SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2023
Commission File Number: 001-36815
Ascendis Pharma A/S
(Exact Name of Registrant as Specified in Its Charter)
Tuborg Boulevard 12
(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, 333-261550 and 333-270088) 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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
On September 5, 2023, Ascendis Pharma A/S (the Company), Ascendis Pharma Endocrinology Division A/S, a wholly-owned subsidiary of the Company (the Seller), and Royalty Pharma Development Funding, LLC, a Delaware limited liability company (the Purchaser), entered into a Revenue Participation Right Purchase and Sale Agreement (the Agreement).
Under the Agreement, in exchange for the Purchasers payment of a cash purchase price of $150 million at closing (the Purchase Price), the Seller has agreed to sell to the Purchaser its right to receive payment in full of 9.15% of net sales of SKYTROFA® (the Revenue Payment and such right, the Revenue Participation Right) in the United States for each calendar quarter commencing on January 1, 2025 (the Commencement Date). The Purchasers Revenue Participation Right terminates and the Seller no longer has the obligation to pay Purchaser Revenue Payments if the Purchaser receives 1.65 times or more of the Purchase Price on or before December 31, 2031, and if not when the Purchaser receives 1.925 times or more of the Purchase Price.
Seller also has the right to buy-out Purchasers Revenue Participation Right by paying Purchaser (y) 1.925 times the Purchase Price minus the Revenue Payments paid to the Purchaser as of the effective date of the buy-out notice or (z) if the buy-out notice is provided on or prior to December 31, 2028 and the Seller has paid the Purchaser Revenue Payments equal to the Purchase Price as of the date of the buy-out notice, then 1.65 times the Purchase Price minus the Revenue Payments paid to the Purchaser as of the effective date of the buy-out notice (the Buy-Out Payment). If a change of control of the Seller is consummated during the term of the Agreement, the Seller has agreed to pay the Purchaser the Buy-Out Payment concurrently with the change of control.
The Agreement contains various representations and warranties, including with respect to organization, authorization, and certain other matters, certain covenants with respect to payment, reporting, intellectual property, in-licenses, out-licenses, and certain other actions, indemnification obligations and other provisions customary for transactions of this nature.
The foregoing description of the material terms of the Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the Agreement, which will be filed as an exhibit to the Companys Annual Report on Form 20-F for the year ended December 31, 2023.
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.
|Ascendis Pharma A/S|
|Date: September 5, 2023||By:|
|Michael Wolff Jensen|
|Executive Vice President, Chief Legal Officer|