SEC Form 15F-12B filed by Zealand Pharma A/S
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-38178
Zealand Pharma A/S
(Exact name of registrant as specified in its charter)
Sydmarken 11
2860 Søborg (Copenhagen)
Denmark
+45 88 77 36 00
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
American Depositary Shares,
each representing 1 ordinary share, DKK 1 nominal value per share.
Ordinary Shares, DKK 1 nominal value per share*
(Title of each class of securities covered by this Form)
* Not for trading, but only in connection with the registration of the American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act.
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
| Rule 12h-6(a) x | Rule 12h-6(d) ¨ | |
| (for equity securities) | (for successor registrants) | |
| Rule 12h-6(c) ¨ | Rule 12h-6(i) ¨ | |
| (for debt securities) | (for prior Form 15 filers) | |
PART I
Item 1. Exchange Act Reporting History
| A. | Zealand Pharma A/S (the “Company”) first incurred the duty to file reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on August 8, 2017, the date that the Company’s Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”). Prior to September 30, 2022, the Company’s American Depositary Shares (“ADSs”), each representing 1 ordinary share of the Company, DKK 1 nominal value per share (the “Ordinary Shares”), were listed on The Nasdaq Global Select Market (“Nasdaq”). On September 20, 2022, the Company voluntarily filed a Form 25 with the Commission informing the Commission that the Company had determined to voluntarily delist the ADSs from listing on Nasdaq. |
| B. | The Company has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and the corresponding Commission rules for the 12 months preceding the filing of this Form 15F. The Company has filed at least one annual report under Section 13(a) of the Exchange Act. |
Item 2. Recent United States Market Activity
The Company’s securities were last sold in the United States in a registered offering under the Securities Act of 1933, as amended, that was completed on August 14, 2017. On September 20, 2022, the Company filed amendments to its two Registration Statements on Form S-8 (Nos. 333-259997 and 333-265218) to deregister any securities that remain unsold thereon, which amendments became effective upon filing.
Item 3. Foreign Listing and Primary Trading Market
| A. | The Ordinary Shares trade under the symbol “ZEAL” on the Nasdaq Copenhagen stock exchange, which constitutes the primary trading market for such securities. |
| B. | The Ordinary Shares were initially listed for trading on the Nasdaq Copenhagen stock exchange on November 23, 2010, which listing has been maintained in excess of 12 months preceding the filing of this form. |
| C. | Approximately 97.4% of trading in the Ordinary Shares and ADSs, considered as a single class of securities, occurred in Denmark during the 12 months preceding the filing of this form. |
Item 4. Comparative Trading Volume Data
The Company’s trading volume data used to rely on Rule 12h-6(a)(4)(i) are as follows:
A. The recent 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) is September 30, 2021 to September 29, 2022.
B. During the 12-month period beginning September 30, 2021 and ending September 29, 2022, the average daily trading volume of the ADSs in the United States was 5,070 shares and the average daily trading volume of the Ordinary Shares and ADSs, considered as a single class of securities, on a worldwide basis was 198,955 shares.
C. During the 12-month period beginning September 30, 2021 and ending September 29, 2022, the average daily trading volume of the ADSs in the United States was 2.6% as a percentage of the average daily trading volume of the Ordinary Shares and ADSs, considered as a single class of securities, on a worldwide basis.
D. On September 20, 2022, the Company filed a Form 25 with the Commission to delist its ADSs from the Nasdaq Global Select Market. At such time, for the preceding 12-month period, the average daily trading volume of the ADSs in the United States was 5,189 shares.
E. On July 19, 2022, the Company notified The Bank of New York Mellon that it will terminate its ADS facility.
F. The Company used trading data from the Nasdaq Copenhagen, The Nasdaq Stock Market and Nasdaq IR Insight to determine whether it meets the requirements of Rule 12h-6. The Company used the sources for trading volume information that it viewed as likely to have reliable information.
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
| A. | As required by Rule 12h-6(h), the Company published a notice disclosing its intent to terminate its duty to file reports under section 13(a) and section 15(d) of the Exchange Act on the date hereof. |
| B. | The notice was disseminated in the United States via GlobeNewswire. In addition, the notice is attached as Exhibit 99.1 to this Form 15F. |
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
The Company has published the information required by Rule 12g3-2(b)(1)(iii) on its Internet Web site at: www.zealandpharma.com.
PART III
Item 10. Exhibits
Attached as Exhibit 99.1 to this Form 15F is a copy of the notice, required by Rule 12h-6(h) (17 CFR 240.12h-6(h)), disclosing Zealand’s intent to terminate its duty to file reports under section 13(a) and 15(d) of the Exchange Act.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
| (1) | The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i); | |
| (2) | Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or |
| (3) | It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Zealand Pharma A/S has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Zealand Pharma A/S certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
| Date: September 30, 2022 |
| ZEALAND PHARMA A/S | ||
| By: | /s/ Lykke Rømer | |
|
Name: |
Lykke Rømer | |
| Title: | Interim Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Company announcement 32/2022 dated August 8, 2022 |