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1 | 173096340_0 | 173096340 | Nabriva Therapeutics Plc
Form 10-K
Filed on 12-Mar-2019 Period 31-Dec-2018 Accession number: 0001047469-19-001138
Included Items
1. 10-K 2. EX-10.35 3. EX-10.36 4. EX-10.37 5. EX-10.38 6. EX-21.1 7. EX-23.1 8. EX-31.1 9. EX-31.2 10. EX-32.1 11. EX-32.2 12. XBRL (render)
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark one)
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to Commission file number 001-37558
Nabriva Therapeutics plc
(Exact name of registrant as specified in its charter)
Ireland (State or other jurisdiction of incorporation or organization)
Not applicable (I.R.S. Employer Identification No.)
25-28 North Wall Quay IFSC, Dublin 1, Ireland (Address of principal executive
offices)
Not applicable (Zip Code)
+353 1 649 2000 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Ordinary Shares, nominal value $0.01 per share
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 |
1 | 173096340_1 | 173096340 | EXCHANGE ACT OF 1934
For the transition period from to Commission file number 001-37558
Nabriva Therapeutics plc
(Exact name of registrant as specified in its charter)
Ireland (State or other jurisdiction of incorporation or organization)
Not applicable (I.R.S. Employer Identification No.)
25-28 North Wall Quay IFSC, Dublin 1, Ireland (Address of principal executive
offices)
Not applicable (Zip Code)
+353 1 649 2000 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Ordinary Shares, nominal value $0.01 per share
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated |
1 | 173096340_2 | 173096340 | (d) of the Act. Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer ý
Non-accelerated filer o
Smaller reporting company ý Emerging growth company ý
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. ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes o No ý
As of June 29, 2018 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's voting securities held by non-affiliates was approximately $141.7 million based on the last reported sale price of the registrant's ordinary shares on June |
1 | 173096340_3 | 173096340 | filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer ý
Non-accelerated filer o
Smaller reporting company ý Emerging growth company ý
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. ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes o No ý
As of June 29, 2018 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's voting securities held by non-affiliates was approximately $141.7 million based on the last reported sale price of the registrant's ordinary shares on June 29, 2018. As of February 28, 2019, the registrant had 69,699,722 ordinary shares outstanding.
Table of Contents
NABRIVA THERAPEUTICS plc INDEX TO REPORT ON FORM10-K
Page
PART I
Item 1: Business
1
Item 1A: Risk Factors
59
Item 1B: Unresolved Staff Comments
113
Item 2: Properties
114
Item 3: Legal Proceedings
114
Item 4: Mine Safety Disclosures
114
PART II
Item 5: Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
115
Item 6: Selected Financial Data
116
Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations
117
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
135
Item 8: Financial Statements and Supplementary Data
136
Item 9: Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
136
Item 9A: Controls and Procedures
137 |
1 | 173096340_b0 | 173096340 | Information (Unaudited) Revenues Operating expenses Loss from operations Other income (expense) Income tax (expense) benefit Net loss
Basic and diluted loss per share Restatement Adjustment | Redomiciliation Transaction Selected Quarterly Financial Information (Unaudited) Basic and diluted loss per share
3 Months Ended
12 Months Ended
Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Dec. 31, Dec. 31, 2018 2018 2018 2018 2017 2017 2017 2017 2018 2017 2016
$ 797 $ 461 $ 847 $ 7,551 $ 1,122 $ 1,468 $ 1,051 $ 1,678 $ 9,656 $ 5,319 $ 6,482
(31,676) (53,386) (18,554) (20,415) (23,403) (22,193) (16,613) (16,878) (124,031) (79,087) (61,529)
(30,879) (52,925) (17,707) (12,864) (22,281) (20,725) (15,562) (15,200) (114,375) (73,768) (55,047)
(204) (51) (129) 28
120 328 (7) 326
259 151 48 (506) (101) (1,872) 967 (349) (49) (1,355) 672
$
$
$
$
$
$
$
$
$
$
$
(30,824) (52,825) (17,788) (13,342) (22,262) (22,269) (14,602) (15,223) (114,780) (74,356) (54,890)
$ (0.46) $ (0.90) $ (0.44) $ (0.36) $ (0.61) $ (0.79) $ (0.54)
$ (2.26) $ (2.49) $ (2.56)
$ (0.56)
|
1 | 173096340_b1 | 173096340 | $ 0
Operating lease obligations
Total
3,507
2019
1,456
2020
507
2021
515
2022
522
2023
507
Other contractual commitments
Total
10,166
2019
10,166
Future minimum contractual obligations and commitments
Total
13,673
2019
11,622
2020
507
2021
515
2022
522
2023
$ 507
Lease Agreement, Business and Research Premises
Lease Arrangements
Termination notice period
6 months
Lease Agreement, Office Premises
Lease Arrangements
Leased office space (in square feet) | ft²
15,000
Lease Agreement, Equipment
Lease Arrangements
Lease expense
$ 1,400 $ 1,300 $ 1,300
Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands
Selected Quarterly Financial Information (Unaudited) Revenues Operating expenses Loss from operations Other income (expense) Income tax (expense) benefit Net loss
Basic and diluted loss per share Restatement Adjustment | Redomiciliation Transaction Selected Quarterly Financial Information (Unaudited) Basic and diluted loss per share
3 Months Ended
12 Months Ended
Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Dec. 31, Dec. 31, 2018 2018 2018 2018 2017 2017 2017 2017 2018 2017 2016
$ 797 $ 461 $ 847 $ 7,551 $ 1,122 $ 1,468 $ 1,051 $ 1,678 $ 9,656 $ 5,319 $ 6,482
(31,676) (53,386) (18,554) (20,415) (23,403) (22,193) (16,613) (16,878) (124,031) (79,087) (61,529)
(30,879) (52,925) (17,707) (12,864 |
1 | 173102793_0 | 173102793 | British American Tobacco P.L.C.
Form 20-F
Filed on 15-Mar-2019 Period 31-Dec-2018 Accession number: 0001193125-19-075779
Included Items
1. 20-F 2. EX-4.4 3. EX-4.6 4. EX-4.7 5. EX-4.11 6. EX-12 7. EX-13 8. EX-15 9. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 31 December 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from
to
Commission file number 001-38159
British American Tobacco p.l.c.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
England and Wales
(Jurisdiction of incorporation or organization)
Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
(Address of principal executive offices)
Paul McCrory, Company Secretary Tel: +44 (0)20 7845 1000 Fax: +44 (0)20 7240 0555
Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
American Depositary Shares (evidenced by American Depositary Receipts) each representing one Ordinary Share
Ordinary Shares, nominal |
1 | 173102793_1 | 173102793 | ANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from
to
Commission file number 001-38159
British American Tobacco p.l.c.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
England and Wales
(Jurisdiction of incorporation or organization)
Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
(Address of principal executive offices)
Paul McCrory, Company Secretary Tel: +44 (0)20 7845 1000 Fax: +44 (0)20 7240 0555
Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
American Depositary Shares (evidenced by American Depositary Receipts) each representing one Ordinary Share
Ordinary Shares, nominal value 25 pence per share
Name of each exchange on which registered
NewYork Stock Exchange
NewYork Stock Exchange*
* Application made for registration purposes only, not for trading, and only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
2,456,415,884 Ordinary Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Note Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or |
1 | 173102793_2 | 173102793 | value 25 pence per share
Name of each exchange on which registered
NewYork Stock Exchange
NewYork Stock Exchange*
* Application made for registration purposes only, not for trading, and only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
2,456,415,884 Ordinary Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Note Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non |
1 | 173102793_3 | 173102793 | 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.
The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Table of Contents
Tr ansf or m ing Tobacco |
1 | 173102793_b0 | 173102793 | at fair value
8,908 6,697 15,605 141,016
(2) 2
8,908 6,697 15,605 141,054
317 756 42 125,957 127,072
4,053 65 9,848 13,966 141,038
614 26,602 (3,395) 36,983 60,804 222 61,026
64,468 64,468
8,847 6,697 15,544 141,038
16 16
16
3 (48) (45) (45)
61 61 £ 16
Current assets
Trade and other receivables
(144)
Investments held at fair value
144
Equity capital and reserves
Other reserves
(9)
Retained earnings
9
Impact of IFRS 15 | Impact of IFRS 9, Expected Loss Impairment [Member]
Non-current assets
Deferred tax assets
7
Total non-current assets
7
Current assets
Trade and other receivables
(45)
Total current assets
(45)
Total assets
(38)
Equity capital and reserves
Retained earnings
(38)
Owners of the parent
(38)
Total equity
(38)
Current liabilities
Total equity and liabilities
£ (38)
Accounting Policy Changes and Regional Restructure Summary of Implementation
of IFRS 16 (Details) £ in Millions
12 Months Ended
Dec. 31, 2018 GBP (£)
Disclosure Of Initial Application Of Standards Or Interpretations [Line Items]
Minimum lease payments
£ 690
I F R S16
Disclosure Of Initial Application Of Standards Or Interpretations [Line Items]
Additional commitments on the exercise of options
28
Low value leases and short-term leases excluded
(24)
Discounted to present value
(132)
To be capitalised as lease liabilities at 1 January 2019
562
Prepaid leases reclassified from receivables
3
To be capitalised as right-to-use assets at 1 January 2019
£ 565
|
1 | 173102793_b1 | 173102793 | ,848 13,966 141,054
614 26,602 (3,392) 36,935 60,759 222 60,981
64,468 64,468
Current liabilities Trade and other payables Other Total current liabilities Total equity and liabilities Impact of IFRS 15 | Reported [Member] Non-current assets Deferred tax assets Trade and other receivables Investments held at fair value Other Total non-current assets Current assets Trade and other receivables Investments held at fair value Other Total current assets Total assets Equity capital and reserves Share capital Share premium, capital redemption and merger reserves Other reserves Retained earnings Owners of the parent Non-controlling interests Total equity Non-current liabilities Other Total non-current liabilities Current liabilities Trade and other payables Other Total current liabilities Total equity and liabilities Impact of IFRS 15 | IFRS 15 Revenue Non-current assets Deferred tax assets Total non-current assets Current assets Total assets Equity capital and reserves Other reserves Retained earnings Owners of the parent Total equity Current liabilities Trade and other payables Total current liabilities Total equity and liabilities Impact of IFRS 15 | Impact of IFRS 9, Financial Assets Reclass [Member] Non-current assets Trade and other receivables Investments held at fair value
8,908 6,697 15,605 141,016
(2) 2
8,908 6,697 15,605 141,054
317 756 42 125,957 127,072
4,053 65 9,848 13,966 141,038
614 26,602 (3,395) 36,983 60,804 222 61,026
64,468 64,468
8,847 6,697 15,544 141,038
16 16
16
3 (48) (45) (45)
61 61 £ 16
Current assets
Trade and other receivables
(144)
Investments held at fair value
144
Equity capital and reserves
Other reserves
(9)
Retained earnings
9
Impact of IFRS 15 | Impact of IFRS 9, Expected Loss Impairment [Member]
Non-current assets
Deferred tax assets
7
Total non-current assets
7
Current assets
Trade and other receivables
(45)
|
1 | 173103992_0 | 173103992 | AVADEL PHARMACEUTICALS PLC
Form 10-K
Filed on 15-Mar-2019 Period 31-Dec-2018 Accession number: 0001012477-19-000002
Included Items
1. 10-K 2. EX-21.1: EXHIBIT 21.1 3. EX-23.1: EXHIBIT 23.1 4. EX-31.1: EXHIBIT 31.1 5. EX-31.2: EXHIBIT 31.2 6. EX-32.1: EXHIBIT 32.1 7. EX-32.2: EXHIBIT 32.2 8. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ý ANNUAL REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934 For the fiscal year ended December 31, 2018
Commission file number: 000-28508
AVADEL PHARMACEUTICALS PLC
(Exact name of registrant as specified in its charter)
Ireland State or other jurisdiction of incorporation or organization
98-1341933 (I.R.S. Employer Identification No.)
Block 10-1, Blanchardstown Corporate Park Ballycoolin
Dublin 15, Ireland
(Address of principal executive offices)
Not Applicable (Zip Code)
Registrant's telephone number, including area code: +011-1-485-1200
American Depositary Shares* Ordinary Shares**
Title of each class
Securities registered pursuant to Section 12(b) of the Act:
NASDAQ Stock Market LLC (NASDAQ Global Market) Name of exchange on which registered
*
American Depositary Shares may be evidenced by American Depository Receipts. Share.
Each American Depositary Share represents one (1) Ordinary
** Nominal value $0.01 per share. Not for trading, but only in connection with the listing of American Depositary Shares.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act |
1 | 173103992_1 | 173103992 | in its charter)
Ireland State or other jurisdiction of incorporation or organization
98-1341933 (I.R.S. Employer Identification No.)
Block 10-1, Blanchardstown Corporate Park Ballycoolin
Dublin 15, Ireland
(Address of principal executive offices)
Not Applicable (Zip Code)
Registrant's telephone number, including area code: +011-1-485-1200
American Depositary Shares* Ordinary Shares**
Title of each class
Securities registered pursuant to Section 12(b) of the Act:
NASDAQ Stock Market LLC (NASDAQ Global Market) Name of exchange on which registered
*
American Depositary Shares may be evidenced by American Depository Receipts. Share.
