6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

January 12, 2021

Commission File Number: 001-36686

Forward Pharma A/S

Østergade 24A, 1st Floor
1100 Copenhagen K, Denmark

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 ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  [   ]  No  [ X ]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

Item 1. Issuance of Press Release

On January 12, 2021, Forward Pharma A/S (the “Company”) announced that due to ongoing precautionary measures against the spread of the novel coronavirus, the Technical Board of Appeal of the European Patent Office has further rescheduled the oral hearing of the appeal against the decision of the Opposition Division that revoked the EP2801355 patent to September 6, 2021.

The Company has filed a press release announcing the rescheduled hearing date as Exhibit 99.1 hereto.

Item 2. Company Presentation

Also on January 12, 2021, the Company made available an updated investor presentation on its website. The Company has filed the updated investor presentation as Exhibit 99.2 hereto.

The fact that this presentation is being made available and filed herewith should not be deemed an admission as to the materiality of any information contained in the materials. The information contained in the presentation is being provided as of January 12, 2021 and the Company does not undertake any obligation to update the presentation in the future or to update forward-looking statements to reflect subsequent actual results.

SIGNATURES

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.

	Forward Pharma A/S
Date: January 12, 2021	By:	/s/ Claus Bo Svendsen
		Name: Claus Bo Svendsen
		Title:   Chief Executive Officer

EXHIBIT INDEX

99.1	Press Release dated January 12, 2021
99.2	Investor Presentation dated January 12, 2021

 

EX-99.1

EXHIBIT 99.1

Forward Pharma Announces Rescheduling of the EP2801355 Appeal Hearing to September 6, 2021 due to COVID-19 Restrictions

COPENHAGEN, Denmark, Jan. 12, 2021 (GLOBE NEWSWIRE) -- Forward Pharma A/S (NASDAQ:FWP) (“we,” “Forward” or the “Company”), today announced that due to ongoing precautionary measures against the spread of the novel coronavirus (“COVID-19”), the Technical Board of Appeal (the “TBA”) of the European Patent Office (the “EPO”) again has rescheduled the oral hearing of the appeal against the decision of the Opposition Division that revoked the EP2801355 patent (the “’355 Patent”). The new hearing date is set for September 6, 2021.

About Forward Pharma:
Forward Pharma A/S is a Danish biopharmaceutical company that commenced development in 2005 of a proprietary formulation of DMF for the treatment of inflammatory and neurological indications. The Company granted to Biogen an irrevocable license to all of its IP through the License Agreement and received from Biogen a non-refundable cash fee of $1.25 billion in February 2017, with the return of EUR 917.7 million to shareholders through a capital reduction in September 2017. The Company has the opportunity to receive royalties from Biogen on Biogen’s net sales of Tecfidera® or other DMF products for multiple sclerosis outside the U.S., dependent on, among other things, a favorable outcome in Europe with respect to the Opposition Proceeding, including any appeal thereto.

Our principal executive offices are located at Østergade 24A, 1st floor, 1100 Copenhagen K, Denmark and our American Depositary Shares are publicly traded on the Nasdaq Capital Market (FWP). For more information about the Company, please visit our website at http://www.forward-pharma.com.

About the European Intellectual Property Proceedings

On January 29, 2018, the Opposition Division of the EPO concluded the oral proceedings concerning the ‘355 Patent (the “Opposition Proceeding”). The Opposition Division revoked the ‘355 Patent after considering oppositions from several opponents. On March 22, 2018, the Opposition Division issued its detailed reasons for the decision. On May 7, 2018, the Company appealed the Opposition Division’s decision to the TBA and filed its detailed grounds of appeal on August 1, 2018. The case was scheduled to be heard on February 2, 2021, but on January 12, 2021, the Company received notice from the EPO that, as a result of the ongoing COVID-19 pandemic, the appeal would be postponed to September 6, 2021. Management expects the TBA to issue a ruling on the same day as the hearing, with a fully reasoned decision approximately two months following the hearing.

