UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
June 16, 2015
Commission File Number: 001-37423
Biotie Therapies Oyj
(Exact name of registrant as specified in its charter)
Biotie Therapies Corp.
(Translation of registrant’s name into English)
Joukahaisenkatu 6, FI-20520
Turku, Finland
(Address of principal executive office)
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 | X |
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 | X | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BIOTIE THERAPIES CORP. | |||||
| By: | /s/ Timo Veromaa | ||||
| Name: | Timo Veromaa | ||||
| Title: | President and Chief Executive Officer | ||||
Date: June 16, 2015
EXHIBIT INDEX
| Exhibit Number | Description |
| 99.1 | Stock Exchange Release dated June 16, 2015 (10:00 a.m. EET): Notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act
|
| 99.2 | Stock Exchange Release dated June 16, 2015 (4:55 p.m. EET): Biotie Announces Closing of U.S. Public Offering and Conversion of Convertible Notes
|
| 99.3 | Stock Exchange Release dated June 16, 2015 (5:05 p.m. EET): Biotie Publishes Listing Prospectus in Finland
|
Exhibit 99.1
BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 16 June 2015 at 10.00 a.m.
Notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act
Biotie Therapies Corp. (the “Company” or “Biotie”) has received a notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act from UCB S.A. (“UCB”).
The notification refers to the underwriting agreement to which UCB is a party and which has been entered into in relation to the U.S. public offering of American Depositary Shares representing the Company’s shares (the “U.S. Offering”), as announced by the Company.
According to the notification, the consummation of the U.S. Offering in accordance with the said underwriting agreement would lead to the number of shares in the Company held by UCB being reduced by 41,566,640 shares. As a consequence, UCB would then be holding 70 shares, which is less than 5 per cent of all the shares and votes in the Company.
On the date of this release, the number of shares in Biotie amounts to 455,968,174, of which 2,605,691 shares are held by the Company and its subsidiaries.
In Turku, June 16, 2015
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please contact:
David Cook, CFO
Tel. +358 2 2748 900, e-mail: david.cook@biotie.com
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Main Media
www.biotie.com
Exhibit 99.2
BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE June 16, 2015 at 4.55 EET
Biotie Announces Closing of U.S. Public Offering and Conversion of Convertible Notes
Biotie Therapies Corp. (“Biotie” or the “Company”), a specialized drug development company focused on products for neurodegenerative and psychiatric disorders, has today closed its U.S. public offering.
As previously announced, the Company offered 3,806,047 ADSs in its U.S. public offering at a price to the public of $14.888 per ADS for gross proceeds of $56,664,427.73 (€50,238,875.55 at the fixed ECB exchange rate of $1.1279 per euro as at June 10, 2015). The share to ADS ratio is 80 to one, and the ADSs represent 304,483,760 newly issued shares in the Company with a subscription price of €0.165 (rounded figure) per new share (at the above mentioned fixed exchange rate). This includes the full exercise of the underwriters’ over-allotment option. The issuance of new shares by the Company for the purpose of the completion of the U.S. public offering is based on the authorization granted by the Annual General Meeting of shareholders on May 26, 2015.
In addition, the underwriters have purchased 519,583 ADSs from UCB S.A. at the U.S. public offering price. Biotie will not receive any proceeds from the ADSs sold by UCB S.A. Following the completion of the U.S. public offering the automatic conversion of the convertible notes issued by the Company to certain U.S. investors and existing shareholders on May 28, 2015 and the issue of 220,400,001 new shares to such noteholders at the pre-determined conversion price of €0.15 per new share has also been effected.
The new shares issued by the Company in the U.S. public offering (including the over-allotment option) and due to the automatic conversion of the notes have today been registered with the Finnish Trade Register and will be admitted to trading on NASDAQ OMX Helsinki Ltd. on or about June 17, 2015. Following the registration of the new shares with the Finnish Trade Register, the total number of shares and votes in the Company amounts to 980,851,935.
Biotie’s shares are listed on the NASDAQ OMX Helsinki Ltd. under the symbol “BTH1V.” The ADSs are listed on the NASDAQ Global Select Market under the symbol “BITI.”
RBC Capital Markets and Stifel are acting as joint book-running managers in connection with the offering. In addition, JMP Securities is acting as lead manager and Roth Capital Partners is acting as co-manager.
A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission on June 10, 2015. The offering was made only by means of a prospectus, copies of which may be obtained by contacting RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Equity Syndicate Department, or by calling +1 877 822 4089, or by emailing equityprospectus@rbccm.com, or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at +1 415 364 2720 or by email at syndprospectus@stifel.com.