Each American Depositary Share represents one (1) Ordinary
** Nominal value $0.01 per share. Not for trading, but only in connection with the listing of American Depositary Shares.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, |
1 | 173103992_2 | 173103992 | . Yes ¨ No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ý Non-accelerated filer ¨ Smaller reporting company ¨
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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý
The aggregate market value of voting stock held by non-affiliates of the registrant as of the last business day |
1 | 173103992_3 | 173103992 | in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ý Non-accelerated filer ¨ Smaller reporting company ¨
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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý
The aggregate market value of voting stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter was $221,263,931 based on the closing sale price of the registrant's American Depositary Shares as reported by the Nasdaq Global Market on June 29, 2018. Such market value excludes 650,118 ordinary shares, $0.01 per share nominal value, held by each officer and director and by shareholders that the registrant concluded were affiliates of the registrant on that date. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.
The number of the registrant's ordinary shares, $0.01 per share nominal value, outstanding as of March 13, 2019 was 37,355,511.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of either (a) a definitive proxy statement involving the election of directors or (b) an amendment to this Form 10-K, either of which will be filed within 120 days after December 31, 2018, are incorporated by reference into Part III of this Form 10-K.
-1 |
1 | 173103992_b0 | 173103992 | 2018 Dec. 31, 2017 Dec. 31, 2016
Subsequent Event [Line Items]
Severance costs
$ 776
Revenue
103,269 $ 173,245 $ 150,246
Selling, general and administrative expenses
100,359 58,860
44,179
Research and development expenses
39,329
33,418
34,611
Noctiva
Subsequent Event [Line Items]
Revenue
1,204
0
$ 0
Noctiva | Specialty Pharma | Discontinued Operations, Disposed of by Means Other than Sale
Subsequent Event [Line Items]
Revenue
1,204
0
Selling, general and administrative expenses
62,268
13,536
Research and development expenses
$ 2,782 $ 1,688
Subsequent event | Scenario, Forecast | Noctiva | Specialty Pharma
Subsequent Event [Line Items]
Workforce reduction, percentage
50.00%
Subsequent event | Minimum | Scenario, Forecast | Noctiva | Specialty Pharma
Subsequent Event [Line Items]
Severance costs
$ 10,000
Subsequent event | Maximum | Scenario, Forecast | Noctiva | Specialty Pharma
Subsequent Event [Line Items]
Severance costs
$ 15,000
Schedule II - Valuation and Qualifying Accounts (Details)
- Valuation Allowance of Deferred Tax Assets - USD
($) $ in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period
$ 15,354 $ 7,599 $ 45,516
Additions: Charges to expense
6,089
391
6,873
Deductions
(75)
(664)
(42,417)
Other changes
(169)
8,028
(2,373)
Balance at end of period
$ 21,199 $ 15,354 $ 7,599
|
1 | 173103992_b1 | 173103992 | on net sales
1.75%
Affiliated Entity | Deerfield CSF LLC | FSC
Related Party Transaction [Line Items]
Payments to acquire businesses, gross
$
$
1,050,000
1,050,000
Debt instrument, term (in years)
5 years
5 years
Percentage of royalty payable on net sales 15.00%
15.00%
Scenario, Forecast | Affiliated Entity | Deerfield CSF LLC | FSC
Related Party Transaction [Line Items]
Final payment to acquire business gross
$ 15,000,000
Total payments to acquire business gross
$ 20,250,000
Maximum | Affiliated Entity | Deerfield CSF
LLC | FSC
Related Party Transaction [Line Items]
Royalty guarantees, commitments, amount $ 12,500,000
Royalty guarantees, commitments, term (in years)
10 years
10 years
Subsequent Event (Details Textual) - USD ($) $ in Thousands
12 Months Ended Feb. 28, 2019 Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Subsequent Event [Line Items]
Severance costs
$ 776
Revenue
103,269 $ 173,245 $ 150,246
Selling, general and administrative expenses
100,359 58,860
44,179
Research and development expenses
39,329
33,418
34,611
Noctiva
Subsequent Event [Line Items]
Revenue
1,204
0
$ 0
Noctiva | Specialty Pharma | Discontinued Operations, Disposed of by Means Other than Sale
Subsequent Event [Line Items]
Revenue
1,204
0
Selling, general and administrative expenses
62,268
13,536
Research and development expenses
$ 2,782 $ 1,688
Subsequent event | Scenario, Forecast | Noctiva | Specialty Pharma
Subsequent Event [Line Items]
Workforce reduction, percentage
50.00%
Subsequent event | Minimum | Scenario, Forecast |
1 | 173104955_0 | 173104955 | Prothena Corp Plc
Form 10-K
Filed on 15-Mar-2019 Period 31-Dec-2018 Accession number: 0001559053-19-000007
Included Items
1. 10-K: FORM 10-K 2. EX-10.31: EXHIBIT 10.31 3. EX-10.35: EXHIBIT 10.35 4. EX-21.1: EXHIBIT 21.1 5. EX-23.1: EXHIBIT 23.1 6. EX-31.1: EXHIBIT 31.1 7. EX-31.2: EXHIBIT 31.2 8. EX-32.1: EXHIBIT 32.1 9. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 10-K
______________________________________
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2018
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-35676 ______________________________________
PROTHENA CORPORATION PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter) ______________________________________
Ireland
(State or other jurisdiction of incorporation or organization)
98-1111119
(I.R.S. Employer Identification No.)
77 Sir John Rogerson's Quay, Block C Grand Canal Docklands
Dublin 2, D02 T804, Ireland
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: 011-353-1-236-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Ordinary Shares, par value $0.01 per share
Name of Each Exchange on Which Registered The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None ______________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the |
1 | 173104955_1 | 173104955 | OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-35676 ______________________________________
PROTHENA CORPORATION PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter) ______________________________________
Ireland
(State or other jurisdiction of incorporation or organization)
98-1111119
(I.R.S. Employer Identification No.)
77 Sir John Rogerson's Quay, Block C Grand Canal Docklands
Dublin 2, D02 T804, Ireland
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: 011-353-1-236-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Ordinary Shares, par value $0.01 per share
Name of Each Exchange on Which Registered The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None ______________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 |
1 | 173104955_2 | 173104955 | Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller reporting company
x
Emerging growth company
o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of June 29, 2018, the last business day of the registrant's most recently completed second fiscal quarter, the |
1 | 173104955_3 | 173104955 | -K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller reporting company
x
Emerging growth company
o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of June 29, 2018, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting shares held by nonaffiliates of the registrant was approximately $406.7 million, based on the last reported sale of the registrant's ordinary shares on the Nasdaq Global Market on such date.
39,863,711 of the Registrant's ordinary shares, par value $0.01 per share, were outstanding as of March 11, 2019.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement to be delivered to shareholders in connection with the registrant's Annual General Meeting of Shareholders to be held on May 21, 2019 are incorporated by reference into Part III of this Form 10-K. The registrant intends to file its Proxy Statement within 120 days after its fiscal year ended December 31, 2018.
PROTHENA CORPORATION PLC Annual Report on Form 10-K
For the Year Ended December 31, 2018
TABLEOF CONTENTS
Page
PART I.
1
Item 1. Business
1
Item 1A. Risk Factors
16
Item 1B. Unresolved Staff Comments
39
Item 2. Properties
40
Item |
1 | 173104955_b0 | 173104955 | Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Contribution, Percent of Employees' Gross Pay 7.50%
Related Parties (Detail) USD ($)
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Chief Regulatory Officer [Member]
Related Party Transaction [Line Items]
Amount paid to Related Party
$ 0
$ 0
$ 304,150
Quarterly Financial Information (Unaudited)
(Details) - USD ($) $ / shares in Units, $ in
Thousands
3 Months Ended
12 Months Ended
Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Dec. 31, Dec. 31, 2018 2018 2018 2018 2017 2017 2017 2017 2018 2017 2016
Quarterly Financial Information
Disclosure [Abstract]
Revenues
$ 194 $ 255 $ 279 $ 227 $ 229 $ 219 $ 26,812 $ 259 $ 955 $ 27,519 $ 1,055
Operating expenses
22,949 24,578 63,348 48,935 47,546 53,753 44,944 36,530 159,810 182,773 160,590
Net income (loss)
$
$
$
$
$
$
$
$
$
$
$
(22,461) (24,559) (59,882) (48,743) (47,758) (52,394) (17,701) (35,384) (155,645) (153,237) (160,108)
Net Income (Loss) Per Share, Basic $ (0.56) $ (0.62) $ (1.50) $ (1.26) $ (1.24) $ (1.37) $ (0.46) $ (0.99)
Net Income (Loss) Per Share, Diluted $ (0.56) $ (0.62) $ (1.50) $ (1.26) $ (1.24) $ (1.37) $ (0.46) $ (0.99)
|
1 | 173104955_b1 | 173104955 | Gross Pay 3.00%
Recorded expense for employer contributions
$ 700
$ 700
$ 600
Europe [Member]
Defined Contribution Plan Disclosure [Line Items]
Recorded expense for employer contributions
$ 247
$ 352
$ 92
IRELAND
Defined Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Contribution, Percent of Employees' Gross Pay 7.50%
SWITZERLAND
Defined Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Contribution, Percent of Employees' Gross Pay 19.00%
Percentage of employees' gross pay subject to Employer contribution
66.67%
GERMANY
Defined Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Contribution, Percent of Employees' Gross Pay 8.00%
BELGIUM
Defined Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Contribution, Percent of Employees' Gross Pay 7.50%
SPAIN
Defined Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Contribution, Percent of Employees' Gross Pay 7.50%
Related Parties (Detail) USD ($)
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Chief Regulatory Officer [Member]
Related Party Transaction [Line Items]
Amount paid to Related Party
$ 0
$ 0
$ 304,150
Quarterly Financial Information (Unaudited)
(Details) - USD ($) $ / shares in Units, $ in
Thousands
3 Months Ended
12 Months Ended
Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Dec. 31, Dec. 31, 2018 2018 2018 2018 2017 2017 2017 2017 2018 2017 2016
Quarterly Financial Information
Disclosure [Abstract]
Revenues
$ 194 $ 255 $ 279 $ 227 $ 229 $ 219 $ 26,812 $ 259 $ 955 $ 27,519 $ 1,055
Operating expenses
22 |
1 | 173114980_0 | 173114980 | NOKIA CORP
Form 20-F
Filed on 21-Mar-2019 Period 31-Dec-2018 Accession number: 0001558370-19-002343
Included Items
1. 20-F 2. EX-11 3. EX-12.1 4. EX-12.2 5. EX-13 6. EX-15.A 7. XBRL (render)
Table of Contents
As filed with the Securities and Exchange Commission on March 21, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
Commission file number 1 13202
Nokia Corporation
(Exact name of Registrant as specified in its charter)
Republic of Finland (Jurisdiction of incorporation)
Karaportti 3 FI 02610 Espoo, Finland (Address of principal executive offices)
Esa Niinimäki, Vice President, Corporate Legal, Telephone: +358 (0) 10 44 88 000, Facsimile: +358 (0) 10 44 81 002, Karaportti 3, FI 02610 Espoo, Finland
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"):
Title of each class
American Depositary Shares Shares
Name of each exchange on which registered
New York Stock Exchange New York Stock Exchange(1)
(1) Not for trading, but onlyin connection with the registration of American DepositaryShares representing these shares, pursuant to the requirements of the Securities and Exchange Commission.
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: None
Indicate the number of outstanding shares of each of the registrant's classes of capital or common stock as of the close of the period covered by the annual report. Shares: 5 635 945 159.
Indicate by check mark if the registrant is a well-known seasoned |
1 | 173114980_1 | 173114980 | 0) 10 44 88 000, Facsimile: +358 (0) 10 44 81 002, Karaportti 3, FI 02610 Espoo, Finland
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"):
Title of each class
American Depositary Shares Shares
Name of each exchange on which registered
New York Stock Exchange New York Stock Exchange(1)
(1) Not for trading, but onlyin connection with the registration of American DepositaryShares representing these shares, pursuant to the requirements of the Securities and Exchange Commission.
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: None
Indicate the number of outstanding shares of each of the registrant's classes of capital or common stock as of the close of the period covered by the annual report. Shares: 5 635 945 159.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes No Yes No Yes No Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer |
1 | 173114980_2 | 173114980 | issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes No Yes No Yes No Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" or "emerging growth company" in Rule 12b 2 of the Exchange Act. (Check one):
Large accelerated filer Non-accelerated filer Emerging growth company
Accelerated filer Smaller reporting company
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act).
Item 17 Item 18 Yes No
Table of Contents
Cross-reference table to Form 20-F
Form 20 F Item Number
ITEM 1 ITEM 2 ITEM 3
3A 3B 3C 3D ITEM 4 4A
4B
4C
4D
4A ITEM 5 |
1 | 173114980_3 | 173114980 | ," "accelerated filer", "smaller reporting company" or "emerging growth company" in Rule 12b 2 of the Exchange Act. (Check one):
Large accelerated filer Non-accelerated filer Emerging growth company
Accelerated filer Smaller reporting company
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act).
