Report of Foreign Issuer (6-k)
12 June 2019 - 12:00AM
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
Under the Securities Exchange Act of
1934
For the
month of June, 2019
Commission
File Number 001-38522
Realm Therapeutics plc
(Translation
of registrant’s name into English)
267 Great Valley Parkway
Malvern, PA 19355
(Address
of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover 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): ☐
INFORMATION CONTAINED IN THIS REPORT
ON FORM 6-K
On June 11, 2019,
Realm Therapeutics plc
(“Realm” or the “Company”)
(NASDAQ:
RLM)
announced that Institutional Shareholder Services (“ISS”), a leading independent
proxy advisory firm, has recommended that Realm shareholders vote for and approve the proposed acquisition of Realm by Essa Pharma
Inc. (“Essa”) (NASDAQ: EPIX; TSX-V: EPI) (the “Acquisition”). The Acquisition, which is to be effected
by means of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006, is subject to the terms and conditions
set out in the scheme document published on 29 May 2019 and available on the Company’s website (www.realmtx.com) (the “Scheme
Document”). Unless otherwise defined herein, capitalized terms and expressions used in this announcement shall have the meanings
given to them in the Scheme Document.
On
June 24, 2019, Realm will hold a Court Meeting, a General Meeting and an Annual General Meeting to vote on the proposed Acquisition
and other matters. ISS has recommended that Realm shareholders vote in favor of the Scheme at the Court Meeting and in favor of
the Resolution at the General Meeting. At the Annual General Meeting, the Company has proposed ten (10) resolutions, nine (9) of
which ISS recommends shareholders approve. ISS recommends voting against the Company’s 2018 Remuneration Report due to a
$17,000 bonus awarded to a Realm executive in relation to the Company’s NASDAQ direct listing.
Capitalized
terms used but not defined in this announcement shall have the meanings given to them in the circular sent to Realm shareholders
on February 15, 2019, which remains available on the Company's website at
www.realmtx.com
.
The Exhibit to this Report on Form 6-K
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any
filing of the Company under the Securities Act of 1933 or the Exchange Act.
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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Realm Therapeutics plc
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June 11, 2019
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By:
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/s/ Marella Thorell
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Marella Thorell
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Chief Financial Officer and Chief Operating Officer
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