If the Company receives a favorable ruling following the TBA hearing, it is expected that the TBA will remit the case to the Opposition Division, in order for the Opposition Division to resolve the remaining elements of the original opposition. Management estimates that this process would take approximately two to three years. However, delays can occur that would extend the time needed for the Opposition Division to reach a conclusion on the remaining elements of the original opposition. The Company is not entitled to any royalty payments from the Settlement and License Agreement (the “License Agreement”) by and among the Company and two wholly-owned subsidiaries of Biogen, Inc. (collectively, “Biogen”) until and unless all remaining elements of the original opposition are resolved in the Company’s favor. As such, the earliest time the Company may expect to receive any revenues from the License Agreement, if at all, is 2024.

If the Company receives an unfavorable ruling following the TBA hearing, it would, for all practical purposes, represent an unsuccessful outcome of the Opposition Proceeding, resulting in no royalties being due to the Company from Biogen based on Biogen’s future net sales outside the United States, as defined in the License Agreement. The Company may request a rehearing of the TBA hearing with the Enlarged Board of Appeal of the EPO in an effort to overturn an unfavorable outcome, but the likelihood of getting a rehearing is low. The denial of a request to rehear would end the Opposition Proceeding in favor of the opponents.

Forward Pharma A/S Investor Relations Contact:

Forward Pharma A/S
Claus Bo Svendsen, MD, PhD
Chief Executive Officer
Investor Relations
investors@forward-pharma.com

Solebury Trout
John Graziano
jgraziano@troutgroup.com
+1 (646) 378 2942

Forward Pharma A/S

Forward Looking Statements:

Certain statements in this press release may constitute “forward-looking statements” of Forward Pharma A/S within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements which contain language such as “believe,” “expect,” “anticipate,” “estimate,” “would,” “may,” “plan,” and “potential.” Forward-looking statements are predictions only, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed in such statements. Many such risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward-looking statements and include, among others, risks related to the following: our ability to obtain, maintain, enforce and defend issued patents with royalty-bearing claims; our ability to prevail in or obtain a favorable decision in the Opposition Proceeding, after all appeals; and the expected timing for key activities and an ultimate ruling in such legal proceedings. Certain of these and other risk factors are identified and described in detail in certain of our filings with the United States Securities and Exchange Commission, including our Annual Report on Form 20-F for the year ended December 31, 2019. We are providing this information as of the date of this release and do not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

EX-99.2

Exhibit 99.2

Forward Pharma Corporate Update (Nasdaq:FWP) January 12, 2021 2021© Forward Pharma A/S Claus Bo Svendsen, MD, PhD Chief Executive Officer

Forward - Looking Statements 2 2021© Forward Pharma A/S Certain statements in this presentation may constitute “forward - looking statements” of Forward Pharma A/S within the meaning of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements include, but are not limited to, statements which contain language such as “believe,” “expect,” “anticipate,” “estimate,” “would,” “may,” “plan,” and “potential . ” Forward - looking statements are predictions only, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed in such statements . Many such risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward - looking statements and include, among others, risks related to the following : the satisfaction of certain conditions, and the accuracy of certain representations of the Company, in the License Agreement entered into with subsidiaries of Biogen Inc . and certain other parties thereto ; our ability to obtain, maintain, enforce and defend issued patents with royalty - bearing claims ; our ability to prevail in or obtain a favorable decision in the Opposition Proceeding, after all appeals ; the expected timing for key activities and an ultimate ruling in such legal proceedings ; the issuance and term of our patents ; future sales of Tecfidera®, including impact on such sales from competition, generic challenges, regulatory involvement and pricing pressures ; the scope, validity and enforceability of our intellectual property rights in general and the impact on us of patents and other intellectual property rights of third parties ; our ability to defend our tax filing positions ; and the sufficiency of the Company's cash resources . Certain of these and other risk factors are identified and described in detail in certain of our filings with the United States Securities and Exchange Commission, including our Annual Report on Form 20 - F for the year ended December 31 , 2019 . We are providing this information as of the date of this presentation and do not undertake any obligation to update any forward - looking statements contained in this presentation as a result of new information, future events or otherwise .