Item 17 Item 18 Yes No
Table of Contents
Cross-reference table to Form 20-F
Form 20 F Item Number
ITEM 1 ITEM 2 ITEM 3
3A 3B 3C 3D ITEM 4 4A
4B
4C
4D
4A ITEM 5
5A
5B
5C
5D 5E
5F 5G ITEM 6 6A 6B 6C
6D 6E
Form 20 F Heading
Section in Document
IDENTITY OF DIRECTORS, SENIOR
N/A
MANAGEMENT AND ADVISERS
OFFER STATISTICS AND EXPECTED TIMETABLEN/A
KEY INFORMATION
Selected Financial Data
General facts on Nokia--Selected financial data
Capitalization and Indebtedness
N/A
Reasons for the Offer and Use of Proceeds N/A
Risk Factors
Operating and financial review and prospects--Risk factors
INFORMATION ON THE COMPANY
History and Development of the Company
Business Overview Organizational Structure Property, Plants and Equipment UNRESOLVED STAFF COMMENTS
Cover page, Overview, Introduction and use of certain terms; General facts on Nokia--Our history; Operating and financial review and prospects--Liquidity and capital resources; Operating and financial review and prospects--Significant subsequent events; Financial statements--Notes to consolidated financial statements --Note 5, Segment information; Financial statements |
1 | 173114980_b0 | 173114980 | years
Undiscounted cash flowanalysis for financial liabilities and financial assets
Other non-current financial assets
50
Long-term loan receivables
Current financial investments and cash equivalents
Derivative contracts receipts-Net settled
9
Derivative contracts receipts-Gross settled
708
Derivative contracts payments-Gross settled
(481)
Long-term interest-bearing liabilities
(2,484)
Other financial liabilities excluding derivatives
Derivative contracts receipts-Gross settled
503
Derivative contracts payments-Gross settled
(466)
Trade payables
(1)
Loan commitments given undrawn
(39)
10 45
(2,482) (6) 674 (601) (2)
Subsequent events (Details) in Millions
Feb. 04, 2019
EUR ()
Subsequent events
Number of reportable segments | item
Repayment of long-term borrowings
6.75% Senior Notes
Subsequent events
Interest rate (as percentage)
Nominal
Loan Facilities
Subsequent events
Nominal
Organizational changes
Subsequent events
Number of reportable segments | item
Borrowing related activity | 6.75% Senior Notes
Subsequent events
Repayment of long-term borrowings
231
Interest rate (as percentage)
6.75%
Borrowing related activity | Loan Facilities
Subsequent events
Borrowing period extended
Borrowing related activity | 2.00% Senior Unsecured Notes
Subsequent events
Interest rate (as percentage)
Nominal
3 Months Ended
Mar. 31, 2019 item
12 Months Ended
Dec. 31, 2018
EUR () item
Dec. 31, 2017
EUR ()
Dec. 31, 2016
EUR ()
4
31
2,044 2,599
6.75% 231
6.75%
750
3
Mar. 11, 2019
EUR ()
2.00% 750
Feb. 14, 2019
EUR ()
250
|
1 | 173114980_b1 | 173114980 | flowanalysis for financial liabilities and financial assets
Other non-current financial assets
25
Long-term loan receivables
Current financial investments and cash equivalents
Cash and cash equivalents
208
Derivative contracts receipts-Net settled
8
Derivative contracts receipts-Gross settled
46
Derivative contracts payments-Gross settled
(17)
Trade receivables
Long-term interest-bearing liabilities
(604)
Derivative contracts receipts-Gross settled
482
Derivative contracts payments-Gross settled
(459)
Trade payables
Loan commitments given undrawn
(77)
(71) (1)
86
621
1,235 (1,222) 1,208 (95)
(98) 280 (243) (251) (172) (3)
77 558
107 (938) (748) 573 (568) (9) (174) 1,570
4 192
21 (1,098) 486 (467) (3) (78)
More than 5 years
Undiscounted cash flowanalysis for financial liabilities and financial assets
Other non-current financial assets
50
Long-term loan receivables
Current financial investments and cash equivalents
Derivative contracts receipts-Net settled
9
Derivative contracts receipts-Gross settled
708
Derivative contracts payments-Gross settled
(481)
Long-term interest-bearing liabilities
(2,484)
Other financial liabilities excluding derivatives
Derivative contracts receipts-Gross settled
503
Derivative contracts payments-Gross settled
(466)
Trade payables
(1)
Loan commitments given undrawn
(39)
10 45
(2,482) (6) 674 (601) (2)
Subsequent events (Details) in Millions
Feb. 04, 2019
EUR ()
Subsequent events
Number of reportable segments | item
Repayment of long-term borrowings
6.75% Senior Notes
Subsequent events
Interest rate (as percentage)
N |
1 | 173116365_0 | 173116365 | Orchard Therapeutics Plc
Form 20-F
Filed on 22-Mar-2019 Period 31-Dec-2018 Accession number: 0001564590-19-008892
Included Items
1. 20-F 2. EX-1.1 3. EX-2.1 4. EX-4.3 5. EX-4.12 6. EX-4.13 7. EX-8.1 8. EX-12.1 9. EX-12.2 10. EX-13.1 11. EX-13.2 12. EX-15.1 13. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENTPURSUANTTOSECTION 12(b) OR (g) OFTHESECURITIESEXCHANGEACTOF1934
OR
ANNUALREPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934
For the fiscal year endedDecember 31, 2018
OR
TRANSITION REPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934
for the transitionperiodfrom
to
.
OR
SHELLCOMPANYREPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934
Commissionfile number: 001-38722
ORCHARD THERAPEUTICS PLC
(Exact name of Registrant as specified in its charter)
England and Wales (Jurisdiction of incorporation)
108 Cannon Street London EC4N 6EU United Kingdom (Address of principal executive offices)
Mark Rothera, President and Chief Executive Officer Orchard Therapeutics plc 108 Cannon Street London EC4N 6EU United Kingdom Tel: +44 (0) 203 384 6700
Email: investors@orchard-tx.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12 |
1 | 173116365_1 | 173116365 | December 31, 2018
OR
TRANSITION REPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934
for the transitionperiodfrom
to
.
OR
SHELLCOMPANYREPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934
Commissionfile number: 001-38722
ORCHARD THERAPEUTICS PLC
(Exact name of Registrant as specified in its charter)
England and Wales (Jurisdiction of incorporation)
108 Cannon Street London EC4N 6EU United Kingdom (Address of principal executive offices)
Mark Rothera, President and Chief Executive Officer Orchard Therapeutics plc 108 Cannon Street London EC4N 6EU United Kingdom Tel: +44 (0) 203 384 6700
Email: investors@orchard-tx.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act
Title of each class American Depositary Shares, each representing one ordinary share, nominal value of£0.10 per share
Ordinary shares, nominal value £0.10 per share*
*Not for trading, but only in connection with registration ofAmerican Depositary Shares.
Name of each exchange on which registered The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC*
Securities registered or to be registered pursuant to Section 12(g) ofthe Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) ofthe Act: None
Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 during the preceding 12 months |
1 | 173116365_2 | 173116365 | (b) of the Act
Title of each class American Depositary Shares, each representing one ordinary share, nominal value of£0.10 per share
Ordinary shares, nominal value £0.10 per share*
*Not for trading, but only in connection with registration ofAmerican Depositary Shares.
Name of each exchange on which registered The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC*
Securities registered or to be registered pursuant to Section 12(g) ofthe Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) ofthe Act: None
Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of" large accelerated filer," " accelerated filer," and " emerging growth company" in Rule 12b-2 ofthe Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe 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 |
1 | 173116365_3 | 173116365 | (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of" large accelerated filer," " accelerated filer," and " emerging growth company" in Rule 12b-2 ofthe Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe 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) ofthe Exchange Act.
The term" new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis ofaccounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If" Other" has been checked in response to the previous question indicate by check mark which financial statement itemthe registrant has elected to follow. Item17 Item18
Ifthis is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 ofthe Exchange Act). Yes No
Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital stock or common stock as ofthe close ofbusiness covered by the annual report. 85,865,557 ordinary shares, nominal value £0.10 per share, as ofDecember 31, 2018
TABLEOF CONTENTS
Presentation of Financial and Other Information Cautionary Statement Regarding Forward-Looking Statements
|
1 | 173116365_b0 | 173116365 | ary Shares | Initial Public Offering
Related Party Transaction [Line Items] Shares issued Scottish Mortgage Investment
Trust | Minimum
800,298
$ 14,000 14,000 $ 6,000
5.00%
$ 6,000 5.00%
4,647,500
3,376,100
697,125
5.00%
5.00%
2,057,432 5.00%
1,000,000
5.00%
Trust | Minimum
Related Party Transaction [Line Items] Percentage of share capital Scottish Mortgage Investment Trust | American Depositary Shares | Initial Public Offering
Related Party Transaction [Line Items] Shares issued
5.00% 925,000
5.00%
Subsequent Events Additional Information
(Details) - USD ($) $ / shares in Units, $ in
Millions Subsequent Event [Line Items] Shares, Granted Weighted Average Exercise Price, Granted Award vesting period Performance-based Restricted Share Units ("RSUs") Subsequent Event [Line Items] Award vesting period
Shares, Granted Aggregate fair value of RSUs Subsequent Event | Share Options and Performance-Based Restricted Share Units | 2018 Plan Subsequent Event [Line Items] Shares, Granted Weighted Average Exercise Price, Granted Aggregate grant-date fair value of the options Award vesting period Subsequent Event | Performance-based Restricted Share Units ("RSUs") | 2018 Plan Subsequent Event [Line Items] Shares, Granted Vesting date
Aggregate fair value of RSUs
12 Months Ended
Mar. 13, Mar. 01, Feb. 01, 2019 2019 2019
Jan. 16, 2019
Jan. 02, 2019
Dec. 31, 2018
Dec. 31, 2021
6,303,465 $ 4.23 4 years
1 year 3 months 18 days 219,922 $ 4.5
24,700 $ 16.89 $ 0.3 4 years
95,800 $ 12.86 $ 0.8 4 years
2,470,423 117,280 $ 12.54 $ 14.98 $ 19.8 $ 1.1 4 years 4 years
108,000
219,500
Dec. 31, 2021
Dec. 31, 2021
$ 1.9
$ 3.3
|
1 | 173116365_b1 | 173116365 | 18,500 5,000 13,000
3,201,200
16,471,380
16,471,380
39,825 9,955 3,982
500 200 $ 200 $ 400
purchased G S K | Transition Services Agreement
Related Party Transaction [Line Items] Research and development expense | $ Royalty costs | $ Accrued expenses and accounts payable | $ Deerfield Management Company | Minimum
Related Party Transaction [Line Items] Percentage of share capital Deerfield Management Company | Series C Convertible Preferred Shares
Related Party Transaction [Line Items] Shares issued Deerfield Management Company | American Depositary Shares | Initial Public Offering
Related Party Transaction [Line Items] Shares issued Scottish Mortgage Investment Trust | Series C Convertible Preferred Shares
Related Party Transaction [Line Items] Shares issued RA Capital Management Limited Liability Company | Minimum
Related Party Transaction [Line Items] Percentage of share capital RA Capital Management Limited Liability Company | American Depositary Shares | Initial Public Offering
Related Party Transaction [Line Items] Shares issued Temasek Holdings (Private) Limited | Minimum
Related Party Transaction [Line Items] Percentage of share capital Temasek Holdings (Private) Limited | American Depositary Shares | Initial Public Offering
Related Party Transaction [Line Items] Shares issued Scottish Mortgage Investment
Trust | Minimum
800,298
$ 14,000 14,000 $ 6,000
5.00%
$ 6,000 5.00%
4,647,500
3,376,100
697,125
5.00%
5.00%
2,057,432 5.00%
1,000,000
5.00%
Trust | Minimum
Related Party Transaction [Line Items] Percentage of share capital Scottish Mortgage Investment Trust | American Depositary Shares | Initial Public Offering
Related Party Transaction [Line Items] Shares issued
5.00% 925,000
5.00%
Subsequent Events Additional Information
(Details) - USD ($) $ / shares in Units, $ in
Millions Subsequent Event [Line Items] Shares, Granted Weighted Average Exercise Price, Granted Award vesting period Performance-based Restricted Share Units ("RSUs") Subsequent Event [Line Items] Award vesting period
Shares, Granted Aggregate fair value of RSUs Subsequent Event | Share Options and Performance- |
1 | 173118922_0 | 173118922 | Iterum Therapeutics Plc
Form 10-K
Filed on 25-Mar-2019 Period 31-Dec-2018 Accession number: 0001564590-19-009089
Included Items
1. 10-K 2. EX-21.1 3. EX-23.1 4. EX-31.1 5. EX-31.2 6. EX-32.1 7. EX-32.2 8. XBRL (render)
w
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM
TO
Commission File Number 001-38503
Iterum Therapeutics plc
(Exact name of Registrant as specified in its Charter)
Ireland
(State or other jurisdiction of incorporation or organization)
Block 2 Floor 3, Harcourt Centre, Harcourt Street, Dublin 2, Ireland
(Address of principal executive offices)
98-1283148
(I.R.S. Employer Identification No.)
Not applicable (Zip Code)
(+353) 1 903-8920 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Ordinary Shares, $0.01 par value per share
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) |
1 | 173118922_1 | 173118922 |
(State or other jurisdiction of incorporation or organization)
Block 2 Floor 3, Harcourt Centre, Harcourt Street, Dublin 2, Ireland
(Address of principal executive offices)
98-1283148
(I.R.S. Employer Identification No.)
