FOLD Amicus Therapeutics Inc

 

 

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): February 21, 2025

 

AMICUS THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		001-33497		71-0869350
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

47 Hulfish Street, Princeton, New Jersey 08542

(Address of Principal Executive Offices, and Zip Code)

 

609-662-2000

Registrant’s Telephone Number, Including Area Code

 

(Former Name or Former Address, if Changed Since Last Report.)

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock Par Value $0.01		FOLD		Nasdaq

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ¨

 

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. ¨

 

 

 

Explanatory Note

 

The purpose of this Current Report on Form 8-K is to file an opinion of Troutman Pepper Locke LLP relating to the legality of Amicus Therapeutics, Inc.’s (the “Company”) shares of common stock, par value $0.01 per share (“Common Stock”), in connection with the Company’s filing of a prospectus supplement dated February 21, 2025, which registers the remaining unsold shares of Common Stock under the Company’s existing at-the-market program, established on November 7, 2022, under the registration statement on Form S-3 (File No.333-285059) that the Company filed on February 19, 2025. A copy of the opinion of Troutman Pepper Locke LLP is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No.		Description
5.1		Opinion of Troutman Pepper Locke LLP
23.1		Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

Signature Page

 

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.

 

	AMICUS THERAPEUTICS, INC.
Date: February 21, 2025	By:	/s/ Ellen S. Rosenberg
	Name:	Ellen S. Rosenberg
	Title:	Chief Legal Officer and Corporate Secretary

 

 

 

 

Exhibit 5.1

 

Troutman Pepper Locke LLP
400 Berwyn Park, 899 Cassatt Road
Berwyn, PA 19312-1183
troutman.com

 

February 21, 2025

 

Amicus Therapeutics, Inc.

47 Hulfish Street

Princeton, NJ 08542

 

Re:

Securities Registered under Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

Reference is made to (i) the Registration Statement on Form S-3 (Registration No. 333-285059) (as amended from time to time, the “Registration Statement”) filed by Amicus Therapeutics, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “Commission”) on February 19, 2025, under the Securities Act of 1933, as amended (the “Securities Act”), and which became automatically effective upon the filing thereof, for the registration of, among other things, an indeterminate number of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), which may be issued as set forth in the Registration Statement and the prospectus contained therein (the “Base Prospectus”) and (ii) the prospectus supplement, dated February 21, 2025 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), relating to the offering by the Company of up to $164,206,529 of shares of Common Stock (the “Shares”), all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an indeterminate offering price, as set forth in the Registration Statement and the Prospectus.

 

We understand that the Shares are to be offered and sold in the manner set forth in the Prospectus pursuant to an Equity Distribution Agreement, dated November 7, 2022, between the Company and Goldman Sachs & Co. LLC, as Agent (as so amended, the “Distribution Agreement”), which has been incorporated by reference into the Registration Statement.

 

We have acted as Company counsel in connection with the preparation of the Registration Statement and Prospectus, as well as with the issue and sale by the Company of the Shares pursuant to the Distribution Agreement. We are familiar with the proceedings taken by the Board of Directors of the Company (the “Board of Directors”) in connection with the registration of the Shares, the authorization of the execution and delivery of the Distribution Agreement and the authorization, sale and issuance of the Shares. We have examined all such documents that we considered necessary to enable us to render this opinion, including but not limited to the Registration Statement, the Prospectus, the Distribution Agreement, the Company’s Restated Certificate of Incorporation, as amended, and the Company’s Second Amended and Restated By-laws, in effect on the date hereof, certain resolutions of the Board of Directors, corporate records, and instruments, and such laws and regulations as we have deemed necessary for purposes of rendering the opinions set forth herein.

 

In our examination, we have assumed: (a) the legal capacity of all natural persons; (b) the genuineness of all signatures; (c) the authenticity of all documents submitted to us as originals; (d) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (e) the authenticity of the originals of such latter documents; (f) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (g) the absence of any undisclosed modifications to the agreements and instruments reviewed by us. As to any facts material to the opinions expressed herein, which were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

 

 

Amicus Therapeutics, Inc.
Page 2

 

We express no opinion herein as to the law of any state or jurisdiction other than the laws of the State of Delaware, including statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws of the State of Delaware, and the federal laws of the United States of America.

 

Based upon the foregoing, we are of the opinion that, as of the date hereof, when the Shares have been (i) sold pursuant to the Distribution Agreement and duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and (ii) issued by the Company against payment therefor for an aggregate offering price that does not exceed $164,206,529, (a) the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and (b) when issued and delivered by the Company against payment therefor as set forth in the Prospectus, will be validly issued, fully paid and non-assessable.

 

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

We hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference of our firm in the Prospectus Supplement under the caption “Legal Matters”. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

	Very truly yours,
	/s/ Troutman Pepper Locke LLP
	Troutman Pepper Locke LLP

 

 

 

 

v3.25.0.1

Cover	Feb. 21, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 21, 2025
Entity File Number	001-33497
Entity Registrant Name	AMICUS THERAPEUTICS, INC.
Entity Central Index Key	0001178879
Entity Tax Identification Number	71-0869350
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	47 Hulfish Street
Entity Address, City or Town	Princeton
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08542
City Area Code	609
Local Phone Number	662-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock Par Value $0.01
Trading Symbol	FOLD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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