Turku, June 16, 2015
Biotie Therapies Corp.
Timo Veromaa
President and CEO
Contact:
Virve Nurmi, Investor Relations Manager, Biotie Therapies
Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Main Media
About Biotie
Biotie is a specialized drug development company focused on products for neurodegenerative and psychiatric disorders. Biotie's development has delivered Selincro (nalmefene) for alcohol dependence, which received European marketing authorization in 2013 and is currently being rolled out across Europe by partner Lundbeck. The current development products include tozadenant for Parkinson's disease, which is transitioning into Phase 3 development, and two additional compounds which are in Phase 2 development for cognitive disorders including Parkinson's disease dementia, and primary sclerosing cholangitis (PSC), a rare fibrotic disease of the liver.
Disclaimer
The information herein may not be distributed or sent into Australia, Canada, Japan or South Africa.
The issue, exercise and/or sale of securities in the offerings are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area, including Finland. With respect to each Member State of the European Economic Area, including Finland, which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Forward-Looking Statements
This release may contain forward-looking statements regarding the proposed timing and size of the public offering, all of which involve certain risks and uncertainties. These statements are often, but are not always, made through the use of words or phrases such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “seeks,” “estimates,” “may,” “will,” “could,” “stands to,” “continues,” “we believe,” “we intend,” as well as similar expressions. Such forward-looking statements may involve known and unknown risks, uncertainties and other factors which might cause the actual results, financial condition, performance or achievements of Biotie, or industry results, to be materially different from any historic or future results, financial conditions, performance or achievements expressed or implied by such forward-looking statements. Among the factors that may result in differences are the inherent uncertainties associated with competitive developments, clinical trial and product development activities, regulatory approval requirements and estimating the commercial potential of our product candidates. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. Biotie expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.
Exhibit 99.3
BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE June 16, 2015 at 5.05 p.m.
Not for release, publication or distribution, directly or indirectly,
in whole or in part, in or into the United States, Australia, Canada, Japan or South Africa.
Biotie Publishes Listing Prospectus in Finland
Biotie Therapies Corp. (“Biotie” or the “Company”), a specialized drug development company focused on products for neurodegenerative and psychiatric disorders, announces that the Finnish Financial Supervisory Authority has today approved a listing prospectus, consisting of a registration document and a summary and securities note, prepared by the Company for the listing on NASDAQ OMX Helsinki Ltd of new shares issued by the Company in the U.S. public offering and due the automatic conversion of the convertible notes.
The listing prospectus will be available at the website of Biotie at www.biotie.com/investors/prospectus.aspx as of June 16, 2015.
Turku, June 16, 2015
Biotie Therapies Corp.
Timo Veromaa
President and CEO
Contact:
Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Main Media
About Biotie
Biotie is a specialized drug development company focused on products for neurodegenerative and psychiatric disorders. Biotie's development has delivered Selincro (nalmefene) for alcohol dependence, which received European marketing authorization in 2013 and is currently being rolled out across Europe by partner Lundbeck. The current development products include tozadenant for Parkinson's disease, which is transitioning into Phase 3 development, and two additional compounds which are in Phase 2 development for cognitive disorders including Parkinson's disease dementia, and primary sclerosing cholangitis (PSC), a rare fibrotic disease of the liver.
Disclaimer
The information herein may not be distributed or sent into the United States, Australia, Canada, Japan or South Africa. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
In particular, the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan, unless the Company in its sole discretion determines otherwise. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.
The issue, exercise and/or sale of securities in the offerings are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area, including Finland. With respect to each Member State of the European Economic Area, including Finland, which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Forward-Looking Statements
This release may contain forward-looking statements regarding the proposed timing and size of the public offering, all of which involve certain risks and uncertainties. These statements are often, but are not always, made through the use of words or phrases such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “seeks,” “estimates,” “may,” “will,” “could,” “stands to,” “continues,” “we believe,” “we intend,” as well as similar expressions. Such forward-looking statements may involve known and unknown risks, uncertainties and other factors which might cause the actual results, financial condition, performance or achievements of Biotie, or industry results, to be materially different from any historic or future results, financial conditions, performance or achievements expressed or implied by such forward-looking statements. Among the factors that may result in differences are the inherent uncertainties associated with competitive developments, clinical trial and product development activities, regulatory approval requirements and estimating the commercial potential of our product candidates. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. Biotie expressly disclaims any obligation to update any such forward-looking statements in this document to
reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.