Not applicable (Zip Code)
(+353) 1 903-8920 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Ordinary Shares, $0.01 par value per share
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YES NO
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the Registrant was required to submit such files). YES NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer," "small |
1 | 173118922_2 | 173118922 | of the Securities Exchange Act of 1934 duringthe preceding12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YES NO
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the Registrant was required to submit such files). YES NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany," and "emerginggrowth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reportingcompany
Emerginggrowth company
If an emerginggrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO The aggregate market value of the votingand non-votingcommon equity held by non-affiliates of the Registrant, based on the closingprice of the Registrant's ordinary shares, $0.01 par value per share, on the Nasdaq Global Market on June 30, 2018, was $151,081,043. The number of shares of Registrant's Common Shares outstandingas of February 28, 2019 was 14,367,441.
DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report |
1 | 173118922_3 | 173118922 | er reportingcompany," and "emerginggrowth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reportingcompany
Emerginggrowth company
If an emerginggrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO The aggregate market value of the votingand non-votingcommon equity held by non-affiliates of the Registrant, based on the closingprice of the Registrant's ordinary shares, $0.01 par value per share, on the Nasdaq Global Market on June 30, 2018, was $151,081,043. The number of shares of Registrant's Common Shares outstandingas of February 28, 2019 was 14,367,441.
DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference information from the definitive proxy statement for the Registrant's 2019 Annual Meetingof Shareholders, which is expected to be filed with the Securities and Exchange Commission not later than 120 days after the Registrant's fiscal year ended December 31, 2018.
Table of Contents
I PART I
Item 1. Item 1A. Item 2. Item 3. Item 4.
Business Risk Factors Properties Legal Proceedings Mine Safety Disclosures
PART II Item 5. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B.
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information
PART III Item 10. Item 11. Item 12. Item 13. Item 14.
Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services |
1 | 173118922_b0 | 173118922 | agreement
$ 15,000,000
Remaining borrowing facility available date
Oct. 31, 2019
Frequency of amortization payments
Monthly
Date of first required payment of initial draw
Nov. 01, 2019
Extended date of first required payment if second draw funded
Apr. 01, 2020
Minimum fixed interest rate per annum
8.31%
Final interest rate payment on outstanding principal
4.20%
Principal and interest payment, maturity date
Mar. 01, 2022
Final payment fee
$ 600,000
Voluntary prepayment fee in first year
3.00%
Voluntary prepayment fee in second year
2.00%
Voluntary prepayment fee thereafter
1.00%
Effective annual interest rate on outstanding debt
12.03%
Interest expense
$ 1,169,000
Amortization of debt discount and deferred financing costs
$ 360,000
Loan and Security Agreement | Silicon Valley Bank (SVB) | Wall Street Journal Prime Rate
Debt Instrument [Line Items]
Basis spread on interest rate
3.89%
Loan and Security Agreement | Silicon Valley Bank (SVB) | Maximum
Debt Instrument [Line Items]
Maximum amount available under second draw
$ 15,000,000
Silicon Valley Bank and Life Sciences Fund II LLC
Debt Instrument [Line Items]
Percentage of purchase additional ordinary shares equal to termloan divided by applicable exercise price 2.50%
Silicon Valley Bank and Life Sciences Fund II LLC | Series B Convertible Preferred Shares
Debt Instrument [Line Items]
Number of warrants to purchase shares
19,890
Warrants to purchase convertible preferred shares, exercise price
$ 18.85
Debt - Schedule of Principal
Payments on Outstanding Dec. 31, 2018
Debt (Details)
USD ($)
$ in Thousands
Debt Disclosure [Abstract]
2019
$ 1,034
2020
6,207
2021
6,207
2022
1,552
Long-term Debt
$ 15,000
|
1 | 173118922_b1 | 173118922 | itment and Contingencies - Summary of Future Minimum Payments Due under Operating Leases
(Details) $ in Thousands
Dec. 31, 2018 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2019
$ 904
2020
1,020
2021
1,030
2022
985
2023
766
Thereafter
2,356
Total
$ 7,061
Debt - Additional Information (Details) - USD ($)
12 Months Ended Apr. 27, 2018 Dec. 31, 2018 Dec. 20, 2018
Debt Instrument [Line Items]
Maximum amount available under second draw
$ 15,000,000
Amortization of debt discount and deferred financing costs
$ 360,000
Ordinary Shares
Debt Instrument [Line Items]
Number of warrants to purchase shares
19,890
Loan and Security Agreement | Silicon Valley Bank (SVB)
Debt Instrument [Line Items]
Loan and security agreement entered date
Apr. 27, 2018
Initial draw amount under agreement
$ 15,000,000
Remaining borrowing facility available date
Oct. 31, 2019
Frequency of amortization payments
Monthly
Date of first required payment of initial draw
Nov. 01, 2019
Extended date of first required payment if second draw funded
Apr. 01, 2020
Minimum fixed interest rate per annum
8.31%
Final interest rate payment on outstanding principal
4.20%
Principal and interest payment, maturity date
Mar. 01, 2022
Final payment fee
$ 600,000
Voluntary prepayment fee in first year
3.00%
Voluntary prepayment fee in second year
2.00%
Voluntary prepayment fee thereafter
1.00%
Effective annual interest rate on outstanding debt
12.03%
Interest expense
$ 1,169,000
Amortization of debt discount and deferred financing costs
$ 360,000
Loan and Security Agreement | Silicon Valley Bank (SVB) | Wall Street Journal Prime Rate
Debt Instrument [Line Items |
1 | 173125908_0 | 173125908 | Oxford Immunotec Global PLC
Form 10-K
Filed on 28-Mar-2019 Period 31-Dec-2018 Accession number: 0001437749-19-005832
Included Items
1. 10-K: FORM 10-K 2. EX-10.12: EXHIBIT 10.12 3. EX-10.13: EXHIBIT 10.13 4. EX-10.47: EXHIBIT 10.47 5. EX-21.1: EXHIBIT 21.1 6. EX-23.1: EXHIBIT 23.1 7. EX-23.2: EXHIBIT 23.2 8. EX-31.1: EXHIBIT 31.1 9. EX-31.2: EXHIBIT 31.2 10. EX-32: EXHIBIT 32 11. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
(Mark One)
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from to Commission File Number 001-36200
OXFORD IMMUNOTEC GLOBAL PLC
(Exact name of registrant as specified in its charter)
England and Wales (State or Other Jurisdiction of Incorporation or Organization)
94C Innovation Drive, Milton Park, Abingdon OX14 4RZ, United Kingdom (Address of Principal Executive Offices) +44 (0)1235 442780 (Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
98-1133710 (I.R.S. Employer Identification No.)
Not Applicable (Zip Code)
Title of each class Ordinary Shares, £0.006705 nominal value per share
Name of exchange on which registered The NASDAQ Global Market
Securities registered pursuant to Section 12(g) of |
1 | 173125908_1 | 173125908 | THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from to Commission File Number 001-36200
OXFORD IMMUNOTEC GLOBAL PLC
(Exact name of registrant as specified in its charter)
England and Wales (State or Other Jurisdiction of Incorporation or Organization)
94C Innovation Drive, Milton Park, Abingdon OX14 4RZ, United Kingdom (Address of Principal Executive Offices) +44 (0)1235 442780 (Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
98-1133710 (I.R.S. Employer Identification No.)
Not Applicable (Zip Code)
Title of each class Ordinary Shares, £0.006705 nominal value per share
Name of exchange on which registered The NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes No
Table of Contents
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, |
1 | 173125908_2 | 173125908 | the Act None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes No
Table of Contents
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Smaller reporting company
Non-accelerated filer
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of March 1, 2019, there were 26,617,311 Ordinary Shares, nominal value |
1 | 173125908_3 | 173125908 | in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Smaller reporting company
Non-accelerated filer
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of March 1, 2019, there were 26,617,311 Ordinary Shares, nominal value £0.006705, of Oxford Immunotec Global PLC outstanding.
As of June 30, 2018, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's Ordinary Shares held by non-affiliates was approximately $283,039,200.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required by Part III of this Annual Report on Form 10-K is incorporated from our definitive proxy statement pursuant to Regulation 14A, to be filed with the Commission not later than 120 days after the close of our fiscal year ended December 31, 2018.
Table of Contents
Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K, and exhibits hereto, contains or incorporates by reference estimates, predictions, opinions, projections and other statements that may be interpreted as "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The forward-looking statements are contained principally in Part I, Item 1: "Business," |
1 | 173125908_b0 | 173125908 | 663 20,087 16,109
Research and development
5,751
5,866
4,542
Sales and marketing
7,592
8,963
8,106
General and administrative
3,593
4,917
4,232
Income (loss) from discontinued operations before income taxes
1,727
341
(771)
Gain on disposition
145,982
Income tax expense
39,435
Income (loss) from discontinued operations
$ 108,274 $ 341
$ (771)
Note 20 - Restructuring (Details Textual) - Plan to Terminate Government
Grants [Member]
3 Months Ended 12 Months Ended
Dec. 31, 2017 Sep. 30, 2017 Dec. 31, 2017
USD ($) USD ($)
USD ($)
Restructuring and Related Cost, Number of Positions Eliminated 15
Restructuring Charges, Total
$ 182,000
Impairment of Long-Lived Assets Held-for-use
$ 28,000
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)
$ 26,000
Research and Development Expense [Member]
Restructuring Charges, Total
$ 169,000
General and Administrative Expense [Member]
Restructuring Charges, Total
$ 13,000
Note 20 - Restructuring -
12 Months Ended
Accrued Restructuring Costs
(Details) - Plan to Terminate
Government Grants Dec. 31, 2018 Dec. 31, 2017
[Member] - USD ($)
$ in Thousands
Balance
$ 74
Charge for restructuring
182
Payments
(70)
(108)
Balance
$ 4
$ 74
Note 22 - Litigation 1 Months Ended
12 Months Ended
Settlement Income (Details
Textual) - USD ($)
Dec. 31, 2017 Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
$ in Thousands
Settlment Income, Nonoperating $ 27,500
$ 27,500
|
1 | 173125908_b1 | 173125908 |
315
Total major classes of current assets of the discontinued operations
14,281
Property and equipment, net
6,303
Goodwill
1,484
Other intangible assets, net
6,813
Other assets
185
Total major classes of noncurrent assets of the discontinued operations
14,785
Total assets of the disposal group classified as assets of discontinued operations in the consolidated balance sheets
29,066
Current liabilities:
Accounts payable
1,290
Accrued liabilities
3,326
Other liabilities
14
Total major classes of current liabilities of the discontinued operations
4,630
Total major classes of noncurrent liabilities of the discontinued operations
48
Total liabilities of the disposal group classified as liabilities of discontinued operations in the consolidated balance sheets
4,678
Major classes of line items constituting income (loss) from discontinued operations before income taxes:
Service revenue
53,325 56,700 $ 45,705
Cost of service revenue
34,662 36,613 29,596
Gross profit
18,663 20,087 16,109
Research and development
5,751
5,866
4,542
Sales and marketing
7,592
8,963
8,106
General and administrative
3,593
4,917
4,232
Income (loss) from discontinued operations before income taxes
1,727
341
(771)
Gain on disposition
145,982
Income tax expense
39,435
Income (loss) from discontinued operations
$ 108,274 $ 341
$ (771)
Note 20 - Restructuring (Details Textual) - Plan to Terminate Government
Grants [Member]
3 Months Ended 12 Months Ended
Dec. 31, 2017 Sep. 30, 2017 Dec. 31, 2017
USD ($) USD ($)
USD ($)
Restructuring and Related Cost, Number of Positions Eliminated 15
Restructuring Charges, Total
$ 182,000
Impairment of Long-Lived Assets Held-for-use
$ 28, |
1 | 173126316_0 | 173126316 | Proqr Therapeutics N.V.
Form 20-F
Filed on 28-Mar-2019 Period 31-Dec-2018 Accession number: 0001558370-19-002525
Included Items
1. 20-F 2. EX-1.2 3. EX-4.15 4. EX-4.16 5. EX-4.17 6. EX-4.18 7. EX-4.19 8. EX-8.1 9. EX-12.1 10. EX-12.2 11. EX-13.1 12. EX-15.1 13. XBRL (render)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20 F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: Not applicable For the transition period from to
Commission file number 001 36622
PROQR THERAPEUTICS N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
Zernikedreef 9 2333 CK Leiden The Netherlands
(Address of principal executive offices)
Smital Shah, Chief Business and Financial Officer Tel: +31 88 166 7000
sshah@proqr.com, Zernikedreef 9, 2333 CK Leiden, The Netherlands
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Ordinary Shares, nominal value 0.04 per share
Name of each exchange on which registered NASDAQ |
1 | 173126316_1 | 173126316 | SUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: Not applicable For the transition period from to
Commission file number 001 36622
PROQR THERAPEUTICS N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
Zernikedreef 9 2333 CK Leiden The Netherlands
(Address of principal executive offices)
Smital Shah, Chief Business and Financial Officer Tel: +31 88 166 7000
sshah@proqr.com, Zernikedreef 9, 2333 CK Leiden, The Netherlands
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Ordinary Shares, nominal value 0.04 per share
Name of each exchange on which registered NASDAQ Stock Market
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Table of Contents
None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. Ordinary shares, nominal value 0.04 per share: 38,872,936
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
Note Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all |
1 | 173126316_2 | 173126316 | Stock Market
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Table of Contents
None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. Ordinary shares, nominal value 0.04 per share: 38,872,936
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
Note Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition
of "large accelerated filer", "accelerated filer", and "emerging growth company" in Rule 12b 2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth
company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate |
1 | 173126316_3 | 173126316 | reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition
of "large accelerated filer", "accelerated filer", and "emerging growth company" in Rule 12b 2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth
company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.