Share Value Drivers under the Settlement and License Agreement Not meant to be comprehensive; size of boxes is arbitrary and not meant to illustrate comparative differences in amounts. Appropriate risk - adjustment should be applied. Potential investors and current shareholders are strongly urged to read the Settlement and License Agreement in its entirety as well as our Annual Report on Form 20 - F for the year ended December 31, 2019, where risk factors are identified and described in detail. Tecfidera® ex - U.S. sales $ 1.16 B (2019) Potential Royalties from ex - U.S. net sales of Tecfidera® Forward Pharma Net Cash 3 2021© Forward Pharma A/S

Balance Sheet and Operating Results ▪ Staff of 4 employees, including 2 part - time employees (all in management and finance functions) ▪ Share information (per January 4, 2021) ▪ Closing price per ADS: ▪ Market Cap: ▪ Number of issued shares: $ 7.45 $ 51.3 M 96,487,597, of which ~24% are listed as American Depositary Shares (ADS) ( Ticker: FWP) / 1 ADS represents 14 shares Balance Sheet # At June 30, 2020 USD ‘000s C a sh $ 75,626 Other assets 497 Total assets 76,123 Total shareholder equity 75,481 Total liabilities 642 Total shareholder equity and liabilities $ 76,123 Operating Results # Six months ended June 30,2020 USD ‘000s R e v en ue $ - Operating expenses* ( 2,023) Other expenses ( 236) Net loss $ (2,259) 4 2021© Forward Pharma A/S * Includes non - cash share - based compensation of $ 231,000 # Based on the unaudited condensed consolidated statement of Forward Pharma’s financial position as of June 30, 2020 and the unaudited condensed consolidated statement of profit or loss for six - month period ended June 30, 2020. The results of operations for the six - month period ended June 30, 2020 are not necessarily indicative of the results expected for the full year.

Potential Royalties on Tecfidera® Net Sales outside the U.S. The summary of the Settlement and License Agreement in this presentation does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement and License Agreement, which is available on Forward’s website . Potential investors and current shareholders are strongly urged to read the Settlement and License Agreement in its entirety as well as our Annual Report on Form 20 - F for the year ended December 31 , 2019 . Gating event If we prevail in the EP‘355 Opposition Proceeding, including any appeals, and as a result thereof obtain issuance of a patent with a claim that covers treatment for MS by orally administering 480 mg per day of DMF January 1, 2021 until December 31, 2028: January 1, 2029 and after: Ro ya l ty 10% 20% No Royalties payable 5 2021© Forward Pharma A/S • Royalties are payable on a country - by - country basis on DMF - containing products indicated for MS that, but for the Settlement and License Agreement, would infringe a Forward licensed patent and subject to, among other things, expiration or invalidation of the patents or impact of generic entry on a country - by - country basis, as defined in the Settlement and License Agreement • Assuming that the EP’355 patent is ultimately maintained following the final conclusion of the Opposition Proceeding, including any appeals, the patent has a maximum duration until October 2025 (subject to possible SPC extension until January 2029 on a country - by - country basis, as discussed in the Annual Report on Form 20 - F for the year ended December 31, 2019). Positive Outcome Negative O ut c ome

Ex - U.S. Potential Royalty - Bearing Claims 6 2021© Forward Pharma A/S Ap p li c a ti o n Number Description Europe EP14172398.1 (Pat. No. EP 2 801 355) Treating MS with 480 mg/day of DMF wherein the pH controlled release compositions have an enteric coat Revoked by Opposition Division – January 29, 2018 Appeal filed – May 7, 2018 EP15166243.4 (Pat. No. EP 2 965 751) Treating MS with 480 - 600 mg fumaric acid esters (including DMF)/day where the composition releases fumaric acid esters depending on pH. Application pending EP14172396.5 (Pat. No. EP 2 792 349) Controlled release composition of DMF for use in treating hyperproliferative, inflammatory or autoimmune disorders other than psoriasis with 480 mg/day Application pending EP16001391.8 (Pat. No. EP 3 093 012) Controlled release pharmaceutical composition comprising DMF in an amount of 50 - 90% by weight Application pending If Forward obtains a Relevant Patent in the European EP’355 opposition proceeding including all appeals therefrom, and can show on a country - by - country basis outside the U.S. that Tecfidera® infringes a valid licensed patent, royalties may be payable. In Europe, there are presently four patents and patent applications with potentially royalty - bearing claims. A Relevant Patent is a patent that covers treatment for MS by orally administering 480 mg per day of DMF.

