UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 10, 2016
ULTRAGENYX PHARMACEUTICAL INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36276 | 27-2546083 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 60 Leveroni Court, Novato, California | 94949 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (415) 483-8800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On August 10, 2016, Ultragenyx Pharmaceutical Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission to allow for the resale to the public from time to time of up to 374,590 shares of the Company’s Class A Common Stock (“Shares”) held by Takeda Pharmaceutical Company Limited (“Takeda”). Takeda purchased the Shares on July 26, 2016 pursuant to the terms of the Common Stock Purchase Agreement by and between the company and Takeda, dated June 6, 2016. The Company is not offering any of its shares for sale to the public pursuant to the Prospectus Supplement and will not receive any of the proceeds from the sale of Shares by Takeda.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1) | |
* * *
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SIGNATURE
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 hereunto duly authorized.
Date: August 12, 2016
| ULTRAGENYX PHARMACEUTICAL INC. | ||
| By: | /s/ Shalini Sharp | |
| Name: | Shalini Sharp | |
| Title: | Executive Vice President, Chief Financial Officer | |
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1) | |