The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as Other
issued by the International Accounting Standards
Board
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act). Yes No
Table of Contents
TABLEOF CONTENTS
Page
Introduction
4
Forward-looking statements
5
Part I
6
Item 1: Identity of Directors, Senior Management and Advisers
6 |
1 | 173126316_b0 | 173126316 |
2.74
4.65
6.08
Number of tranches | item
4
Vesting percentage of options
25.00%
Mr. James Shannon
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
61,538
Number of options outstanding
92,733
Number of options granted
27,500
32,164
33,069
Exercise price of options granted |
2.74
4.65
4.32
Number of tranches | item
4
Vesting percentage of options
25.00%
Mr. D.A. de Boer
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
705,309
Number of options outstanding
828,623
Number of options granted
379,285
239,717 129,727
Exercise price of options granted |
2.74
4.65
6.64
Number of tranches | installment
4
Bonus based on goals realised |
281,000
217,000 131,000
Weighted average contractual life of options
8 years 1 month 6 days
Mr. R.K. Beukema
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
346,239
Number of options outstanding
440,013
Number of options granted
140,932
101,408 50,608
Exercise price of options granted |
2.74
4.65
6.64
Number of tranches | installment
4
Bonus based on goals realised |
134,000
113,000 76,000
Severance payment | Weighted average contractual life of options
324,000 7 years 2 months 12 days
Auditor fees (Details) - EUR
12 Months Ended
() in Thousands
Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Auditor fees
Audit fees
181
175
165
Audit-related fees
261
140
39
Total
442
315
204
|
1 | 173126316_b1 | 173126316 | . 31, 2016 EUR () EUR () Options Options
Sofinnova Capital VII FCPR
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
2,764,194
Mr. Valerio
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
1,043,420
Number of options outstanding
115,925
Number of options granted
27,500
32,164
23,989
Exercise price of options granted |
2.74
4.65
6.08
Number of tranches | item
4
Vesting percentage of options
25.00%
Borrowings, interest rate
8.00%
Vesting period
36 months
Period after which unconverted loans become payable on demand 24 months
Ms. Alison Lawton
Transactions between the Company and related parties
Number of options outstanding
96,473
Number of options granted
27,500
32,164
23,989
Exercise price of options granted |
2.74
4.65
6.08
Number of tranches | item
4
Vesting percentage of options
25.00%
Mr. James Shannon
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
61,538
Number of options outstanding
92,733
Number of options granted
27,500
32,164
33,069
Exercise price of options granted |
2.74
4.65
4.32
Number of tranches | item
4
Vesting percentage of options
25.00%
Mr. D.A. de Boer
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
705,309
Number of options outstanding
828,623
Number of options granted
379,285
239,717 129,727
Exercise price of options granted |
2.74
4.65
6.64
Number of tranches | installment
4
Bonus based on goals realised |
|
1 | 173128372_0 | 173128372 | BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
Form 20-F
Filed on 28-Mar-2019 Period 31-Dec-2018 Accession number: 0000842180-19-000005
Included Items
1. 20-F: DOCUMENT 20-F 2. EX-12.1: EXHIBIT 12.1 3. EX-12.2: EXHIBIT 12.2 4. EX-12.3: EXHIBIT 12.3 5. EX-13.1: EXHIBIT 13.1 6. EX-15.1: EXHIBIT 15.1 7. EX-15.2: EXHIBIT 15.2 8. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934 OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2018 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from ___ to ___ OR
[ ] SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report Commission file number: 1-10110
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
(Exact name of Registrant as specified in its charter)
BANK BILBAO VIZCAYA ARGENTARIA, S.A.
(Translation of Registrant's name into English)
Kingdom of Spain
(Jurisdiction of incorporation or organization)
Calle Azul, 4 28050 Madrid
Spain
(Address of principal executive offices)
Jaime Sáenz de Tejada Pulido Calle Azul, 4 28050 Madrid Spain
Telephone number +34 91 537 7000
(Name, Telephone, E-mail and /or |
1 | 173128372_1 | 173128372 | ECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2018 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from ___ to ___ OR
[ ] SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report Commission file number: 1-10110
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
(Exact name of Registrant as specified in its charter)
BANK BILBAO VIZCAYA ARGENTARIA, S.A.
(Translation of Registrant's name into English)
Kingdom of Spain
(Jurisdiction of incorporation or organization)
Calle Azul, 4 28050 Madrid
Spain
(Address of principal executive offices)
Jaime Sáenz de Tejada Pulido Calle Azul, 4 28050 Madrid Spain
Telephone number +34 91 537 7000
(Name, Telephone, E-mail and /or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of Each Class American Depositary Shares, each representing
the right to receive one ordinary share,
par value 0.49 per share Ordinary shares, par value 0.49 per share
Name of Each Exchange on which Registered NewYork Stock Exchange
NewYork Stock Exchange*
3.000%Fixed Rate Senior Notes due 2020
NewYork Stock Exchange
* The ordinary shares are not listed for trading, but are listed only in connection with the registration of the American Depositary Shares, pursuant to requirements of the New York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Title of Each Class
Non-Step Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities
Name of Each Exchange on which Registered Irish Stock Exchange
The number of outstanding shares of each class of stock of the Registrant as of December 31, 2018, was: Ordinary |
1 | 173128372_2 | 173128372 | Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of Each Class American Depositary Shares, each representing
the right to receive one ordinary share,
par value 0.49 per share Ordinary shares, par value 0.49 per share
Name of Each Exchange on which Registered NewYork Stock Exchange
NewYork Stock Exchange*
3.000%Fixed Rate Senior Notes due 2020
NewYork Stock Exchange
* The ordinary shares are not listed for trading, but are listed only in connection with the registration of the American Depositary Shares, pursuant to requirements of the New York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Title of Each Class
Non-Step Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities
Name of Each Exchange on which Registered Irish Stock Exchange
The number of outstanding shares of each class of stock of the Registrant as of December 31, 2018, was: Ordinary shares, par value 0.49 per share--6,667,886,580
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit such files).
Yes [X] No [ ] |
1 | 173128372_3 | 173128372 | shares, par value 0.49 per share--6,667,886,580
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of "large accelerated filer", "accelerated filer," and "emerginggrowth company" in Rule 12b2 of the Exchange Act.:
Large accelerated filer [X]
Accelerated filer [ ]
Non-accelerated filer [ ]
Emerginggrowth company [ ]
If an emerginggrowth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
The term "new or revised financial accountingstandard" refers to any update issued by the Financial AccountingStandards Board to its AccountingStandards Codification after April 5, 2012.
Indicate by check mark which basis of accountingthe registrant has used to prepare the financial statements included in this filing:
U.S. GAAP [ ]
International Financial ReportingStandards as Issued by the |
1 | 173128372_b0 | 173128372 | 79
24,203
21,745
Foreign Geography | Rest of countries BBVA S A [Member]
Interest Income Breakdown By Geographical Area
Interest Income (Income Statement)
24,370
23,781
21,455
Total Domestic Foreign [Member] | Total [Member]
Interest Income Breakdown By Geographical Area
Interest Income (Income Statement)
29,831 29,296 27,708
Note 56 - Subsequent Events (Details)
12 Months Ended Dec. 31, 2018
Subsequent Events
Description Of Nature Of Non On January 15, 2019, BBVA announced its irrevocable decision to early redeem, on February 19, 2019, the issuance of
adjusting Event After Reporting preferred securities contingently convertible (additional tier 1 instrument) carried out by the Bank on February 19, 2014, for
Period
an amount of 1.5 billion on the First Reset Date of the issuance and once the prior consent from the Regulator was
obtained (see Note 22.4). The Board of Directors, in their meeting on January 31, 2019, agreed on carrying out an issuance of bonds convertible into ordinary shares of BBVA with exclusion of pre-emptive subscription rights, under the power delegated by the General Shareholders' Meeting of the Company held on March 17, 2017 under the fifth item on the agenda which is pending to be executed. On February 1, 2019 it was announced that it was foreseen to submit to the consideration of the corresponding government bodies the proposal of cash payment in a gross amount of euro 0.16 per share to be paid in April as final dividend for 2018 (see Note 4). On February 14, 2019, the results of the supervisory review and evaluation process (SREP) were announced. On 19 February, BBVA announced the irrevocable decision to early redeem, on April 11, the issuance of subordinated bonds (Subordinated Notes) that has been computed as Tier 2 capital for an amount of 1.5 billion, coinciding with the Optional Amortization date of said issue, and once the prior consent from the Regulator has been obtained. From January 1, 2019 to the date of preparation of these Consolidated Financial Statements, no other subsequent events not mentioned above in these financial statements have taken place that could significantly affect the Group's earnings or its equity position.
|
1 | 173128372_b1 | 173128372 | in Millions
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Interest Income Breakdown By Geographical Area
Interest Income (Income Statement)
29,831 29,296 27,708
Domestic Geography | Total [Member]
Interest Income Breakdown By Geographical Area
Interest Income (Income Statement)
4,952
5,093
5,962
Foreign Geography | European Union [Member]
Interest Income Breakdown By Geographical Area
Interest Income (Income Statement)
509
422
291
Foreign Geography | BBVA Eurozone [Member]
Interest Income Breakdown By Geographical Area
Interest Income (Income Statement)
391
239
291
Foreign Geography | No Eurozone [Member]
Interest Income Breakdown By Geographical Area
Interest Income (Income Statement)
117
183
0
Foreign Geography | Total [Member]
Interest Income Breakdown By Geographical Area
Interest Income (Income Statement)
24,879
24,203
21,745
Foreign Geography | Rest of countries BBVA S A [Member]
Interest Income Breakdown By Geographical Area
Interest Income (Income Statement)
24,370
23,781
21,455
Total Domestic Foreign [Member] | Total [Member]
Interest Income Breakdown By Geographical Area
Interest Income (Income Statement)
29,831 29,296 27,708
Note 56 - Subsequent Events (Details)
12 Months Ended Dec. 31, 2018
Subsequent Events
Description Of Nature Of Non On January 15, 2019, BBVA announced its irrevocable decision to early redeem, on February 19, 2019, the issuance of
adjusting Event After Reporting preferred securities contingently convertible (additional tier 1 instrument) carried out by the Bank on February 19, 2014, for
Period
an amount of 1.5 billion on the First Reset Date of the issuance and once the prior consent from the Regulator was
obtained (see Note 22.4). The Board of Directors, in their meeting on January 31, 2019, agreed on |
1 | 173128513_0 | 173128513 | Voxeljet AG
Form 20-F
Filed on 28-Mar-2019 Period 31-Dec-2018 Accession number: 0001558370-19-002563
Included Items
1. 20-F 2. EX-8.1 3. EX-12.1 4. EX-12.2 5. EX-13.1 6. EX-13.2 7. EX-15.1 8. XBRL (render)
Table of Contents
As filedwiththe Securities andExchange CommissiononMarch28, 2019
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM20 F
(Mark One)
REGISTRATIONSTATEMENTPURSUANTTOSECTION12(b) OR(g) OFTHESECURITIESEXCHANGEACTOF1934
OR
ANNUALREPORTPURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934
For the fiscal year ended December 31, 2018
OR
TRANSITIONREPORTPURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934
OR
SHELLCOMPANYREPORTPURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934
Commission file number 001 36130
voxeljet AG
(Exact name ofRegistrant as specified in its charter)
Not Applicable (Translation ofRegistrant's name into English)
Federal Republic of Germany (Jurisdiction ofincorporation or organization)
Paul LenzStraße 1a 86316 Friedberg, Germany (Address ofprincipal executive offices)
Rudolf Franz, Telephone: (49) 821 7843 100, Facsimile: (49) 821 7843 111, Address: Paul LenzStraße 1a, 86316 Friedberg, Germany
(Name, Telephone, E mail and/or Facsimile number and Address ofCompany Contact Person)
Securities registered or to be registered pursuant to Section 12(b) ofthe Act.
Title of each class American Depositary Shares each representing one fifth of an ordinary share |
1 | 173128513_1 | 173128513 | 15(d) OFTHESECURITIESEXCHANGEACTOF1934
OR
SHELLCOMPANYREPORTPURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934
Commission file number 001 36130
voxeljet AG
(Exact name ofRegistrant as specified in its charter)
Not Applicable (Translation ofRegistrant's name into English)
Federal Republic of Germany (Jurisdiction ofincorporation or organization)
Paul LenzStraße 1a 86316 Friedberg, Germany (Address ofprincipal executive offices)
Rudolf Franz, Telephone: (49) 821 7843 100, Facsimile: (49) 821 7843 111, Address: Paul LenzStraße 1a, 86316 Friedberg, Germany
(Name, Telephone, E mail and/or Facsimile number and Address ofCompany Contact Person)
Securities registered or to be registered pursuant to Section 12(b) ofthe Act.
Title of each class American Depositary Shares each representing one fifth of an ordinary share
Ordinary shares, 1.00 nominal value per share*
Name of each exchange on which registered New YorkStockExchange LLC New YorkStockExchange LLC*
* Not for trading purposes, but only in connection with the registration ofAmerican Depositary Shares pursuant to the requirements ofthe Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) ofthe Act. None (Title ofClass) Securities registered for which there is a reporting obligation pursuant to Section 15(d) ofthe Act. None (Title ofClass) Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report.
