6-K 1 v409136_6k.htm FORM 6-K


United States


Washington, D.C. 20549




Form 6-K





PURSUANT TO RULE 13a-16 OR 15d-16



For the Month of May, 2015


Commission File Number: 001-35892





(Translation of registrant’s name into English)




Sovereign House

Vision Park


Cambridge CB24 9BZ

United Kingdom

(Address of principal executive offices)




Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.


Form 20-F  x   Form 40-F  ¨


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):


Yes  ¨   No  ¨


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):


Yes  ¨   No  ¨




On April 28, 2015, GW Pharmaceuticals plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Cowen and Company, LLC, as representatives of the underwriters listed on Schedule I to the Underwriting Agreement, pursuant to which the Company has agreed to sell an aggregate of 1,840,000 American depositary shares (“ADSs”), each representing 12 ordinary shares, par value £0.001 per share, of the Company, including 240,000 ADSs issuable upon the underwriters’ exercise of an option to purchase additional ADSs within 30 days following the closing of the offering. The offering is expected to close on or about May 5, 2015, subject to the satisfaction of customary closing conditions. The offering is being made pursuant to the Company’s Registration Statement on Form F-3 (File No. 333-195747) (the “Registration Statement”).


The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.


A copy of the legal opinion of Mayer Brown International LLP, relating to the ordinary shares underlying the ADSs is filed as Exhibit 5.1 to this report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement referred to above.


This Report on Form 6-K, and the exhibits hereto, are hereby incorporated by reference into the Registration Statement on Form F-3 (Registration Number 333-195747) filed with the Securities and Exchange Commission on May 7, 2014.


1.1   Underwriting Agreement dated April 28, 2015
5.1   Opinion of Mayer Brown International LLP, dated May 1, 2015







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


  GW Pharmaceuticals plc
  By: /s/ Adam George
  Name: Adam George
  Title: Chief Financial Officer
Date: May 1, 2015