Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
16 December 2021 - 10:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2021
Commission File Number: 001-36815
Ascendis Pharma A/S
(Exact Name of Registrant as Specified in Its Charter)
Tuborg
Boulevard 12
DK-2900 Hellerup
Denmark
(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.
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): ☐
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-228576, 333-203040, 333-210810, 333-211512, 333-213412, 333-214843, 333-216883,
333-254101, and 333-261550) and Form F-3 (Registration Numbers 333-209336, 333-211511, 333-216882, 333-223134, 333-225284, and
333-256571) of Ascendis Pharma A/S (the Company) (including any prospectuses forming a part of such registration statements) 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filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Warrant Grants
On December 14, 2021, the Companys board of directors granted an aggregate of 9,160 warrants to a
non-employee board member of the Company (the Board Member Warrants) and 19,770 warrants to certain employees of the Company (the Employee Warrants and together with the Board Member
Warrants, the Warrants) under the terms of Appendix 1a to the Companys Articles of Association. In connection with the grant of these Warrants, the Company amended its Articles of Association to provide for the grant of these
Warrants. Each Warrant confers the right to subscribe for one ordinary share of the Company and has an exercise price equal to US $136.64 per share, the closing price of the American Depositary Shares (ADS) representing the
Companys ordinary shares as reported on the date of grant. Subject to earlier vesting upon the occurrence of certain exit events, 25% of the Warrants will vest on the one year anniversary of the date of grant and the remaining 75% will vest at
a rate of 1/36th per month from one year after the date of grant, subject to continued service.
After giving effect to the grant of the Warrants
described above, warrants to subscribe for an additional 1,316,588 shares of the Company remain available for future grant by the Companys board of directors pursuant to the Companys Articles of Association. The foregoing description of
the material terms of the Warrants is qualified in its entirety by reference to the Companys Articles of Association, which is included as Exhibit 1.1 hereto and incorporated by reference herein.
Exhibits
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Exhibit
No.
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Description
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1.1
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Articles of Association.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Ascendis Pharma A/S
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Date: December 15, 2021
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By:
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/s/ Michael Wolff Jensen
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Michael Wolff Jensen
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Senior Vice President, Chief Legal Officer
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