6-K

Ascendis Pharma A/S

Date: March 8, 2019

/s/ Michael Wolff Jensen

Michael Wolff Jensen

Chairman and Senior Vice President, Chief Legal Officer

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-228576, 333-203040, 333-210810, 333-211512, 333-213412, 333-214843 and 333-216883) and Form F-3 (Registration Numbers 333-209336,333-211511, 333-216882, 333-223134 and 333-225284) of Ascendis Pharma A/S (the “Company”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Underwriting Agreement

On March 5, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC and Evercore Group L.L.C. as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 4,166,667 American Depositary Shares (the “ADSs”), each of which represents one ordinary share of the Company, DKK 1 nominal value per share, to the Underwriters (the “Offering”). The ADSs were sold at a public offering price of $120.00 per ADS, and were purchased by the Underwriters from the Company at a price of $112.80 per ADS. Under the terms of the Underwriting Agreement, the Company granted the Underwriters the right, for 30 days, to purchase from the Company up to 625,000 additional ADSs at the public offering price, less the underwriting commissions.

The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s shelf registration statement on Form F-3 (Registration No. 333-225284), which became automatically effective upon filing with the Securities and Exchange Commission on May 30, 2018.

On March 8, 2019, the Offering closed and the Company completed the sale and issuance of an aggregate of 4,166,667 ADSs. The Company received net proceeds from the Offering of approximately $469.3 million, after deducting the Underwriters’ commissions and offering expenses payable by the Company.

Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. All of the Company’s directors and executive officers and the Company also agreed not to sell or transfer any Common Stock held by them for 60 days after March 5, 2019 without first obtaining the written consent of the Representatives on behalf of the Underwriters, subject to certain exceptions as described in the prospectus supplement.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Mazanti-Anderson Korsø Jensen relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

In connection with the Offering, the Company amended its Articles of Association to provide for the issuance and sale of the ADSs. A copy of the amended Articles of Association is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, dated as of March 5, 2019, by and among the Company and the Representatives.

3.1		Articles of Association.

5.1		Opinion of Mazanti-Anderson Korsø Jensen.

23.1		Consent of Mazanti-Andersen Korsø Jensen (included in Exhibit 5.1).

A-2