[6-K] Ascendis Pharma A/S American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

On 28 Jul 2025 Vigil Neuroscience (VIGL) filed an 8-K addressing shareholder disclosure challenges to its pending merger with Sanofi. Since 18 Jun, 16 stockholders have submitted demands—one a §220 books-and-records request—claiming the 30 Jun definitive proxy omits material information. While denying any omission, Vigil is voluntarily issuing supplemental disclosures to pre-empt litigation and avoid deal delays.

• CVR valuation: Centerview estimates a risk-adjusted NPV of $0.14 per CVR using a 15–16.5 % discount rate.
• DCF inputs: Discount rates of 15–16.5 %, cash flows modeled to 2043 with 50% perpetual decline, and inclusion of a $67 m cash balance.
• Market reference points: Analyst price-target range $11–$22 (median $16); precedent premiums of 80–200 % applied to the $2.48 pre-announcement price imply $4.45–$7.45 per share.
• Funding assumptions: $80 m equity raise in 2H-2025 and $1.3 bn through 2030.
• Governance update: No post-merger employment agreements with Sanofi as of 28 Jul 2025.

Vigil will vigorously defend against existing and potential future suits but will not separately disclose similar demands unless they present new allegations.

Positive

• Voluntary supplemental disclosures reduce the probability of injunctive relief, supporting timely completion of the Sanofi merger.
• Detailed valuation inputs enhance transparency and may strengthen shareholder confidence ahead of the vote.

Negative

• Sixteen shareholder demands indicate active litigation risk that could delay or alter deal terms.
• Potential for additional suits remains open until closing, sustaining legal uncertainty.

Insights

M&A Specialist

TL;DR: Supplemental disclosures aim to de-risk Sanofi deal; valuation details stay within expected ranges, leaving economics largely unchanged.

The company responds proactively to 16 shareholder demands by expanding Centerview’s valuation narrative, clarifying CVR worth ($0.14) and the discount-rate logic. Analyst targets and precedent premiums show the $2.50 cash-plus-CVR offer still sits above most implied standalone values, strengthening fairness arguments ahead of the special meeting. Because the changes are purely informational, closing timelines and consideration appear unaffected, supporting a neutral impact for deal arbitrageurs.

Securities Litigation Risk Analyst

TL;DR: Wave of disclosure claims adds headline-risk; further litigation could delay or re-price the transaction.

Sixteen demands in five weeks signal organized plaintiff activity typical of biotech takeovers. Although Vigil’s voluntary supplements may moot some suits, plaintiffs can re-file or seek additional injunctive relief up to closing. The §220 demand suggests fishing for board deliberations that might trigger fiduciary-duty claims. Any court-ordered disclosure or delay could compress the merger-arb spread or force incremental consideration. Risk remains moderate to high until the shareholder vote and HSR clearance are secured.

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 July, 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” or “Ascendis”) (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.

On July 28, 2025, the Company announced that the U.S. Food & Drug Administration (“FDA”) has approved SKYTROFA^® (lonapegsomatropin-tcgd; developed as TransCon hGH) for the replacement of endogenous growth hormone in adults with growth hormone deficiency (“GHD”), a rare disorder resulting from decreased or total loss of growth hormone production. Lonapegsomatropin (approved by the FDA in 2021 for the treatment of pediatric GHD) is a prodrug of somatropin (human growth hormone, or “hGH”) administered once weekly, providing sustained release of active, unmodified somatropin.

The FDA’s approval of SKYTROFA for adult GHD was based on results from foresiGHt, a Phase 3 randomized, parallel-arm, placebo-controlled (double-blind) and active-controlled (open-label) trial that compared the efficacy and safety of weekly TransCon hGH with weekly placebo and daily somatropin in adults with GHD.

Additionally, the Company also announced that it is on track to initiate a basket trial for idiopathic short stature, short stature homeobox-containing gene deficiency, Turner syndrome, and small for gestational age, as well as combination therapy trials in achondroplasia and hypochondroplasia, in the fourth quarter of 2025.

Forward-Looking Statements

This report contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report regarding Ascendis’ future operations, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to Ascendis’ plans to initiate a basket trial for idiopathic short stature, short stature homeobox-containing gene deficiency, Turner syndrome, and small for gestational age, as well as combination therapy trials in achondroplasia and hypochondroplasia, in the fourth quarter of 2025. Ascendis may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Ascendis makes, including the following: dependence on third party manufacturers, distributors and service providers for Ascendis’ products and product candidates; unforeseen safety or efficacy results in Ascendis’ development programs or on-market products; unforeseen expenses related to commercialization of any approved Ascendis products; unforeseen expenses related to Ascendis’ development programs; unforeseen selling, general and administrative expenses, other research and development expenses and Ascendis’ business generally; delays in the development of its programs related to manufacturing, regulatory requirements, speed of patient recruitment or other unforeseen delays; Ascendis’ ability to obtain additional funding, if needed, to support its business activities; the impact of international economic, political, legal, compliance, social and business factors, including tariffs and trade policies. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Ascendis’ business in general, see Ascendis’ Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on February 12, 2025, and Ascendis’ other future reports filed with, or submitted to, the SEC. Forward-looking statements do not reflect the potential impact of any future licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments that Ascendis may enter into or make. Ascendis does not assume any obligation to update any forward-looking statements, except as required by law.

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: July 28, 2025				By:		/s/ Michael Wolff Jensen
						Michael Wolff Jensen
						Executive Vice President, Chief Legal Officer

FAQ

Why did Vigil Neuroscience (VIGL) file this 8-K on July 28, 2025?

To disclose 16 shareholder demands challenging its proxy statement and to provide supplemental disclosures aimed at mooting those claims.

How much is each contingent value right (CVR) worth under Centerview’s analysis?

Centerview calculates a risk-adjusted net present value of $0.14 per CVR using a 15–16.5 % discount rate.

What premium range did Centerview apply in its precedent premiums analysis?

An 80 %–200 % premium range to the $2.48 pre-announcement share price, implying $4.45–$7.45 per share.

Are Vigil executives guaranteed employment with Sanofi after the merger?

No. The filing states that no post-merger employment agreements exist as of July 28 2025.

Could additional lawsuits emerge before the merger closes?

Yes. Vigil warns more demands or complaints may be filed and will be disclosed only if they contain new or significantly different allegations.