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
For the month of December, 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 | ☒ | 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 | ☒ |
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/ David Cook | ||||
| Name: | David Cook | ||||
| Title: | Chief Financial Officer | ||||
Date: December 14, 2015
EXHIBIT INDEX
| Exhibit Number | Description |
| 99.1 | Stock Exchange Release dated December 14, 2015 (3:00 p.m. EET): Disclosure under Chapter 9, Section 5 of the Finnish Securities Markets Act |
| 99.2 | Stock Exchange Release dated December 14, 2015 (3:05 p.m. EET): Disclosure under Chapter 9, Section 5 of the Finnish Securities Markets Act |
| 99.3 | Stock Exchange Release dated December 14, 2015 (3:10 p.m. EET): Disclosure under Chapter 9, Section 5 of the Finnish Securities Markets Act |
Exhibit 99.1
| BIOTIE THERAPIES CORP. | STOCK EXCHANGE RELEASE | December 14, 2015 at 3.00 p.m. |
Disclosure under Chapter 9, Section 5 of the Finnish Securities Markets Act
Biotie Therapies Corp. (Nasdaq Helsinki BTH1V; NASDAQ: BITI) ("Biotie" or the "Company") has on December 12, 2015 received a notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act from Vivo Capital VIII, LLC on behalf of itself and Vivo Capital Fund VIII, L.P. as a result of the implementation of changes to the transparency directive in the Finnish Securities Market Act.
According to the notification, the total number of Biotie shares owned directly or through financial instruments by Vivo Capital VIII, LLC and its funds was 13.76 per cent of Biotie's total number of shares and voting rights on 26 November 2015. Biotie's registered total number of shares and voting rights amounting to 1,086,940,271 has been used in the calculation of percentages for the announcement.
Total positions of Vivo Capital VIII, LLC and its funds subject to the notification:
| % of shares and voting rights (total of A) | % of shares and voting rights through financial instruments (total of B) | Total of both in % (A + B) | |
| Resulting situation on the date on which threshold was crossed or reached | 8.98 | 4.78 | 13.76 |
| Position of previous notification (if applicable) | 9.95 | N/A | N/A |
Notified details of the resulting situation on the date on which the threshold was crossed or reached:
A: Shares and voting rights
|
Class/type of shares ISIN code (if possible) |
Number of shares and voting rights | % of shares and voting rights | ||
| Direct (SMA 9:5) |
Indirect (SMA 9:6 and 9:7) |
Direct (SMA 9:5) |
Indirect (SMA 9:6 and 9:7) | |
| Shares (FI0009011571) |
- | 51,944,445 | - | 4.78 |
|
Shares (FI0009011571) represented by |
- | 45,674,320 | - | 4.20 |
| SUBTOTAL A | 97,618,765 | 8.98 | ||
For further information on the ADSs representing the Company’s shares, the notification refers to the stock exchange release issued by the Company on June 11, 2015.
B: Financial instruments according to SMA 9:6a
| Type of financial instrument | Expiration date | Exercise/ Conversion period |
Physical or cash settlement | Number of shares and voting rights | % of shares and voting rights |
| Warrants entitling to shares (new or treasury shares) (FI0009011571) | Nov 1, 2020 | Nov 1, 2015 – Nov 1, 2020 | Physical settlement | 51,944,445 | 4.78 |
| SUBTOTAL B | 51,944,445 | 4.78 |
For further information on the warrants, the notification refers to the stock exchange release issued by the Company on April 23, 2015.
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
| Name | % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both |
| Vivo Capital VIII, LLC | 0 | 0 | 0 |
| Vivo Capital Fund VIII, L.P. | 7.89 | 4.20 | 12.09 |
| Vivo Capital Surplus Fund VIII, L.P. | 1.09 | 0.58 | 1.67 |
According to the notification, Vivo Capital VIII, LLC is the general partner of (i) Vivo Capital Fund VIII, L.P. and (ii) Vivo Capital Surplus Fund VIII, L.P. Further according to the notification, neither Vivo Capital VIII, LLC nor any other entity under its control, other than (i) Vivo Capital Fund VIII, L.P. and (ii) Vivo Capital Surplus Fund VIII, L.P., holds any shares or financial instruments in the Company.
In Turku, December 14, 2015
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please 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
www.biotie.com
Exhibit 99.2
| BIOTIE THERAPIES CORP. | STOCK EXCHANGE RELEASE | December 14, 2015 at 3.05 p.m. |
Disclosure under Chapter 9, Section 5 of the Finnish Securities Markets Act
Biotie Therapies Corp. (Nasdaq Helsinki BTH1V; NASDAQ: BITI) ("Biotie" or the "Company") has on December 12, 2015 received a notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act from Versant Ventures III, LLC on behalf of itself and Versant Venture Capital III, L.P. as a result of the implementation of changes to the transparency directive in the Finnish Securities Market Act.
According to the notification, the total number of Biotie shares owned directly or through financial instruments by Versant Ventures III, LLC and its funds was 8.02 per cent of Biotie's total number of shares and voting rights on 26 November 2015. Biotie's registered total number of shares and voting rights amounting to 1,086,940,271 has been used in the calculation of percentages for the announcement.