Ordinaryshares: 4,836,000 Indicate by check mark ifthe registrant is a well known seasoned issuer, as defined in Rule 405 ofthe Securities Act.
Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934.
Yes No
Indicate by check mark whether the registrant (1) has filed |
1 | 173128513_2 | 173128513 |
Ordinary shares, 1.00 nominal value per share*
Name of each exchange on which registered New YorkStockExchange LLC New YorkStockExchange LLC*
* Not for trading purposes, but only in connection with the registration ofAmerican Depositary Shares pursuant to the requirements ofthe Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) ofthe Act. None (Title ofClass) Securities registered for which there is a reporting obligation pursuant to Section 15(d) ofthe Act. None (Title ofClass) Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report.
Ordinaryshares: 4,836,000 Indicate by check mark ifthe registrant is a well known seasoned issuer, as defined in Rule 405 ofthe Securities Act.
Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934.
Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S T(§232.405 ofthis chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or an emerging growth company. See definition of" accelerated filer," "large accelerated filer" and
" emerging growth company" in Rule 12b 2 ofthe Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non accelerated filer
Emerging growth company
Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate |
1 | 173128513_3 | 173128513 | all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S T(§232.405 ofthis chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or an emerging growth company. See definition of" accelerated filer," "large accelerated filer" and
" emerging growth company" in Rule 12b 2 ofthe Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non accelerated filer
Emerging growth company
Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe 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) ofthe Exchange Act.
The term" new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis ofaccounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued
by the International Accounting Standards Board
Other
If" Other" has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow.
Item17 Item18
Ifthis is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 ofthe Exchange Act).
Yes No
(APPLICABLE ONLY TO ISSUERSINVOLVED IN BANKRUPTCY PROCEEDINGSDURING THE PASTFIVE YEARS)
Indicate by check mark whether the registrant |
1 | 173128513_b0 | 173128513 | ai Fast Manufacturing Technology Co., Ltd
Related parties
Acquired goods
175
244
87
DSCS Digital Supply Chain Solutions GmbH
Related parties
Acquired goods
0
0
Ownership interest in associate
33.30% 33.30%
Simon Franz
Related parties
Salary received
12
3
12 Months Ended
Equity (Details) / shares in Units, in
Thousands
Nov. 08, 2018 shares
Nov. 01, 2018
EUR ()
Oct. 17, 2018
EUR () shares
Dec. 31, 2018
EUR ()
Dec. 31, 2016 Vote
Dec. 31, Dec. 31, Oct. 17, 2018 2018 2018
$ / shares / shares $ / shares shares shares shares
Jan. 01, 2018 shares
Jan. 01, 2017 shares
Equity
Number of shares purchased by management
233,462
Net proceeds from the offering |
11,088
Shares issued (in shares)
3,720,000 3,720,000
American Depositary Shares
Equity
Number of new shares issued (in shares)
4,860,000
Offering price (in dollars per share) | $ / shares
$ 2.57
Net proceeds from the offering |
9,000
Ordinary shares
Equity
Number of new shares issued (in shares)
972,000
Par value per share | (per share)
$0 0
Shares issued (in shares)
4,836,000 4,836,000
Shares outstanding (in shares)
4,836,000 4,836,000
Number of votes | Vote
1
Maximum authorized share capital |
744
Over-allotment transaction
Equity
Net proceeds from the offering |
1,400
Over-allotment transaction | American Depositary Shares
Equity
Public offering (in shares)
720,000
Over-allotment transaction | Ordinary
shares
Equity
Public offering (in shares)
144,000
|
1 | 173128513_b1 | 173128513 | 762
More than 5 years
Leases
Operating lease obligations
364
398
Related party transactions -
12 Months Ended
Management Compensation
(Details) - EUR () Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
in Thousands
Related party transactions
Fixed compensation
781
778
644
Variable compensation
360
231
Total
1,141 1,009 644
Related party transactions Other (Details) - EUR ()
in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Office space Augsburg, Germany
Related parties
Rent expense
2
2
2
Use of paintings in administrative building
Related parties
Rent expense
2
2
2
Schlosserei und Metallbau Ederer, Dießen
Related parties
Acquired goods
7
15
15
Andreas Schmid Logistik
Related parties
Acquired goods
74
43
Suzhou Meimai Fast Manufacturing Technology Co., Ltd
Related parties
Acquired goods
175
244
87
DSCS Digital Supply Chain Solutions GmbH
Related parties
Acquired goods
0
0
Ownership interest in associate
33.30% 33.30%
Simon Franz
Related parties
Salary received
12
3
12 Months Ended
Equity (Details) / shares in Units, in
Thousands
Nov. 08, 2018 shares
Nov. 01, 2018
EUR ()
Oct. 17, 2018
EUR () shares
Dec. 31, 2018
EUR ()
Dec. 31, 2016 Vote
Dec. 31, Dec. 31, Oct. 17, 2018 2018 2018
$ / shares / shares $ / shares shares shares shares
Jan. 01, 2018 shares
Jan. 01, 2017 shares
Equity
Number of shares purchased by management
233,462
Net proceeds from the offering |
11,088
Shares issued (in shares)
3,720,000 3,720,000
American |
1 | 173129414_0 | 173129414 | BP PLC
Form 20-F
Filed on 29-Mar-2019 Period 31-Dec-2018 Accession number: 0001628280-19-003618
Included Items
1. 20-F 2. EX-12.0: EXHIBIT 12.0 3. EX-13.0: EXHIBIT 13.0 4. EX-15.1: EXHIBIT 15.1 5. EX-15.2: EXHIBIT 15.2 6. EX-15.3: EXHIBIT 15.3 7. EX-15.4: EXHIBIT 15.4 8. EX-15.7: EXHIBIT 15.7 9. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
¨
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 31 December 2018 OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-6262
BP p.l.c.
(Exact name of Registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
1 St James's Square, London SW1Y4PD United Kingdom
(Address of principal executive offices)
Dr Brian Gilvary BP p.l.c.
1 St James's Square, London SW1Y4PD United Kingdom
Tel +44 (0) 20 7496 5311 Fax +44 (0) 20 7496 4573
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of each |
1 | 173129414_1 | 173129414 | SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 31 December 2018 OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-6262
BP p.l.c.
(Exact name of Registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
1 St James's Square, London SW1Y4PD United Kingdom
(Address of principal executive offices)
Dr Brian Gilvary BP p.l.c.
1 St James's Square, London SW1Y4PD United Kingdom
Tel +44 (0) 20 7496 5311 Fax +44 (0) 20 7496 4573
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of each class Ordinary Shares of 25c each Floating Rate Guaranteed Notes due 2019 Floating Rate Guaranteed Notes due 2021 Floating Rate Guaranteed Notes due 2022 2.237% Guaranteed Notes due 2019 1.676% Guaranteed Notes due 2019 1.768% Guaranteed Notes due 2019 2.315% Guaranteed Notes due 2020 2.521% Guaranteed Notes due 2020 4.500% Guaranteed Notes due 2020 4.742% Guaranteed Notes due 2021 3.561% Guaranteed Notes due 2021 2.112% Guaranteed Notes due 2021 2.500% Guaranteed Notes due 2022 2.520% Guaranteed Notes due 2022 3.245% Guaranteed Notes due 2022 3.062% Guaranteed Notes due 2022 2.750% Guaranteed Notes due 2023 3.216% Guaranteed Notes due 2023 3.994% Guaranteed Notes due 2023 3.535% Guaranteed Notes due 2024 3.814% Guaranteed Notes due 2024 3.224% Guaranteed Notes due 2024 3.790% Guaranteed Notes due 2024 3.506% Guaranteed Notes due 2025 3.796% Guaranteed Notes due 2025 3.119% Guaranteed Notes due 2026 3.410% Guaranteed Notes due 2026 3 |
1 | 173129414_2 | 173129414 | class Ordinary Shares of 25c each Floating Rate Guaranteed Notes due 2019 Floating Rate Guaranteed Notes due 2021 Floating Rate Guaranteed Notes due 2022 2.237% Guaranteed Notes due 2019 1.676% Guaranteed Notes due 2019 1.768% Guaranteed Notes due 2019 2.315% Guaranteed Notes due 2020 2.521% Guaranteed Notes due 2020 4.500% Guaranteed Notes due 2020 4.742% Guaranteed Notes due 2021 3.561% Guaranteed Notes due 2021 2.112% Guaranteed Notes due 2021 2.500% Guaranteed Notes due 2022 2.520% Guaranteed Notes due 2022 3.245% Guaranteed Notes due 2022 3.062% Guaranteed Notes due 2022 2.750% Guaranteed Notes due 2023 3.216% Guaranteed Notes due 2023 3.994% Guaranteed Notes due 2023 3.535% Guaranteed Notes due 2024 3.814% Guaranteed Notes due 2024 3.224% Guaranteed Notes due 2024 3.790% Guaranteed Notes due 2024 3.506% Guaranteed Notes due 2025 3.796% Guaranteed Notes due 2025 3.119% Guaranteed Notes due 2026 3.410% Guaranteed Notes due 2026 3.017% Guaranteed Notes due 2027 3.279% Guaranteed Notes due 2027 3.588% Guaranteed Notes due 2027 3.723% Guaranteed Notes due 2028 3.937% Guaranteed Notes due 2028 4.234% Guaranteed Notes due 2028
Name of each exchange on which registered NewYork Stock Exchange* NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange
* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission
Securities registered or to be registered pursuant to Section 12(g) of the Act |
1 | 173129414_3 | 173129414 | .017% Guaranteed Notes due 2027 3.279% Guaranteed Notes due 2027 3.588% Guaranteed Notes due 2027 3.723% Guaranteed Notes due 2028 3.937% Guaranteed Notes due 2028 4.234% Guaranteed Notes due 2028
Name of each exchange on which registered NewYork Stock Exchange* NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange
* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary Shares of 25c each Cumulative First Preference Shares of £1 each Cumulative Second Preference Shares of £1 each
21,525,464,027 7,232,838 5,473,414
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Note--Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 |
1 | 173129414_b0 | 173129414 | ,000 12,147,000,000 (37,000,000)
37,000,000 46,122,000,000 [1] 27,206,000,000 (5,156,000,000) [1] 75,100,000,000 [1]
126,000,000 [1] 98,311,000,000 [1]
180,000,000 [1]
Employee Share Ownership Plans [Member]
Treasury shares
ifrs-full_TreasuryShares
Treasury shares
ifrs-full_TreasuryShares
Treasury shares
ifrs-full_TreasuryShares
Number of shares outstanding ifrs-full_NumberOfSharesOutstanding
Number of shares outstanding ifrs-full_NumberOfSharesOutstanding
Number of shares outstanding ifrs-full_NumberOfSharesOutstanding
Treasury Shares Held In Employee Share-based Payment Plans [Member] | UNITED STATES
Treasury shares
ifrs-full_TreasuryShares
Treasury shares
ifrs-full_TreasuryShares
Treasury shares
ifrs-full_TreasuryShares
Number of shares outstanding ifrs-full_NumberOfSharesOutstanding
Number of shares outstanding ifrs-full_NumberOfSharesOutstanding
Number of shares outstanding ifrs-full_NumberOfSharesOutstanding
Reserve of gains and losses on remeasuring available-for-sale financial assets [member] | IFRS 9 Financial Instruments [Member] | Increase (decrease) due to changes in accounting policy required by IFRSs [member]
Equity
ifrs-full_Equity
Non-controlling interests [member]
Equity
ifrs-full_Equity
Issued capital [member]
Equity
ifrs-full_Equity
[1] See Note 32 for further information.
5,000,000 2,000,000 $ 40,000,000 21,432,000 9,705,000 161,518,000
$ 4,000,000 0 $ 0 16,814,000 24,000 15,000
$ 17,000,000
1,913,000,000 [1] $ 5,343,000,000
|
1 | 173129414_b1 | 173129414 | ity
Share Capital And Capital Reserve [Member]
Equity
ifrs-full_Equity
Merger reserve [member]
Equity
ifrs-full_Equity
Reserve of exchange differences on translation [member]
Equity
ifrs-full_Equity
Retained earnings [member]
Equity
ifrs-full_Equity
Retained earnings [member] | IFRS 9 Financial Instruments [Member] | Increase (decrease) due to changes in accounting policy required by IFRSs [member]
Equity
ifrs-full_Equity
Equity attributable to owners of parent [member]
Equity
ifrs-full_Equity
Equity attributable to owners of parent [member] | IFRS 9 Financial Instruments [Member] | Increase (decrease) due to changes in accounting policy required by IFRSs [member]
Equity
ifrs-full_Equity
Treasury Shares Held In
(797,000,000) [1]
54,000,000 [1] 1,426,000,000 12,147,000,000 (37,000,000)
37,000,000 46,122,000,000 [1] 27,206,000,000 (5,156,000,000) [1] 75,100,000,000 [1]
126,000,000 [1] 98,311,000,000 [1]
180,000,000 [1]
Employee Share Ownership Plans [Member]
Treasury shares
ifrs-full_TreasuryShares
Treasury shares
ifrs-full_TreasuryShares
Treasury shares
ifrs-full_TreasuryShares
Number of shares outstanding ifrs-full_NumberOfSharesOutstanding
Number of shares outstanding ifrs-full_NumberOfSharesOutstanding
Number of shares outstanding ifrs-full_NumberOfSharesOutstanding
Treasury Shares Held In Employee Share-based Payment Plans [Member] | UNITED STATES
Treasury shares
ifrs-full_TreasuryShares
Treasury shares
ifrs-full_TreasuryShares
Treasury shares
ifrs-full_Tre |
1 | 173130792_0 | 173130792 | Erytech Pharma S.A.
