F-6 1 tm2521393d1_f6.htm FORM F-6

 

As filed with the U.S. Securities and Exchange Commission on July 22, 2025

Registration No. 333-

 

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

 

 

 

AMARIN CORPORATION PLC

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(Translation of issuer’s name into English)

 

England and Wales

(Jurisdiction of incorporation or organization of issuer)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11

New York, New York 10179

Telephone: +1-800- 990-1135

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

 

Aaron Berg

President and Chief Executive Officer

Amarin Corporation plc

c/o Amarin Pharma Inc.

440 Route 22, Suite 300

Bridgewater, NJ 08807

Phone: +1-908-719-1315

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11

New York, New York 10179

Telephone: +1-800-990-1135

Scott R. Saks, Esq.

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019-6022

Telephone: +1-212-318-3151

Jared Fertman, Esq.

Amanda M. Burke, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Phone: (212) 728-8000

 

It is proposed that this filing become effective under Rule 466 (check appropriate box)

¨     immediately upon filing

¨     on (Date) at (Time).

 

If a separate registration statement has been filed to register the deposited shares, check the following box. ¨

 

Calculation of Registration Fee

Title of Each Class of

Securities to be Registered

Amount

to be Registered

Proposed Maximum Aggregate Price Per Unit (1)

Proposed Maximum

Aggregate Offering Price (2)

Amount of

Registration Fee

American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing twenty (20) ordinary shares of Amarin Corporation plc.

100,000,000

American Depositary Shares

$0.05

$5,000,000

$765.50
  
(1)Each unit represents one American Depositary Share.
(2)Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CROSS REFERENCE SHEET

 

 

Item Number and Caption

 

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

1.       Name of the depositary and the address of its principal executive office 

  Introductory paragraph and bottom of face of American Depositary Receipt

2.       Title of the American Depositary Receipts and identity of the deposited securities

  Face of American Depositary Receipt, top center

Terms of Deposit:

   

(a)      Amount of deposited securities represented by one unit of American Depositary Receipts

  Face of American Depositary Receipt, upper right corner

(b)      Procedure for voting the deposited securities

  Paragraphs (11) and (12)

(c)      Procedure for collecting and distributing dividends

  Paragraphs (4), (5), (7), (10), (11), (13) and (21)

(d)      Procedures for transmitting notices, reports and proxy soliciting material

  Paragraphs (3), (8), (11) and (12)

(e)      Sale or exercise of rights

  Paragraphs (4), (5), (7) and (10)

(f)       Deposit or sale of securities resulting from dividends, splits or plans of reorganization

  Paragraphs (3), (4), (5), (7), (10), (11), (13) and (21)

(g)      Amendment, extension or termination of the deposit agreement

  Paragraphs (15), (16) and (17)

(h)      Rights that holders of American Depositary Receipts have to inspect the books of the depositary and the list of receipt holders

  Paragraph (3)

 

 

 

 

Item Number and Caption  

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

(i)       Restrictions on the right to transfer or withdraw the underlying securities

  Paragraphs (1), (2), (4), (5) and (6)

(j)       Limitation on the depositary’s liability

  Paragraphs (14), (17), (19) and (20)

3.       Fees and charges that a holder of ADRs may have to pay, either directly or indirectly

  Paragraph (7)

4.       Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities

  Paragraph (7)

Item 2. AVAILABLE INFORMATION

  Paragraph (8)

Amarin Corporation plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission.  These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.

 

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement among Amarin Corporation plc, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a).

 

(b)Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable.

 

(c)Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 

(d)Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

(e)Certification under Rule 466. Not Applicable.

 

(f)Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto.

 

Item 4. UNDERTAKINGS

 

(a)The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”) on behalf of the legal entity created by the Second Amended and Restated Deposit Agreement (the “Deposit Agreement”) among Amarin Corporation plc, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 22, 2025. 

  Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
     
By: JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary
     
   By:/s/ Timothy E. Green
    Name: Timothy E. Green
    Title: Vice President

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Amarin Corporation plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Bridgewater, New Jersey, on July 22, 2025.

 

  AMARIN CORPORATION PLC
   
  By: /s/ Aaron Berg
    Name: Aaron Berg
    Title: President and Chief Executive Officer

 

 

 

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aaron Berg and Jonathan Provoost, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on July 22, 2025.

 

SIGNATURES

 

Signature 

 

Title

     

/s/ Aaron Berg

 

President, Chief Executive Officer and Director

Aaron Berg   (principal executive officer)
     

/s/ Peter Fishman

 

Senior Vice President and Chief Financial Officer

Peter Fishman    (principal financial officer and principal accounting officer)
     

/s/ Odysseas Kostas M.D.

 

Director

 Odysseas Kostas M.D.    
     

/s/ Patrice Bonfiglio

 

Director

 Patrice Bonfiglio    
     

/s/ Paul Cohen, M.D

 

Director

Paul Cohen, M.D.    
     

 /s/ Keith L. Horn

 

Director

Keith L. Horn    
     

/s/ Oliver O’Connor

 

Director

Oliver O’Connor    
     

/s/ Louis Sterling III

 

Director

Louis Sterling III    
     

/s/ Diane E. Sullivan

 

Director

Diane E. Sullivan    
     

/s/ Michael Torok

 

Director

Michael Torok    

 

 

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Amarin Corporation plc, has signed this Registration Statement on Form F-6 in Bridgewater, New Jersey, on July 22, 2025.

 

  Authorized U.S. Representative
     
  Amarin Pharma, Inc.
     
    By: /s/ Aaron Berg
      Name: Aaron Berg
      Title: President and Chief Executive Officer

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit

Number

 
(a) Form of Second Amended and Restated Deposit Agreement among Amarin Corporation plc, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto.
   
(d) Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.