ASND files Articles of Association for S-8 and F-3 registration use

Rhea-AI Filing Summary

Ascendis Pharma A/S furnished its Articles of Association as an exhibit to the Form 6-K and stated that those articles are to be incorporated by reference into multiple registration statements, specifically a series of S-8 filings and two Form F-3 filings listed in the report. The exhibit is signed by the company’s Executive Vice President, Chief Legal Officer to confirm the submission. This report supplies corporate governance documentation for use in the company’s existing registration statements and related prospectuses.

Positive

• Articles of Association furnished and formally attached as an exhibit
• Incorporation by reference into specified S-8 and Form F-3 registration statements

Negative

• None.

Insights

Corporate Governance Counsel

Routine governance filing confirming updated corporate charter material for registration statements.

The company furnished its Articles of Association as an exhibit to the Form 6-K and explicitly incorporated that exhibit into a series of S-8 registration statements and two Form F-3 registration statements named in the filing.

This action is procedural: it documents corporate governance terms for distribution to investors and supports securities issuances covered by those registration statements without creating new obligations beyond what the registration statements already provide.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2025

Commission File Number: 001-36815

Ascendis Pharma A/S

(Exact Name of Registrant as Specified in Its Charter)

Tuborg Boulevard 12

DK-2900 Hellerup

Denmark

(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): ☐

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): ☐

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-203040, 333-210810, 333-211512, 333-213412, 333-214843, 333-216883, 333-228576, 333-254101, 333-261550, 333-270088, 333-277519, 333-281916 and 333-285322) and Form F-3 (Registration Numbers 333-209336 and 333-282196) of Ascendis Pharma A/S (the “Company”) (including any prospectuses forming a part of such registration statements) 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.

Warrant Grants

On September 9, 2025, the Company’s board of directors granted an aggregate of 33,890 warrants to certain employees of the Company (the “Warrants”) under the terms of Appendix 1a to the Company’s Articles of Association. In connection with the grant of these Warrants, the Company amended its Articles of Association to provide for the grant of these Warrants. Each Warrant confers the right to subscribe for one ordinary share of the Company and has an exercise price equal to US $202.91 per share, the closing price of the American Depositary Shares (“ADS”) representing the Company’s ordinary shares as reported on the date of grant. Subject to earlier vesting upon the occurrence of certain exit events, 25% of the Warrants will vest on the one year anniversary of the date of grant and the remaining 75% will vest at a rate of 1/36th per month from one year after the date of grant, subject to continued service.

After giving effect to the grant of the Warrants described above, warrants to subscribe for an additional 1,825,983 shares of the Company remain available for future grant by the Company’s board of directors pursuant to the Company’s Articles of Association. The foregoing description of the material terms of the Warrants is qualified in its entirety by reference to the Company’s Articles of Association, which is included as Exhibit 1.1 hereto and incorporated by reference herein.

Exhibits

Exhibit No.		Description
1.1		Articles of Association.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Ascendis Pharma A/S
Date: September 10, 2025				By:		/s/ Michael Wolff Jensen
						Michael Wolff Jensen
						Executive Vice President, Chief Legal Officer

FAQ

What did Ascendis Pharma (ASND) file in this Form 6-K?

The company furnished its Articles of Association as an exhibit and stated they are to be incorporated by reference into certain registration statements.

Which registration forms does the filing reference for ASND?

The filing references multiple S-8 registrations and two Form F-3 registration numbers listed in the exhibit.

Does the Form 6-K announce any financings or transactions for ASND?

No. The document furnishes corporate governance documentation and does not disclose new financings or material transactions.

Who signed the Form 6-K exhibit for Ascendis Pharma?

The exhibit is signed by Michael Wolff Jensen, the company’s Executive Vice President, Chief Legal Officer.

Will the furnished Articles affect existing prospectuses?

The filing states the Articles are to be part of the specified registration statements and any prospectuses forming part of them, to the extent not superseded.