F-6EF 1 e663625_f6ef-bt.htm

 

As filed with  the Securities and Exchange Commission on May 16, 2024 Registration No. 333  -   

 

 

 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY 

AMERICAN DEPOSITARY RECEIPTS

 

 

 

BICYCLE THERAPEUTICS PLC 

(Exact name of issuer of deposited securities as specified in its charter)

 

 

 

N/A

(Translation of issuer’s name into English)

 

 

 

England and Wales 

(Jurisdiction of incorporation or organization of issuer)

 

 

 

CITIBANK, N.A. 

(Exact name of depositary as specified in its charter)

 

 

 

388 Greenwich Street

New York, New York 10013

(877) 248-4237 

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

 

Alethia Young
Bicycle Therapeutics plc

Blocks A & B, Portway Building, Granta Park

Great Abington

Cambridge, United Kingdom
+44 1223 261503 

(Address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Laura A. Berezin

Jaime L. Chase

Cooley LLP

1700 Seventh Avenue, Suite 900

Seattle, Washington 98101-1355

(206) 452-8700

 

  

Herman H. Raspé, Esq.

Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2301

 

 

 

  It is proposed that this filing become effective under Rule 466: ☒ immediately upon filing.  
    ☐ on (Date) at (Time).

 

 

If a separate registration statement has been filed to register the deposited shares, check the following box: ☐

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of
Securities to be Registered		 Amount to be
Registered

Proposed Maximum

Aggregate Price Per Unit* 

Proposed Maximum

Aggregate Offering Price* 

Amount of

Registration Fee

 

American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) ordinary share of Bicycle Therapeutics plc (the “Company”) 100,000,000 ADSs $5.00 $5,000,000.00 $738.00
 

*     Each unit represents 100 ADSs.

**   Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.

 

 

 

 

 

This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

 

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PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Cross Reference Sheet

 

Item 1.DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption

  

Location in Form of American

Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus

       
1. Name of Depositary and address of its principal executive office   Face of Receipt -  Introductory Article.
       
2. Title of Receipts and identity of deposited securities   Face of Receipt  - Top Center.
         
Terms of Deposit:    
     
  (i) The amount of deposited securities represented by one American Depositary Share ("ADSs")   Face of Receipt  - Upper right corner.
         
  (ii) The procedure for voting, if any, the deposited securities   Reverse of Receipt  - Paragraphs (17) and (18).
         
  (iii) The collection and distribution of dividends   Reverse of Receipt - Paragraph (15).
         
  (iv) The transmission of notices, reports and proxy soliciting material   Face of Receipt  - Paragraph (14);
Reverse of Receipt - Paragraph (18).
         
  (v) The sale or exercise of rights  

Reverse of Receipt – Paragraphs (15) and (17).

         
  (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization  

Face of Receipt - Paragraphs (3) and (6);

Reverse of Receipt - Paragraphs (15) and (17).

         
  (vii) Amendment, extension or termination of the deposit agreement   Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
         
  (viii) Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs   Face of Receipt - Paragraph (14).

 

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Item Number and Caption 

  

Location in Form of American

Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus 

         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
         
  (x) Limitation upon the liability of the Depositary  

Face of Receipt - Paragraph (8);

Reverse of Receipt - Paragraphs (20) and (21).

         
3.     Fees and charges which may be imposed directly or indirectly on holders of ADSs   Face of Receipt - Paragraph (11).
         
Item 2.  AVAILABLE INFORMATION   Face of Receipt - Paragraph (14).

 

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

 

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PROSPECTUS

 

The Prospectus consists of the form of American Depositary Receipt included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.EXHIBITS

 

(a)Deposit Agreement, dated as of May 28, 2019, by and among Bicycle Therapeutics plc (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ Filed herewith as Exhibit (a).

 

(b)(i)At-the-Market Letter Agreement, dated as of July 1, 2020, by and between the Company and the Depositary (the “ATM Letter Agreement”). – Filed herewith as Exhibit (b)(i).