Total positions of Versant Ventures III, LLC and its funds subject to the notification:
| % of shares and voting rights (total of A) | % of shares and voting rights through financial instruments (total of B) | Total of both in % (A + B) | |
| Resulting situation on the date on which threshold was crossed or reached | 5.59 | 2.43 | 8.02 |
| Position of previous notification (if applicable) | 8.84 | N/A | N/A |
Notified details of the resulting situation on the date on which the threshold was crossed or reached:
A: Shares and voting rights
|
Class/type of shares ISIN code (if possible) |
Number of shares and voting rights | % of shares and voting rights | ||
|
Direct
|
Indirect (SMA 9:6 and 9:7) |
Direct (SMA 9:5) |
Indirect (SMA 9:6 and 9:7) | |
| Shares (FI0009011571) |
- | 60,716,690 | - | 5.59 |
| SUBTOTAL A | 60,716,690 | 5.59 | ||
B: Financial instruments according to SMA 9:6a
| Type of financial instrument | Expiration date | Exercise/ Conversion period |
Physical or cash settlement | Number of shares and voting rights | % of shares and voting rights |
| Warrants entitling to shares (new or treasury shares) (FI0009011571) | Nov 1, 2020 | Nov 1, 2015 – Nov 1, 2020 | Physical settlement | 26,448,349 | 2.43 |
| SUBTOTAL B | 26,448,349 | 2.43 |
For further information on the warrants, the notification refers to the stock exchange release issued by the Company on April 23, 2015.
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
| Name | % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both |
| Versant Ventures III, LLC | 0 | 0 | 0 |
| Versant Venture Capital III, L.P. | 5.55 | 2.42 | 7.97 |
| Versant Side Fund III, L.P. | 0.03 | 0.01 | 0.05 |
According to the notification, Versant Ventures III, LLC is the sole general partner of (i) Versant Venture Capital III, L.P. and (ii) Versant Side Fund III, L.P. Neither Versant Ventures III, LLC nor any other entity under its control, other than (i) Versant Venture Capital III, L.P. and (ii) Versant Side Fund III, L.P., holds any shares or financial instruments in the Company.
In Turku, December 14, 2015
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please 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
www.biotie.com
Exhibit 99.3
| BIOTIE THERAPIES CORP. | STOCK EXCHANGE RELEASE | December 14, 2015 at 3.10 p.m. |
Disclosure under Chapter 9, Section 5 of the Finnish Securities Markets Act
Biotie Therapies Corp. (Nasdaq Helsinki BTH1V; NASDAQ: BITI) ("Biotie" or the "Company") has on December 12, 2015 received a notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act from Versant Ventures V, LLC on behalf of itself and Versant Venture Capital V, L.P. as a result of the implementation of changes to the transparency directive in the Finnish Securities Market Act.
According to the notification, the total number of Biotie shares owned directly or through financial instruments by Versant Ventures V, LLC and its funds was 8.80 per cent of Biotie's total number of shares and voting rights on 26 November 2015. Biotie's registered total number of shares and voting rights amounting to 1,086,940,271 has been used in the calculation of percentages for the announcement.
Total positions of Versant Ventures V, LLC and its funds subject to the notification:
| % of shares and voting rights (total of A) | % of shares and voting rights through financial instruments (total of B) | Total of both in % (A + B) | |
| Resulting situation on the date on which threshold was crossed or reached | 5.39 | 3.41 | 8.80 |
| Position of previous notification (if applicable) | 5.97 | N/A | N/A |
Notified details of the resulting situation on the date on which the threshold was crossed or reached:
A: Shares and voting rights
|
Class/type of shares ISIN code (if possible) |
Number of shares and voting rights | % of shares and voting rights | ||
|
Direct
|
Indirect (SMA 9:6 and 9:7) |
Direct (SMA 9:5) |
Indirect (SMA 9:6 and 9:7) | |
| Shares (FI0009011571) |
- | 37,051,651 | - | 3.41 |
|
Shares (FI0009011571) represented by |
- | 21,493,760 | - | 1.98 |
| SUBTOTAL A | 58,545,411 | 5.39 | ||
For further information on the ADSs representing the Company’s shares, the notification refers to the stock exchange release issued by the Company on June 11, 2015.
B: Financial instruments according to SMA 9:6a
| Type of financial instrument | Expiration date | Exercise/ Conversion period |
Physical or cash settlement | Number of shares and voting rights | % of shares and voting rights |
| Warrants entitling to shares (new or treasury shares) (FI0009011571) | Nov 1, 2020 | Nov 1, 2015 – Nov 1, 2020 | Physical settlement | 37,051,651 | 3.41 |
| SUBTOTAL B | 37,051,651 | 3.41 |
For further information on the warrants, the notification refers to the stock exchange release issued by the Company on April 23, 2015.
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
| Name | % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both |
| Versant Ventures V, LLC | 0 | 0 | 0 |
| Versant Venture Capital V, L.P. | 4.73 | 2.99 | 7.72 |
| Versant Affiliates Fund V, L.P. | 0.14 | 0.09 | 0.23 |
| Versant Ophthalmic Affiliates Fund I, L.P. | 0.16 | 0.10 | 0.26 |
| Versant Ventures V GP-GP (Canada), Inc. | 0 | 0 | 0 |
| Versant Ventures V (Canada), L.P. | 0 | 0 | 0 |
| Versant Venture Capital V (Canada) LP | 0.36 | 0.23 | 0.59 |
According to the notification, Versant Ventures V, LLC is the sole general partner of (i) Versant Venture Capital V, L.P., (ii) Versant Affiliates Fund V, L.P. and (iii) Versant Ophthalmic Affiliates Fund I, L.P. and (iv) the sole shareholder of Versant Ventures V GP-GP (Canada), Inc. Versant Ventures V GP-GP (Canada), Inc. is the sole general partner of Versant Ventures V (Canada), L.P., which is the sole general partner of Versant Venture Capital V (Canada) LP. Neither Versant Ventures V, LLC nor any other entity under its control, other than (i) Versant Venture Capital V, L.P., (ii) Versant Affiliates Fund V, L.P., (iii) Versant Ophthalmic Affiliates Fund I, L.P. and (iv) Versant Venture Capital V (Canada) LP, holds any shares or financial instruments in the Company.
In Turku, December 14, 2015
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please 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
www.biotie.com