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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
June 18, 2026
PTC
THERAPEUTICS, INC.
(Exact Name of Company as Specified in Charter)
| Delaware |
|
001-35969 |
|
04-3416587 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of Incorporation) |
|
File
Number) |
|
Identification
No.) |
| 500
Warren Corporate Center Drive |
|
|
|
| Warren,
NJ |
|
|
07059 |
| (Address
of Principal Executive Offices) |
|
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (908) 222-7000
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 (see
General Instruction A.2. below):
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the
Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value per share |
|
PTCT |
|
Nasdaq
Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Item 1.01. |
Entry into a Material Definitive Agreement. |
On June 18, 2026, PTC Therapeutics, Inc. (the “Company”)
completed its previously announced private offering of $550,000,000 aggregate principal amount of its 0.0% Convertible Senior Notes due
2031 (the “Notes”) and entered into an indenture with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”),
governing the Notes (the “Indenture”). The Notes were sold in a private placement under a purchase agreement, dated as of
June 15, 2026, entered into by and between the Company and Morgan Stanley & Co. LLC, as representative of the several initial
purchasers named in the purchase agreement (collectively, the “Initial Purchasers”), for resale to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The aggregate principal amount of the Notes sold reflects the exercise in full by the Initial Purchasers of their option to purchase up
to an additional $50,000,000 in aggregate principal amount of the Notes.
The Notes will not bear regular interest, and the principal amount
of the Notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure
to comply with its reporting obligations under the Indenture or if the Notes are not freely tradeable as required by the Indenture. Special
interest, if any, will be payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15,
2026 (if and to the extent that special interest is payable). The Notes will mature on June 15, 2031, unless earlier converted, redeemed
or repurchased pursuant to their terms.
The initial conversion rate of the Notes is 9.3042 shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), per $1,000 principal amount of Notes (which is equivalent to
an initial conversion price of approximately $107.48 per share). The conversion rate will be subject to adjustment upon the occurrence
of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of
a make-whole fundamental change (as defined in the Indenture) or an issuance of a notice of redemption, the Company will, in certain circumstances,
increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole
fundamental change or notice of redemption.
Holders may convert all or any portion of their Notes at their option
at any time prior to the close of business on the business day immediately preceding March 15, 2031 only under the following circumstances:
(1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar
quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period
of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater
than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five
consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes
for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and
the conversion rate on each such trading day; (3) if the Company calls any or all of the Notes for redemption, at any time prior
to the close of business on the second scheduled trading day immediately preceding the relevant redemption date; or (4) upon the
occurrence of specified corporate events. On or after March 15, 2031 until the close of business on the second scheduled trading
day immediately preceding the maturity date, holders may convert all or any portion of their Notes at any time, regardless of the foregoing
circumstances. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be, cash,
shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election.
The Company may not redeem the Notes prior to June 20, 2029. The
Company may redeem for cash all or any portion of the Notes, at the Company’s option, on or after June 20, 2029 if the last
reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether
or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including,
the trading day immediately preceding the date on which the Company provides a written notice of redemption at a redemption price equal
to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the
redemption date. No “sinking fund” is provided for the Notes.
If the Company undergoes a fundamental change (as defined
in the Indenture) prior to the maturity date, then, subject to certain conditions, holders of Notes may require the Company to repurchase
for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes
to be repurchased, plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date.
The Notes are the Company’s general unsecured, senior obligations
and will rank senior in right of payment to any of its indebtedness that is expressly subordinated in right of payment to the Notes; equal
in right of payment with all of the Company’s existing and future unsecured indebtedness that is not so subordinated (including
any of the Company’s outstanding 1.50% Convertible Senior Notes due 2026 (the “Existing Convertible Notes”)); effectively
junior in right of payment to any of the Company’s senior, secured indebtedness to the extent of the value of the assets securing
such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s
current or future subsidiaries.
The Indenture contains customary events of default with respect to
the Notes, including that upon certain events of default (including the Company’s failure to make any payment of principal or any
special interest on the Notes when due and payable) occurring and continuing, the Trustee by written notice to the Company, or the holders
of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may (subject to the provisions
of the Indenture) declare 100% of the principal of and accrued and unpaid special interest, if any, on all the Notes to be due and payable.
In case of certain events of bankruptcy, insolvency or reorganization, involving the Company or a significant subsidiary, 100% of the
principal of and accrued and unpaid special interest, if any, on the Notes will automatically become due and payable without any further
act or declaration on the part of the holders or the Trustee. Upon such a declaration of acceleration, such principal and accrued and
unpaid special interest, if any, will be due and payable immediately.
The Company estimates the net proceeds from the offering to be approximately
$535.5 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses.
The Company is using approximately $328.8 million of the net proceeds from the offering to repurchase for cash $222.0 million in aggregate
principal amount of the Existing Convertible Notes pursuant to privately negotiated transactions with certain holders entered into concurrently
with the pricing of the offering of the Notes. The remaining net proceeds from the offering will
be used for general corporate purposes, which may include additional repurchases of the Existing Convertible Notes from time to time following
the offering and the repayment or retirement of any remaining Existing Convertible Notes at maturity.
The foregoing description of the Indenture and the Notes is a summary
only and is qualified in its entirety by reference to the text of the Indenture (and the Form of Note included therein), which is
attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated herein
by reference.
| Item 3.02. |
Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 above is incorporated herein
by reference.
The Notes were sold to the Initial Purchasers in reliance on the exemption
from the registration requirements provided by Section 4(a)(2) of the Securities Act for resale to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A of the Securities Act. The Company does not intend to file a registration
statement for the resale of the Notes or any Common Stock issuable upon conversion of the Notes. Additional information pertaining to
the Notes and the shares of Common Stock issuable upon conversion of the Notes is contained in Item 1.01 of this Current Report on Form 8-K
and is incorporated herein by reference.
The Company is using approximately $328.8 million of the net proceeds from
the offering to repurchase for cash $222.0 million in aggregate principal amount of the Existing Convertible Notes pursuant to privately
negotiated transactions with certain holders entered into concurrently with the pricing of the offering of the Notes. After
giving effect to such expected repurchases of the Existing Convertible Notes, the aggregate principal amount outstanding of Existing Convertible
Notes would be $55.5 million.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
|
| 4.1 |
|
Indenture (including Form of Note), dated June 18, 2026, between PTC Therapeutics, Inc. and U.S. Bank Trust Company, National Association. |
| |
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains information about future expectations, plans
and prospects of the Company’s management that constitute forward-looking statements for purposes of the safe harbor provisions
under The Private Securities Litigation Reform Act of 1995, including statements with respect to the Company’s expectations with
respect to the repurchase of Existing Convertible Notes. Actual results may differ materially from those indicated by these forward-looking
statements as a result of various important factors including, but not limited to, the impact of general economic, industry, market or
political conditions and other factors that are discussed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and other documents periodically filed with the Securities and Exchange Commission.
In addition, the statements in this Current Report
on Form 8-K represent the Company’s expectations and beliefs as of the date of this Current Report on Form 8-K. The Company anticipates
that subsequent events and developments may cause these expectations and beliefs to change. However, while the Company may elect to update
these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing the Company’s expectations or beliefs as of any date subsequent to the date
of this Current Report on Form 8-K.
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 hereunto duly authorized.
| |
|
PTC Therapeutics, Inc. |
| |
|
|
| Date: June 18, 2026 |
By: |
/s/ Pierre Gravier |
| |
|
Pierre Gravier |
| |
|
Chief Financial Officer |