Form 20-F
Filed on 29-Mar-2019 Period 31-Dec-2018 Accession number: 0001564590-19-010079
Included Items
1. 20-F 2. EX-4.4 3. EX-4.20 4. EX-4.21 5. EX-12.1 6. EX-12.2 7. EX-13.1 8. EX-15.1 9. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENTPURSUANTTO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACTOF 1934
OR
ANNUAL REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
For the fiscal year ended December 31, 2018
OR
TRANSITION REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
For the transition period from
to
OR
SHELL COMPANY REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
Date of event requiring this shell company report
Commission File Number 001-38281
ERYTECH Pharma S.A.
(Exact name of registrant as specified in its charter and translation of registrant's name into English)
France (Jurisdiction of incorporation or organization)
60 Avenue Rockefeller 69008 Lyon France
(Address of principal executive offices)
Gil Beyen Chairman and Chief Executive Officer
ERYTECH Pharma S.A. 60 Avenue Rockefeller
69008 Lyon France Tel: +33 4 78 74 44 38 Fax: +33 4 78 75 56 29 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share |
1 | 173130792_1 | 173130792 | ITIES EXCHANGEACTOF 1934
For the transition period from
to
OR
SHELL COMPANY REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
Date of event requiring this shell company report
Commission File Number 001-38281
ERYTECH Pharma S.A.
(Exact name of registrant as specified in its charter and translation of registrant's name into English)
France (Jurisdiction of incorporation or organization)
60 Avenue Rockefeller 69008 Lyon France
(Address of principal executive offices)
Gil Beyen Chairman and Chief Executive Officer
ERYTECH Pharma S.A. 60 Avenue Rockefeller
69008 Lyon France Tel: +33 4 78 74 44 38 Fax: +33 4 78 75 56 29 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value 0.10 per share
Ordinary shares, nominal value 0.10 per share*
The Nasdaq Global Select Market The Nasdaq Global Select Market*
* Not for trading, but only in connection with the registration of the American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report.
Ordinaryshares, nominal value 0.10 per share: 17,940,035 as of December 31, 2018
Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934. Yes No
Indicate by check mark whether the registrant ( |
1 | 173130792_2 | 173130792 | , nominal value 0.10 per share
Ordinary shares, nominal value 0.10 per share*
The Nasdaq Global Select Market The Nasdaq Global Select Market*
* Not for trading, but only in connection with the registration of the American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report.
Ordinaryshares, nominal value 0.10 per share: 17,940,035 as of December 31, 2018
Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of" large accelerated filer," " accelerated filer," and " emerging growth company" in Rule 12b-2 ofthe Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Emerging growth company
Ifan emerging growth company that prepares its financial statements in accordance with U.S |
1 | 173130792_3 | 173130792 | 1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of" large accelerated filer," " accelerated filer," and " emerging growth company" in Rule 12b-2 ofthe Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Emerging growth company
Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe 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) ofthe Exchange Act.
Indicate by check mark which basis ofaccounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If" Other" has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow. Item17 Item18
Ifthis is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 ofthe Exchange Act). Yes No
TABLEOF CONTENTS
INTRODUCTION PART I
Item 1. Item 2. Item 3.
Item 4.
Item 4A. Item 5.
Item 6.
Item 7. Item 8. Item 9.
Item 10.
Identity of Directors, Senior Management and Advisers Offer Statistics and Expected Timetable Key Information A |
1 | 173130792_b0 | 173130792 | of Buildings (Detail)
Dec. 31, 2018 EUR ()
in Thousands
Disclosure Of Operating Lease [Line Items]
Total lease commitments
8,268
France [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
3,443
United States [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
4,825
Less than one year [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
1,478
Less than one year [member] | France [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
671
Less than one year [member] | United States [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
806
Later than one year and not later than five years [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
5,894
Later than one year and not later than five years [member] | France [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
1,876
Later than one year and not later than five years [member] | United States [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
4,018
Later than five years [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
896
Later than five years [member] | France [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
896
Off-Balance Sheet Commitments - Additional
Information (Detail) in Thousands
12 Months Ended
Dec. 31, 2018 EUR ()
Disclosure Of Off Balance Sheet Commitments [Line Items]
Total lease commitments
8,268
Orphan Europe
Disclosure Of Off Balance Sheet Commitments [Line Items]
Payment received on signing agreement
5,000
Future payments upon achievement of specified clinical, regulatory and commercial milestones 37,500
Percentage of payment received for product delivered and royalties on sales
45.00%
|
1 | 173130792_b1 | 173130792 | (1,181,000) (1,182,000) (1,182,000)
Total financial liabilities Liquidity risk [member] | Gross carrying amount [member] | Contractual Cash Flows [Member] Disclosures Of Financial Risk Management [Line Items] Bank loans Conditional advances Financial liabilities related to finance leases Vendors Total financial liabilities
Bank overdrafts Currency risk [member] | United States of America, Dollars Disclosures Of Financial Risk Management [Line Items] Percentage of operating expenses denominated in U.S. dollars
(1,181,000) (1,182,000) (1,182,000)
799,000 1,534,000 1,480,000
1,181,000 1,182,000 1,182,000
39,000 117,000 204,000
16,655,000 8,076,000 4,832,000
18,674,000
10,919,000
7,697,000
11,000
30.00%
Off-Balance Sheet Commitments - Summary of
Off-Balance Sheet Commitments Correspond to
the Lease of Buildings (Detail)
Dec. 31, 2018 EUR ()
in Thousands
Disclosure Of Operating Lease [Line Items]
Total lease commitments
8,268
France [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
3,443
United States [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
4,825
Less than one year [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
1,478
Less than one year [member] | France [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
671
Less than one year [member] | United States [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
806
Later than one year and not later than five years [member]
Disclosure Of Operating Lease [Line Items]
Total lease commitments
5,894
Later than one year and not later than five years [member] | France [member]
|
1 | 173131872_0 | 173131872 | Globant S.A.
Form 20-F
Filed on 29-Mar-2019 Period 31-Dec-2018 Accession number: 0001144204-19-016991
Included Items
1. 20-F: FORM 20-F 2. EX-1.1: EXHIBIT 1.1 3. EX-4.12: EXHIBIT 4.12 4. EX-8.1: EXHIBIT 8.1 5. EX-12.1: EXHIBIT 12.1 6. EX-12.2: EXHIBIT 12.2 7. EX-13.1: EXHIBIT 13.1 8. EX-13.2: EXHIBIT 13.2 9. EX-15.1: EXHIBIT 15.1 10. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2018
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 OR
¨ SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
For the transition period from
to
.
Commission file number: 001-36535
GLOBANT S.A.
(Exact name of Registrant as specified in its charter) Not applicable
(Translation of Registrant's name into English) Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)
37A Avenue J.F. Kennedy L-1855, Luxembourg Tel: + 352 20 30 15 96
(Address of principal executive offices) Sol Mariel Noello
37A Avenue J.F. Kennedy L-1855, Luxembourg
E-Mail: sol.noello@globant. |
1 | 173131872_1 | 173131872 | OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2018
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 OR
¨ SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
For the transition period from
to
.
Commission file number: 001-36535
GLOBANT S.A.
(Exact name of Registrant as specified in its charter) Not applicable
(Translation of Registrant's name into English) Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)
37A Avenue J.F. Kennedy L-1855, Luxembourg Tel: + 352 20 30 15 96
(Address of principal executive offices) Sol Mariel Noello
37A Avenue J.F. Kennedy L-1855, Luxembourg
E-Mail: sol.noello@globant.com Tel: + 352 20 30 15 96
(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Common shares value $ 1.20 per share
Name of each exchange on which registered NYSE
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 36,103,814 common shares of which 138,152 are treasury shares held by us.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No
If this report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x |
1 | 173131872_2 | 173131872 | com Tel: + 352 20 30 15 96
(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Common shares value $ 1.20 per share
Name of each exchange on which registered NYSE
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 36,103,814 common shares of which 138,152 are treasury shares held by us.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No
If this report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Emerging growth company � |
1 | 173131872_3 | 173131872 | No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Emerging growth company ¨
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ¨
The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board x Other ¨
If "Other" has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
TABLEOF CONTENTS
CAUTIONARYSTATEMENTS REGARDINGFORWARD-LOOKINGSTATEMENT |
1 | 173131872_b0 | 173131872 | 00% $ 7,922,000
$ 0
5.00% 10.00% $ 437,000 15.00%
10.00% 20.00% $ 0
5.00% $ 68,000
17,000
0
0
France
Disclosure of reserves within equity [line items]
Legal proceedings provision
0
Belarus
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 0
Percentage of entity's annual payroll reserve funds for salaries 25.00%
United States of America
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 0
Romania
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
5.00%
Percentage of entity's share capital
20.00%
Legal proceedings provision |
56
Canada
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 0
SUBSEQUENT EVENTS Narrative (Details) - USD ($)
$ in Thousands
Feb. 01, Dec. 31, Jan. 17, Jan. 04, Dec. 31, Dec. 31, Dec. 31, 2019 2019 2019 2019 2018 2017 2016
Disclosure of non-adjusting events after reporting period
[line items]
Total consideration paid net of cash and cash equivalents acquired
$ 4,137 $ 19,149 $ 16,584
Avanxo Limited | Major business combination
Disclosure of non-adjusting events after reporting period
[line items]
Total consideration paid net of cash and cash equivalents acquired
$ 865,323
$ 48,557
Down payment
$ 40,939
Contingent consideration
$ 7,618
Earn-out payment, percentage
25.00%
Globant Espana SA
Disclosure of non-adjusting events after reporting period [line items]
Line of credit facility, maximum borrowing capacity
$ 1,800
LIBOR | Globant Espana SA
Disclosure of non-adjusting events after reporting period
[line items]
Borrowings, interest rate
2.00%
|
1 | 173131872_b1 | 173131872 | [line items] Legal proceedings provision Uruguay Disclosure of reserves within equity [line items] Legal proceedings provision Colombia Disclosure of reserves within equity [line items] Percentage of entity's profit and loss Percentage of entity's share capital Legal proceedings provision Spain Disclosure of reserves within equity [line items] Percentage of entity's profit and loss Percentage of entity's share capital Legal proceedings provision Brazil Disclosure of reserves within equity [line items] Legal proceedings provision LUXEMBOURG Disclosure of reserves within equity [line items] Percentage of entity's profit and loss Percentage of entity's share capital Legal proceedings provision Dividend, tax withholding percentage Peru Disclosure of reserves within equity [line items] Percentage of entity's profit and loss Percentage of entity's share capital Legal proceedings provision Mexico Disclosure of reserves within equity [line items] Percentage of entity's profit and loss Legal proceedings provision India Disclosure of reserves within equity [line items] Legal proceedings provision United Kingdom Disclosure of reserves within equity [line items] Legal proceedings provision Chile Disclosure of reserves within equity [line items] Legal proceedings provision
USD ($) RON ( )
5.00% 20.00%
$ 765,000
$ 42,000
10.00% 50.00% $ 400
10.00% 20.00% $ 7,922,000
$ 0
5.00% 10.00% $ 437,000 15.00%
10.00% 20.00% $ 0
5.00% $ 68,000
17,000
0
0
France
Disclosure of reserves within equity [line items]
Legal proceedings provision
0
Belarus
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 0
Percentage of entity's annual payroll reserve funds for salaries 25.00%
United States of America
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 0
Romania
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
5.00%
Percentage of entity's share capital
20.00%
Legal proceedings provision |
56
Canada
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 0
SUBSEQUENT EVENTS Narrative (Details) - USD ($)
$ in Thousands
Feb. 01 |
1 | 173132469_0 | 173132469 | Clementia Pharmaceuticals Inc.
Form 20-F
Filed on 29-Mar-2019 Period 31-Dec-2018 Accession number: 0001171843-19-002074
Included Items
1. 20-F: FORM 20-F 2. EX-10.5: EXHIBIT 10.5 3. EX-10.6: EXHIBIT 10.6 4. EX-10.12: EXHIBIT 10.12 5. EX-10.13: EXHIBIT 10.13 6. EX-10.14: EXHIBIT 10.14 7. EX-10.15: EXHIBIT 10.15 8. EX-10.17: EXHIBIT 10.17 9. EX-10.18: EXHIBIT 10.18 10. EX-12.1: EXHIBIT 12.1 11. EX-12.2: EXHIBIT 12.2 12. EX-13.1: EXHIBIT 13.1 13. EX-13.2: EXHIBIT 13.2 14. EX-23.1: EXHIBIT 23.1 15. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 20-F (Mark One)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934 OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2018 OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from to OR
¨ SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report
Commission file number 001-38177
CLEMENTIA PHARMACEUTICALS INC.
(Exact name of Registrant as specified in its charter)
N/A (Translation of Registrant's name into English)
Canada (Jurisdiction of incorporation or organization)
1000 |
1 | 173132469_1 | 173132469 | XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 20-F (Mark One)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934 OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2018 OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from to OR
¨ SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report
Commission file number 001-38177
CLEMENTIA PHARMACEUTICALS INC.