 

(b)(ii)Amendment to the ATM Letter Agreement, dated as of October 27, 2020, by and between the Company and the Depositary (the “Amendment to ATM Letter Agreement”). – Filed herewith as Exhibit (b)(ii).

 

(b)(iii)Second Amendment to the ATM Letter Agreement, dated as of May 24, 2021, by and between the Company and the Depositary (the “Second Amendment to ATM Letter Agreement”). – Filed herewith as Exhibit (b)(iii).

 

(b)(iv)Restricted ADS Letter Agreement, dated as of March 7, 2022, by and between the Company and the Depositary (the “Restricted ADS Letter Agreement”). – Filed herewith as Exhibit (b)(iv).

 

(b)(v)Third Amendment to the ATM Letter Agreement, dated as of May 26, 2023, by and between the Company and the Depositary (the “Third Amendment to ATM Letter Agreement”). – Filed herewith as Exhibit (b)(v).

 

(c)Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ___ None.

 

(d)Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Filed herewith as Exhibit (d).

 

(e)Certificate under Rule 466. ___ Filed herewith as Exhibit (e).

 

(f)Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.

 

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Item 4.UNDERTAKINGS

 

(a)The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, by and among Bicycle Therapeutics plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on 16 May, 2024.

 

  Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) ordinary share of Bicycle Therapeutics plc.
   
  CITIBANK, N.A., solely in its capacity as Depositary
     
  By: /s/ Joseph Connor
    Name:  Joseph Connor
    Title:    Attorney-in-Fact

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Bicycle Therapeutics plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in City of Cambridge, United Kingdom, on May 16, 2024.

 

  BICYCLE THERAPEUTICS PLC
     
  By: /s/ Kevin Lee, Ph.D., MBA
    Name:  Kevin Lee, Ph.D., MBA
    Title:    Chief Executive Officer

 

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POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kevin Lee and Alethia Young to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on May 16, 2024.

 

Signature   Title
     
/s/ Kevin Lee, Ph.D., MBA   Chief Executive Officer and Member of the
Kevin Lee, Ph.D., MBA   Board (Principal Executive Officer)
     
/s/ Alethia Young   Chief Financial Officer (Principal Financial Officer)
Alethia Young    
     
/s/ Travis Thompson   Chief Accounting Officer (Principal
Travis Thompson   Accounting Officer)
     
/s/ Pierre Legault, MBA, CPA   Chairman and Director
Pierre Legault, MBA, CPA    
     
/s/ Felix J. Baker, Ph.D   Director
Felix J. Baker, Ph.D    
     
/s/ Janice Bourque, MBA   Director
Janice Bourque, MBA    
     
/s/ Jose-Carlos Gutierrez-Ramos, Ph.D.   Director
Jose-Carlos Gutierrez-Ramos, Ph.D.    
     
/s/ Richard Kender, MBA   Director
Richard Kender, MBA    
     
/s/ Stephen Sands, MBA   Director
Stephen Sands, MBA    
     
/s/ Sir Gregory Winter, FRS   Director
Sir Gregory Winter, FRS    

 

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Bicycle Therapeutics plc has duly caused this registration statement to be signed by the following duly authorized representative in the United States on May 16, 2024:

 

Authorized U.S. Representative 

  
   
/s/ Alethia Young  

Name: Alethia Young

Title: Chief Financial Officer

  

 

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Index to Exhibits

 

Exhibit Document

Sequentially

Numbered Page

     
(a) Deposit Agreement  
     
(b)(i) ATM Letter Agreement  
     
(b)(ii) Amendment to ATM Letter Agreement  
     
(b)(iii) Second Amendment to ATM Letter Agreement  
     
(b)(iv) Restricted ADS Letter Agreement  
     
(b)(v) Third Amendment to ATM Letter Agreement  
     
(d) Opinion of counsel to the Depositary  
     
(e) Rule 466 Certificate