GW PHARMACEUTICALS PLC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-05-05: Form 8-K; Period of report 2021-05-05; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 2.01.
- 2021-04-26: Form 8-K; Period of report 2021-04-23; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2021-04-20: Form 8-K; Period of report 2021-04-20; Description 8.01 Other Events; Details 8.01.
- 2021-04-14: Form 8-K; Period of report 2021-04-14; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-05-05 | 8-K | 2021-05-05 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.01 On May 5, 2021 (the “Closing Date”), the High Court of Justice of England and Wales (the “Court”) sanctioned the Scheme of Arrangement at a public hearing convened by the Court and the Company, Jazz and Bidco consummated the Transaction in accordance with the Transaction Agreement and the Scheme of Arrangement. 3.01 In connection with the consummation of the Transaction, the Company requested that the Nasdaq Global Select Market (“Nasdaq”) suspend trading of Company ADSs (Nasdaq: GWPH) effective as of the open of trading on May 5, 2021 (which suspension was granted) and file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister Company ADSs under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in Item 2.01, Item 3.01 and Item 5.01 of this report is incorporated by reference in this Item 3.03. 5.01 As a result of the consummation of the Transaction, a change of control of the registrant occurred and the Company became an indirect wholly owned subsidiary of Jazz. 5.02 Pursuant to the Transaction Agreement, on the Closing Date, each of the directors of the Company (Cabot Brown, Justin Gover, David Gryska, Dr. Geoffrey Guy, Dr. Catherine Mackey, James Noble, Alicia Secor and William Waldegrave) resigned from the board of directors of the Company. 8.01 On May 5, 2021, Jazz issued a press release announcing the completion of the Transaction. | d362568d8k.htm |
| 2021-04-26 | 8-K | 2021-04-23 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On April 23, 2021, GW Pharmaceuticals plc (the “Company”) held a meeting of shareholders convened with the permission of the High Court of Justice of England and Wales (the “Court” and, such meeting, the “Court Meeting”) and a general meeting of shareholders (the “General Meeting” and, together with the Court Meeting, the “Shareholder Meetings”), in each case in connection with the previously announced transaction whereby Jazz Pharmaceuticals UK Holdings Limited, a private limited company incorporated in England and Wales and an indirect wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in the Republic of Ireland, will acquire the entire issued and to be issued share capital of the Company (the “Transaction”) pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”). 8.01 On April 23, 2021 the Company issued a press release announcing the results of the Shareholder Meetings. | d179445d8k.htm |
| 2021-04-20 | 8-K | 2021-04-20 | 8.01 Other Events | 8.01 As previously disclosed, on February 3, 2021, GW Pharmaceuticals plc, a public limited company incorporated under the laws of England and Wales (“GW”), entered into a transaction agreement with Jazz Pharmaceuticals Public Limited Company, an Irish public limited company (“Jazz”), and Jazz Pharmaceuticals UK Holdings Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of Jazz (“Bidco”), pursuant to which, on the terms and subject to the conditions set forth therein, Bidco will acquire the entire issued share capital of GW pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (such acquisition, the “Transaction”). | d106480d8k.htm |
| 2021-04-14 | 8-K | 2021-04-14 | 8.01 Other Events | 8.01 As previously disclosed, on February 3, 2021, GW Pharmaceuticals plc, a public limited company incorporated under the laws of England and Wales (“GW”), entered into a transaction agreement (the “Transaction Agreement”) with Jazz Pharmaceuticals Public Limited Company, an Irish public limited company (“Jazz”), and Jazz Pharmaceuticals UK Holdings Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of Jazz (“Bidco”), pursuant to which, on the terms and subject to the conditions set forth therein, Bidco will acquire the entire issued and to be issued share capital of GW pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (such acquisition, the “Transaction”). | d131630d8k.htm |
| 2021-03-23 | 8-K | 2021-03-22 | 8.01 Other Events | 8.01 As previously disclosed, on February 3, 2021, GW Pharmaceuticals plc, a public limited company incorporated under the laws of England and Wales (“GW”), entered into a transaction agreement with Jazz Pharmaceuticals Public Limited Company, an Irish public limited company (“Jazz”), and Jazz Pharmaceuticals UK Holdings Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of Jazz (“Bidco”), pursuant to which, on the terms and subject to the conditions set forth therein, Bidco will acquire the entire issued share capital of GW pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (such acquisition, the “Transaction”). | d92488d8k.htm |
