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AMRN > SEC Filings for AMRN > Form 8-K on 26-Aug-2016All Recent SEC Filings

Show all filings for AMARIN CORP PLC\UK

Form 8-K for AMARIN CORP PLC\UK


26-Aug-2016

Unregistered Sale of Equity Securities, Financial Statements and Exhibits


Item 3.02 Unregistered Sales of Equity Securities.

On August 26, 2016, Amarin Corporation plc (the "Company") gave notice to mandatorily exchange the $31.266 million in aggregate principal amount of its November 2015 3.50% Exchangeable Senior Notes due 2032 (the "2015 Notes") into 384.6154 of the Company's American Depositary Shares (the "Shares") representing a corresponding number of the Company's ordinary shares, par value 0.50 per share (the "Ordinary Shares"), per $1,000.00 of principal amount of the 2015 Notes on September 12, 2016, subject to certain adjustments as provided in the 2015 Notes.

Separately, on August 26, 2016, Corsicanto Limited ("Corsicanto"), a wholly-owned subsidiary of the Company, gave notice to mandatorily exchange the $118.734 million of aggregate principal amount of its May 2014 3.50% Exchangeable Senior Notes due 2032 (the "2014 Notes" and together with the 2015 Notes, the "Notes") into 384.6154 of the Company's Shares per $1,000.00 of principal amount of the 2014 Notes on September 12, 2016, subject to certain adjustments as provided in the Indenture, dated May 20, 2014 by and among Corsicanto, the Company, and Wilmington Trust, National Association, as trustee, governing the 2014 Notes.

The following table sets forth the aggregate principal amount of each series of Notes that will be exchanged into Shares pursuant to the exchange of the Notes (the "Transactions").

Convertible Note                                                  Principal Amount
November 2015 3.50% Exchangeable Senior Notes due 2032 of
Amarin Corporation plc                                            $   31,266,000.00
May 2014 3.50% Exchangeable Senior Notes due 2032 of
Corsicanto Limited                                                $  118,734,000.00
Total                                                             $  150,000,000.00

Subject to compliance with certain conditions, the Company and Corsicanto have the right to mandatorily exchange the 2015 Notes and the 2014 Notes, respectively, in whole or in part, if the daily volume-weighted average price per Share equals or exceeds $2.86 for at least twenty trading days in any thirty-trading day window. This condition was met for the thirty-trading-day window ending, and including, August 26, 2016. The Company will issue the Shares pursuant to the exchange of the Notes in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. The Transactions will retire all of the outstanding 2015 Notes and 2014 Notes, and the issuance of the Shares will also satisfy the Company's obligations with respect to any accrued and unpaid interest on the Notes as of the date of the Transactions.

On August 26, 2016, the Company issued a press release announcing the Transactions. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description

99.1 Press Release, dated August 26, 2016


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