European EP 2 801 355 Opposition Proceeding 7 2021© Forward Pharma A/S ▪ EP 2 801 355 patent granted by European Patent Office (EPO) on May 20, 2015 ▪ Subject to several oppositions filed with the EPO by third parties (including Biogen) ▪ On January 29, 2018, the Opposition Division (OD) of the EPO revoked the EP 2 801 355 patent ▪ Appeal of the decision of the OD to the Technical Board of Appeal (TBA) was initiated on May 7, 2018, with an oral hearing before the TBA scheduled for September 6, 2021. ▪ If the ruling is favorable, we expect the TBA to remit the case to the OD to resolve the remaining elements of the original opposition. We estimate this process to take approximately two to three years.

Timeline for the appeal of the first instance decision in the EP 2 801 355 Opposition Proceedings May 7, 2018 Dates represent current estimates of the timeline; a green tick mark signifies actual date of completed event. If the ruling of the TBA is favorable, we expect the TBA to remit the case to the Opposition Division to resolve the remaining elements of the original opposition. We estimate this process to take approximately two to three years. Timeline may be uncertain due to changing National Covid - 19 restrictions. Documents can be located through https://register.epo.org/regviewer EP 2 801 355 patent revoked in Opposition Pr o c ee din g s Jan 29, 2018 Filed notice of appeal to Technical Board of Appeal Aug 1, 2018 Filed statement of grounds of appeal to Technical Board of Appeal Sep 6, 2021 Oral Pr o c ee din g s before the Technical Board of Appeal 8 2021© Forward Pharma A/S

Investment Highlights 9 2021© Forward Pharma A/S ▪ Business optimized to support ongoing IP strategy and continuing obligations per Settlement and License Agreement ▪ Tecfidera® (DMF) remains a leading therapy for multiple sclerosis ▪ FWP has IP - gated access to future royalties on Tecfidera® sales outside the U.S. (FY2019: $ 1.16 B) ▪ Irrevocable license to all DMF IP granted to Biogen in January 2017 ▪ Potential future royalties on Tecfidera® net sales outside the U.S. dependent on outcome of appeal of Opposition Division decision on the EP 2 801 355 (EP’355) patent validity

C on t act 10 2021© Forward Pharma A/S Claus Bo Svendsen, MD, PhD Chief Executive Officer Forward Pharma Investor Relations investors@forward - pharma.com

APPENDIX: Key IP Overview: Core Composition Patent Family 11 2021© Forward Pharma A/S Patent / Application Patent Family Status EP 2 801 355 Core Composition Revoked by decision of January 29, 2018; under appeal. EP 1 799 196 Core Composition Revoked by decision of September 18, 2018; under appeal. EP 2 801 354 Core Composition Revoked by decision of May 7, 2019; under appeal. EP 3 093 012 Core Composition Pending. EP 2 965 751 Core Composition Pending. EP 2 792 349 Core Composition Pending. Beyond the Core Composition patent family, other patent families include the Erosion Matrix patent family, the European Patent Application Nos. EP 2 879 672, EP 3 038 606 and EP 3 038 605. As a result of the corporate restructuring that was completed pursuant to Appendix D of the Settlement and License Agreement, the intellectual property of Forward Pharma that is the subject of the Settlement and License Agreement was ultimately transferred to FWP IP ApS, a Danish limited liability company, and the capital stock of FWP IP ApS was transferred to a newly formed independent Danish foundation. For more information regarding this restructuring and transfer, see our Form 6 - K and press release dated November 22, 2017. Date of preparation: January 12, 2021