| 2021-02-16 | 8-K | 2021-02-16 | 2.02 Results of Operations and Financial Condition | 2.02 On February 16, 2021, GW Pharmaceuticals plc (the “Company”) issued a press release announcing the Company’s financial and operating results for the fourth quarter and year ended December 31, 2020. | d134604d8k.htm |
| 2021-02-03 | 8-K | 2021-02-03 | 8.01 Other Events | d118789d8k.htm | |
| 2021-02-03 | 8-K | 2021-02-03 | 8.01 Other Events | 8.01 On February 3, 2021, GW Pharmaceuticals plc, a public limited company incorporated in England and Wales (the “Company”) entered into a Transaction Agreement (the “Transaction Agreement”) with Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in Ireland (“Jazz”), and Jazz Pharmaceuticals UK Holdings Limited, a private limited company incorporated in England and Wales and a wholly owned subsidiary of Jazz (“Bidco”), pursuant to which Bidco has agreed to acquire the entire issued and to be issued share capital of the Company by means of a court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act 2006, subject to shareholder and regulatory approvals and other customary closing conditions. | d10242d8k.htm |
| 2021-01-12 | 8-K | 2021-01-11 | 2.02 Results of Operations and Financial Condition | 2.02 On January 11, 2021, GW Pharmaceuticals plc (the “Company”) issued a press release announcing the Company’s preliminary, unaudited net product sales for the fourth quarter and full year 2020 and key priorities for 2021. | d21910d8k.htm |
| 2020-11-03 | 8-K | 2020-11-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 3, 2020, GW Pharmaceuticals plc (the “Company”) issued a press release announcing the Company’s financial and operating results for the quarter ended September 30, 2020. 7.01 The Company issued a press release this morning announcing that the Company along with U.S. subsidiary Greenwich Biosciences, has initiated the first U.S. Phase 3 clinical trial studying nabiximols for multiple sclerosis (MS)-associated spasticity. | d82097d8k.htm |
| 2020-09-10 | 8-K | 2020-09-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 10, 2020, GW Pharmaceuticals plc (the “Company”) announced that David Gryska has been appointed by its Board of Directors (the “Board”) to join the Board. | d45508d8k.htm |
| 2020-08-06 | 8-K | 2020-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2020, GW Pharmaceuticals plc (the “Company”) issued a press release announcing its financial results for the second quarter of 2020. | d49369d8k.htm |
| 2020-05-27 | 8-K | 2020-05-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 26, 2020, GW Pharmaceuticals Plc (the “Company”) held its 2020 Annual General Meeting of Shareholders (the “AGM”), and all resolutions were passed as proposed. | d863100d8k.htm |
| 2020-05-12 | 8-K | 2020-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2020, GW Pharmaceuticals plc (the “Company”) issued a press release announcing its financial results for the first quarter of 2020. | d931963d8k.htm |
| 2020-02-25 | 8-K | 2020-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2020, GW Pharmaceuticals plc (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2019. | d861530d8k.htm |
| 2020-02-03 | 8-K | 2020-02-03 | 8.01 Other Events | 8.01 GW Pharmaceuticals plc, along with its U.S. subsidiary Greenwich Biosciences, Inc., announced today that it has submitted a supplemental New Drug Application (sNDA) to the U.S. Food and Drug Administration (FDA) for Epidiolex® (cannabidiol) oral solution CV. | d848430d8k.htm |
| 2020-01-13 | 8-K | 2020-01-12 | 2.02 Results of Operations and Financial Condition | 2.02 GW Pharmaceuticals plc (the “Company”) disclosed today certain preliminary financial information for the year ended December 31, 2019 ahead of the 38th Annual J.P. Morgan Healthcare Conference. | d866797d8k.htm |
| 2019-11-05 | 8-K | 2019-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2019, GW Pharmaceuticals plc (the “Company”) issued a press release announcing its financial results for the third quarter of 2019. | d828351d8k.htm |
| 2019-09-23 | 8-K | 2019-09-23 | 7.01 Regulation FD Disclosure | 7.01 On September 23, 2019, GW Pharmaceuticals plc (the “Company”) issued a press release announcing that the European Commission (EC) has approved the marketing authorization for EPIDYOLEX® (cannabidiol) for use as adjunctive therapy of seizures associated with Lennox-Gastaut syndrome (LGS) or Dravet syndrome, in conjunction with clobazam, for patients 2 years of age and older. | d807344d8k.htm |
| 2019-08-06 | 8-K | 2019-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2019, GW Pharmaceuticals plc issued a press release relating to its results of operations and financial condition for the quarter ended June 30, 2019 and provided an update on its operational progress. | d779978d8k.htm |
