Ascendis Pharma (NASDAQ: ASND) boosts share capital after 543,748 warrant-based shares

Rhea-AI Filing Summary

Ascendis Pharma A/S reports that a warrant exercise window for its outstanding warrants closed on September 29, 2025. During this window, certain warrants were exercised for ordinary shares with a nominal value of DKK 1.

As a result, Ascendis registered aggregate share capital increases of nominal DKK 543,748 with the Danish Business Authority, bringing total share capital to nominal DKK 61,695,211 through the issuance of 543,748 ordinary shares. These shares were issued against average cash consideration of approximately USD $97.45 per share, and the company’s articles of association were amended accordingly.

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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Closing of Warrant Exercise Window

On September 29, 2025, an exercise window closed for the Company’s outstanding warrants exercisable for the Company’s ordinary shares, nominal value DKK 1. In connection with the exercises of certain of such warrants during this exercise window, the Company registered aggregate share capital increases of nominal DKK 543,748 with the Danish Business Authority, corresponding to an aggregate increase in the Company’s share capital to nominal DKK 61,695,211 through the issuance of 543,748 ordinary shares against average cash consideration of approximately USD $97.45 per share, based on the DKK-USD exchange rate on September 29, 2025. The Company’s articles of association were amended accordingly and are attached hereto as Exhibit 1.1.

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 30, 2025				By:		/s/ Michael Wolff Jensen
						Michael Wolff Jensen
						Executive Vice President, Chief Legal Officer

FAQ

What did Ascendis Pharma A/S (ASND) announce in this Form 6-K?

Ascendis Pharma A/S reported the closing of a warrant exercise window and related share issuances. Certain outstanding warrants were exercised, leading to new ordinary shares and an increase in the company’s registered share capital with the Danish Business Authority.

How many new Ascendis Pharma (ASND) shares were issued from warrant exercises?

Ascendis issued 543,748 new ordinary shares upon the exercise of certain outstanding warrants. These shares have a nominal value of DKK 1 each and contributed to a registered increase in the company’s aggregate nominal share capital with the Danish Business Authority.

How did the warrant exercises affect Ascendis Pharma’s (ASND) share capital?

The warrant exercises increased Ascendis Pharma’s aggregate nominal share capital by DKK 543,748. Following this change, the company’s total nominal share capital reached DKK 61,695,211, reflecting the issuance of 543,748 additional ordinary shares to warrant holders.

What cash consideration did Ascendis Pharma (ASND) receive per share from warrant exercises?

The newly issued ordinary shares were issued against average cash consideration of approximately USD $97.45 per share. This amount was calculated based on the DKK-USD exchange rate on September 29, 2025, when the warrant exercise window closed.

Did Ascendis Pharma (ASND) amend its articles of association after the warrant exercises?

Yes. Ascendis Pharma amended its articles of association to reflect the increased share capital from the warrant exercises. The updated articles of association were prepared following registration of the capital increase and were attached as Exhibit 1.1 to this report.

Which registration statements incorporate this Ascendis Pharma (ASND) Form 6-K?

This Form 6-K is incorporated by reference into multiple Ascendis registration statements on Form S-8 and Form F-3. It becomes part of those registration statements from the filing date, unless later documents or reports supersede it.