Current Report Filing (8-k)
September 08 2021 - 7:11AM
Edgar (US Regulatory)
0001739426
false
00-0000000
0001739426
2021-09-08
2021-09-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
September 8, 2021
OSMOTICA PHARMACEUTICALS PLC
Commission File Number: 001-38709
Ireland
(State or other jurisdiction
of incorporation)
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Not Applicable
(IRS Employer
Identification No.)
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400 Crossing Boulevard
Bridgewater, NJ
(Address of principal executive offices)
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08807
(Zip Code)
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(908) 809-1300
(Registrant’s 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:
¨
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
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Trading
Symbol
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Name
of each exchange on which registered
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Ordinary Shares
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OSMT
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Nasdaq Global Select 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).
Emerging
growth company x
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.
On September 8, 2021, Osmotica Pharmaceuticals
plc (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”)
under which the Company may offer and sell its ordinary shares having aggregate sales proceeds of up to $75.0 million from time to time
through Cantor as its sales agent. Sales of the Company’s ordinary shares through Cantor, if any, will be made by any method permitted
by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended,
including, without limitation, sales made directly on the Nasdaq Global Select Market or any other existing trading market for the Company’s
ordinary shares. Cantor will use commercially reasonable efforts to sell the Company’s ordinary shares from time to time, based
upon instructions from the Company (including any price, time or size limits or other parameters or conditions the Company may impose).
The Company will pay Cantor a commission of 3.0% of the gross sales proceeds of any ordinary shares sold through Cantor under the Sales
Agreement. The Company has also provided Cantor with customary indemnification rights.
The Company is not obligated to make any sales
of ordinary shares under the Sales Agreement. The offering of the Company’s ordinary shares pursuant to the Sales Agreement will
terminate upon the earlier of (i) the sale of all ordinary shares subject to the Sales Agreement or (ii) termination of the Sales Agreement
in accordance with its terms.
The foregoing description of the Sales Agreement
is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith
as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The ordinary shares are being offered and sold
pursuant to the Company’s effective shelf registration statement on Form S-3 containing a base prospectus (Registration Statement
No. 333-236193) (the “Registration Statement”) and a prospectus supplement dated September 8, 2021, each filed with the Securities
and Exchange Commission.
A copy of the opinion of A&L Goodbody regarding
the shares to be sold under the Sales Agreement is attached as Exhibit 5.1 hereto.
Item 9.01
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Financial Statements and Exhibits.
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(d) The following exhibit is furnished with this
report:
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.
Date:
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September 8, 2021
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Osmotica Pharmaceuticals plc
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By:
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/s/ Brian Markison
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Brian Markison
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Chief Executive Officer
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