| 2019-07-26 | 8-K | 2019-07-26 | 8.01 Other Events | 8.01 On July 26, 2019, GW Pharmaceuticals plc, issued a press release announcing that the European Medicines Agency’s (EMA) Committee for Medicinal Products for Human Use (CHMP) has adopted a positive opinion recommending marketing authorization of EPIDYOLEX™ (cannabidiol oral solution) for use as adjunctive therapy of seizures associated with Lennox-Gastaut syndrome (LGS) or Dravet syndrome, in conjunction with clobazam, for patients 2 years of age and older. | tv525985_8k.htm |
| 2019-06-13 | 8-K | 2019-06-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 13, 2019, GW Pharmaceuticals Plc (the “Company”) held its 2019 Annual General Meeting of Shareholders (the “AGM”). | tv523534_8k.htm |
| 2019-06-13 | 8-K | 2019-06-13 | 7.01 Regulation FD Disclosure | 7.01 On June 13, 2019, GW Pharmaceuticals Plc held its 2019 Annual General Meeting of Shareholders (the “AGM”) where it presented an updated corporate presentation. | tv523466_8-k.htm |
| 2019-05-06 | 8-K | 2019-05-06 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 6, 2019, GW Pharmaceuticals plc (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2019. 8.01 On May 6, 2019, the Company issued a press release announcing positive results in a pivotal Phase 3 trial for Epidiolex®. | tv520760_8k.htm |
| 2019-04-12 | 8-K | 2019-04-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On April 11, 2019, GW Pharmaceuticals plc (the “Company”), announced the appointment of Darren Cline as its new U.S. Chief Commercial Officer. 8.01 On April 11, 2019, the Company issued a press release announcing Mr. Cline’s appointment. | tv518778_8k.htm |
| 2019-04-08 | 8-K | 2019-04-05 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On April 5, 2019, GW Research Ltd., the principal research subsidiary of GW Pharmaceuticals plc (the “Company”), satisfied the closing conditions contained in the previously announced priority review voucher (PRV) Transfer Agreement with Biohaven Pharmaceutical Holding Ltd. The transaction closed on the same day and the Company received the cash proceeds of $105 million. | tv518399_8-k.htm |
| 2019-03-18 | 8-K | 2019-03-15 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The disclosure regarding the PRV Transfer Agreement contained Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 8.01 On March 18, 2019, the Company issued a press release announcing the sale of the PRV. | tv516479_8k.htm |
| 2019-02-26 | 8-K | 2019-02-26 | 2.02 Results of Operations and Financial Condition | 2.02 On February 26, 2019, GW Pharmaceuticals plc (the “Company”) issued a press release announcing its financial results for the three months ended December 31, 2018. | tv514724_8k.htm |
| 2019-01-07 | 8-K | 2019-01-07 | 7.01 Regulation FD Disclosure | 7.01 The information in Item 7.01 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein. | tv510454_8k.htm |
| 2018-11-27 | 8-K | 2018-11-27 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On November 27, 2018, GW Pharmaceuticals plc (the “Company”) issued a press release announcing its financial results for the three and twelve months ended September 30, 2018. 5.02 Departure of Certain officers; Election of Directors; Appointment of Certain Officers; Compensator Arrangements of Certain Officers. | tv507874_8k.htm |
| 2018-11-26 | 8-K | 2018-11-26 | 8.01 Other Events | 8.01 On November 26, 2018, GW Pharmaceuticals plc (the "Company” or "GW"), announced positive top-line results of the second randomized, double-blind, placebo-controlled Phase 3 clinical trial of EPIDIOLEX® (cannabidiol or CBD) CV in the treatment of seizures associated with Dravet syndrome, a rare and severe form of childhood-onset epilepsy. | tv507829_8k.htm |
| 2018-10-05 | 8-K | 2018-10-02 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On October 2, 2018, GW Pharmaceuticals plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters listed on Schedule I to the Underwriting Agreement (the “Underwriters”), pursuant to which the Company (i) agreed to issue and sell 1,900,000 American Depositary Shares (“ADSs”) to the Underwriters at a price of $158.00 per ADS, and (ii) granted the Underwriters an option for 30 days to purchase up to an additional 285,000 ADSs that may be sold upon the exercise of such option by the Underwriters at the same price per ADS, with each ADS representing 12 of the Company’s ordinary shares, par value £0.001 per share, in an underwritten public offering pursuant to a registration statement on Form F-3ASR (File No. 333-217329) (the “Registration Statement”) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “Offering”). 8.01 On October 2, 2018, the Company issued a press release announcing the pricing of the Offering. | tv504340_8k.htm |
| 2018-10-01 | 8-K | 2018-10-01 | 8.01 Other Events | 8.01 On October 1, 2018, GW Pharmaceuticals plc (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a preliminary prospectus supplement pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Preliminary Prospectus Supplement”), relating to a proposed public offering of the Company’s American Depositary Shares (the “Public Offering”). | tv503884-8k.htm |