
is incorporated by reference
into this Item 5.01.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers
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On the Effective Date, in connection with the Acquisition, each of the
seven directors of Nightstar immediately prior to the Acquisition (Paula Cobb, David Fellows, Chris Hollowood, David Lubner, James McArthur, David Mott, and Scott Whitcup) voluntarily resigned from the board of directors of Nightstar and from all
committees of the board of directors on which they served, and the directors became Steven Green and Trevor Mill.
Also on the Effective Date, following the Acquisition, the Nightstar board of directors
removed David Fellows (Chief Executive Officer), Gregory Robinson, PhD. (Chief Scientific Officer), and Senthil Sundaram (Chief Financial Officer), from their respective positions as officers of Nightstar. Nightstar did not appoint new officers to
serve in such positions.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On June 10, 2019, the Nightstar board of directors adopted, amended and restated articles of association pursuant to a special resolution
and Nightstar applied to the Registrar of Companies for England and Wales (i) to
re-register
as a private limited company, (ii) to change its name to Nightstar Therapeutics Limited and
(iii) to adopt amended and restated articles of association to reflect the
re-registration.
On June 10, 2019, the Registrar of Companies for England and Wales issued a new certificate of
incorporation and
re-registration
was made effective.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
SIGNATURE
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.
Dated: June 10, 2019
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NIGHTSTAR THERAPEUTICS PLC
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By:
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/s/ Steven Green
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Name: Steven Green
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Title: Director
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