6-K 1 dp51480_6k.htm FORM 6-K
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

November 26, 2014

Commission File Number: 001-35990
 
  
Prosensa Holding N.V.
 
  
J.H. Oortweg 21
2333 CH Leiden
The Netherlands
(Address of principal executive offices)
 
 
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 ☒                          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):☐
 
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
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):☐
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's “home country”), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
 
 
 
 
 
 
 
 
INCORPORATION BY REFERENCE
 
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Number 333-197240) and Form S-8 (Registration Number 333-194650) of Prosensa Holding N.V. (the “Registrant”) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
 

 
 
 

 
On November 26, 2014, pursuant to the Purchase Agreement attached as Exhibit 99.1 to the Registrant’s Form 6-K filed with the United States Securities and Exchange Commission (the “SEC”)  on November 24, 2014, the Registrant issued a convertible promissory note (the “Note”)  for €40,355,125.10 to BioMarin Falcons B.V., a private limited liability company (besloten vennootschap) organized under the laws of The Netherlands and a wholly owned indirect subsidiary of BioMarin Pharmaceutical Inc., a Delaware corporation.
 
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 99.1 to the Registrant’s Form 6-K filed with the SEC on November 24, 2014, and the Note, a copy of which is attached hereto as Exhibit 99.1, each of which are incorporated herein by reference.
 
 
List of Exhibits:
 
Exhibit 99.1
Convertible Promissory Note, made as of November 26, 2014
 
 
 
 
 


 
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.
 
 
Prosensa Holding N.V.
 
By:
/s/ Hans G.C.P. Schikan
   
Name:
Hans G.C.P. Schikan
   
Title:
Chief Executive Officer
Date: November 26, 2014
 
By:
/s/ Berndt Modig
   
Name:
Berndt Modig
   
Title:
Chief Financial Officer