(Exact name of Registrant as specified in its charter)
N/A (Translation of Registrant's name into English)
Canada (Jurisdiction of incorporation or organization)
1000 de la Gauchetière West, Suite 1200 Montreal, Quebec, Canada H3B 4W5 (Address of principal executive offices)
Steve Forte, Chief Financial Officer, Clementia Pharmaceuticals Inc., 1000 de la Gauchetière West, Suite 1200, Montreal, Quebec, Canada H3B 4W5, Tel: (514) 940-3600
(Name, telephone, email and/or facsimile number and address of Company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Common Shares, no par value
Name of each exchange on which registered The Nasdaq Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the Annual Report: At December 31, 2018, 37,864,068 common shares were issued and outstanding.
|
1 | 173132469_2 | 173132469 | de la Gauchetière West, Suite 1200 Montreal, Quebec, Canada H3B 4W5 (Address of principal executive offices)
Steve Forte, Chief Financial Officer, Clementia Pharmaceuticals Inc., 1000 de la Gauchetière West, Suite 1200, Montreal, Quebec, Canada H3B 4W5, Tel: (514) 940-3600
(Name, telephone, email and/or facsimile number and address of Company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Common Shares, no par value
Name of each exchange on which registered The Nasdaq Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the Annual Report: At December 31, 2018, 37,864,068 common shares were issued and outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
¨ Yes x No
Note-checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter |
1 | 173132469_3 | 173132469 | Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
¨ Yes x No
Note-checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨ Accelerated Filer x Non-Accelerated Filer ¨ Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ¨ The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
|
1 | 173132469_b0 | 173132469 | USD ($)
Dec. 31, 2016 USD ($)
Feb. 24, 2019 shares
Oct. 31, 2018 USD ($)
Statement Line Items [Line Items]
Number of share options granted in sharebased payment arrangement
1,869,400 671,253
Weighted average exercise price of share options granted in share-based payment arrangement
$ 14.16 $ 10.22
Major ordinary share transactions [member]
Statement Line Items [Line Items]
Number of share options granted in sharebased payment arrangement
3 1,629,250
Weighted average exercise price of share
options granted in share-based payment
$ 14.60
arrangement
Agreement with Ipsen [member]
Statement Line Items [Line Items]
Plan of arrangement, purchase price | $ / shares
$ 25
Plan of arrangement, contingent value right | $ / shares
$ 6
Plan of arrangement, maximumtransaction $
value
1,310,000,000
Plan of arrangement, termination fee payable in special circumstances
35,000,000
Plan of arrangement, estimated fess and costs
$ 25,700,000
Agreement with Ipsen [member] | Deferred share units (DSUs) [member]
Statement Line Items [Line Items]
Number of shares authorised | shares
39,225
Head office lease in Montreal, Quebec, Canada [member]
Statement Line Items [Line Items]
Lease termination fee, accrued
$ 62,000
$ 62,000
Head office lease in Montreal, Quebec,
Canada [member] | Entering into significant
commitments or contingent liabilities [member]
Statement Line Items [Line Items]
Lease annual payment
$ 400,000
Head office lease in Montreal, Quebec,
Canada [member] | Ordinary transactions
[member]
Statement Line Items [Line Items]
Payments for lease termination fee
$ 62,000
Office space in Newton Massachusetts
[member] | Entering into significant
commitments or contingent liabilities [member] Statement Line Items [Line Items] Lease annual payment
Lease monthly payment
$ 465,000
$ 50,000
|
1 | 173132469_b1 | 173132469 | )
12 Months Ended Dec. 31, 2018
Canada, Dollars
Statement Line Items [Line Items]
Average rate
0.7719
Reporting date rate
0.7332
Euro Member Countries, Euro
Statement Line Items [Line Items]
Average rate
1.1809
Reporting date rate
1.1467
Note 17 - Operating Segments (Details Textual)
Dec. 31, 2018
Statement Line Items [Line Items]
Percentage of property and equipment located at Canada 92.00%
Percentage of property and equipment located at United States 8.00%
1 Months Ended
2 Months Ended
3
Months Ended
12 Months Ended
Note 18 - Subsequent Events (Details Textual)
Feb. 25, 2019 USD ($) $ / shares
Jan. 31, 2019 USD ($)
Mar. 31, 2019 USD ($)
Feb. 28, 2019 USD ($)
Jan. 31, 2019 USD ($)
Feb. Mar. 28, Dec. 31, 27, 2019 2018 2019 USD ($) USD ($)
Dec. 31, 2017 USD ($)
Dec. 31, 2016 USD ($)
Feb. 24, 2019 shares
Oct. 31, 2018 USD ($)
Statement Line Items [Line Items]
Number of share options granted in sharebased payment arrangement
1,869,400 671,253
Weighted average exercise price of share options granted in share-based payment arrangement
$ 14.16 $ 10.22
Major ordinary share transactions [member]
Statement Line Items [Line Items]
Number of share options granted in sharebased payment arrangement
3 1,629,250
Weighted average exercise price of share
options granted in share-based payment
$ 14.60
arrangement
Agreement with Ipsen [member]
Statement Line Items [Line Items]
Plan of arrangement, purchase price | $ / shares
$ 25
Plan of arrangement, contingent value right | $ / shares
$ 6
Plan of arrangement, maximumtransaction $
value
1,310,000,000
Plan of arrangement, termination fee payable in special circumstances
35,000,000
Plan of arrangement, estimated |
1 | 173135709_0 | 173135709 | DBV Technologies S.A.
Form 20-F
Filed on 01-Apr-2019 Period 31-Dec-2018 Accession number: 0001193125-19-094568
Included Items
1. 20-F 2. EX-4.5 3. EX-4.17 4. EX-4.18 5. EX-8.1 6. EX-12.1 7. EX-12.2 8. EX-13.1 9. EX-13.2 10. EX-15.1 11. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report Commission File Number 001-36697
DBV TECHNOLOGIES S.A.
(Exact name of registrant as specified in its charter and translation of registrant's name into English)
France
(Jurisdiction of incorporation or organization)
177-181 avenue Pierre Brossolette 92120 Montrouge France
(Address of principal executive offices)
Mr. Daniel Tassé Chief Executive Officer and Director
DBV Technologies S.A. 177-181 avenue Pierre Brossolette
92120 Montrouge France Tel: +33 1 55 42 78 78 Fax: +33 1 43 26 10 83
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
American Depositary Shares, each representing one-half of one ordinary share, nominal value 0.10 per share |
1 | 173135709_1 | 173135709 | ANGE ACT OF 1934
For the transition period from to OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report Commission File Number 001-36697
DBV TECHNOLOGIES S.A.
(Exact name of registrant as specified in its charter and translation of registrant's name into English)
France
(Jurisdiction of incorporation or organization)
177-181 avenue Pierre Brossolette 92120 Montrouge France
(Address of principal executive offices)
Mr. Daniel Tassé Chief Executive Officer and Director
DBV Technologies S.A. 177-181 avenue Pierre Brossolette
92120 Montrouge France Tel: +33 1 55 42 78 78 Fax: +33 1 43 26 10 83
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
American Depositary Shares, each representing one-half of one ordinary share, nominal value 0.10 per share
Ordinary shares, nominal value 0.10 per share*
Name of each exchange on which registered
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC*
* Not for trading, but only in connection with the registration of the American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary shares, nominal value 0.10 per share: 30,157,777 as of December 31, 2018
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required |
1 | 173135709_2 | 173135709 |
Ordinary shares, nominal value 0.10 per share*
Name of each exchange on which registered
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC*
* Not for trading, but only in connection with the registration of the American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary shares, nominal value 0.10 per share: 30,157,777 as of December 31, 2018
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate |
1 | 173135709_3 | 173135709 | to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.
The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Table of Contents
TABLEOF CONTENTS
INTRODUCTION
PART I
Item 1.
Identity of Directors, Senior Management and Advisers
Item 2.
Offer Statistics and Ex |
1 | 173135709_b0 | 173135709 | EUR () / shares in Units, in
Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Earnings per share [abstract]
Net income of the reporting period
(166,076) (147,693) (114,531)
Adjusted weighted average number of outstanding shares 28,924,976 24,757,176 24,454,850
Basic / Diluted earnings per share (/share)
(5.74) (5.97) (4.68)
Management of Financial Risks - Additional
Information (Detail) - EUR ()
in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015
Disclosure Of Financial Risk Management [line items]
Cash and cash equivalents
122,770 137,880 256,473 323,381
Operating losses and cash out flows from operation
(166,076) (147,693) (114,531)
Accumulated deficit and reserves
254,900
Net cash used in operating activities
136,620 114,314 59,538
Percentage of purchases and other external expenses made in U.S. dollars 34.00%
Top of range [member]
Disclosure Of Financial Risk Management [line items]
Percentage of purchases and other external expenses made in U.S. dollars
12.00% 12.00%
Events After the Close of the Fiscal Year - Additional
Information (Detail) - Events after reporting period [member]
3 Months Ended
Mar. 04, 2019 Director
Jan.
03,
2019
Sep. 30, 2019
Disclosure of non-adjusting events after reporting period [line items]
Number of Board of directors
8
Bottom of range [member]
Disclosure of non-adjusting events after reporting period [line items]
Peanut allergy treatment covering age as per BLA
4
4
Top of range [member]
Disclosure of non-adjusting events after reporting period [line items]
Peanut allergy treatment covering age as per BLA
11
11
|
1 | 173135709_b1 | 173135709 | Fees [member]
Disclosure of amount payables to related parties [line items]
Amounts Payable
469
432
195
Compensation [member]
Disclosure of amount payables to related parties [line items]
Amounts Payable
66
689
767
Pension obligation [member]
Disclosure of amount payables to related parties [line items]
Amounts Payable
419
402
342
Earnings Per Share Additional Information
(Detail) - shares
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Earnings per share [line items]
Description of types of warranties
Multiplying it by 15
Anti-dilutive instruments
3,366,296
3,309,539 2,360,945
Common Shares [member]
Earnings per share [line items]
Weighted average number of shares outstanding 28,924,976 24,757,176 24,454,850
Earnings Per Share Summary of Earnings Per Share (Detail) - EUR () / shares in Units, in
Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016
Earnings per share [abstract]
Net income of the reporting period
(166,076) (147,693) (114,531)
Adjusted weighted average number of outstanding shares 28,924,976 24,757,176 24,454,850
Basic / Diluted earnings per share (/share)
(5.74) (5.97) (4.68)
Management of Financial Risks - Additional
Information (Detail) - EUR ()
in Thousands
12 Months Ended Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015
Disclosure Of Financial Risk Management [line items]
Cash and cash equivalents
122,770 137,880 256,473 323,381
Operating losses and cash out flows from operation
(166,076) (147,693) (114,531)
Accumulated deficit and reserves
254,900
Net cash used |
1 | 173143290_0 | 173143290 | Merus N.V.
Form 20-F
Filed on 03-Apr-2019 Period 31-Dec-2018 Accession number: 0001193125-19-096700
Included Items
1. 20-F 2. EX-12.1 3. EX-13.1 4. EX-15.1 5. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENTPURSUANTTO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACTOF 1934 OR
ANNUAL REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934 For the fiscal year ended December 31, 2018 OR
TRANSITION REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
For the transition period from
to
OR
SHELL COMPANY REPORTPURSUANTTO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACTOF 1934
Date of event requiring this shell company report Commission file number 001-37773
MERUS N.V.
(Exact name of Registrant as specified in its charter)
N/A (Translation of Registrant's name into English)
The Netherlands (Jurisdiction of incorporation or organization)
Yalelaan 62 3584 CM Utrecht The Netherlands (Address of principal executive offices) Ton Logtenberg President, Chief Executive Officer and Principal Financial Officer
Merus N.V. Yalelaan 62 3584 CM Utrecht The Netherlands Tel: +31 30 253 8800 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Common shares, nominal value 0.09 per share
Name of each exchange on which registered The Nasdaq Stock Market LLC
Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act |
1 | 173143290_1 | 173143290 | d) OF THESECURITIES EXCHANGEACTOF 1934
Date of event requiring this shell company report Commission file number 001-37773
MERUS N.V.
(Exact name of Registrant as specified in its charter)
N/A (Translation of Registrant's name into English)
The Netherlands (Jurisdiction of incorporation or organization)
Yalelaan 62 3584 CM Utrecht The Netherlands (Address of principal executive offices) Ton Logtenberg President, Chief Executive Officer and Principal Financial Officer
Merus N.V. Yalelaan 62 3584 CM Utrecht The Netherlands Tel: +31 30 253 8800 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Common shares, nominal value 0.09 per share
Name of each exchange on which registered The Nasdaq Stock Market LLC
Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Common shares, nominal value 0.09 per share: 23,358,977 as of December 31, 2018
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232 |
1 | 173143290_2 | 173143290 | . None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Common shares, nominal value 0.09 per share: 23,358,977 as of December 31, 2018
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
The term "newor revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included |
1 | 173143290_3 | 173143290 | .405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
The term "newor revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Table of Contents
TABLEOF CONTENTS
PART I
3
Item 1
Identity of Directors, Senior Management and Advisers.
3
Item 2
Offer Statistics and Expected Timetable.
3
Item 3
Key Information.
3
A. Selected Financial Data.
3
B. Capitalization and Indebtedness.
4
C. Reasons for the Offer and Use of Proceeds.
4
D. Risk Factors.
4
Item 4
Information on the Company.
52
A. History and Development of the Company
|
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