SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2019

 

 

 

Anchiano Therapeutics Ltd.

 

(Translation of registrant’s name into English)

 

 

 

1/3 High-Tech Village, Givat Ram, P.O Box 39264

Jerusalem, 9139102 Israel

 

(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 x Form 40-F ¨

 

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

 

Yes ¨ No x

 

 

 

 

 

On February 11, 2019, the registration statement (File No. 333-229155) for Anchiano Therapeutics Ltd.'s (the “Company”) initial public offering (“IPO”) was declared effective by the Securities and Exchange Commission. In connection with the IPO, the Company announced that it has entered into an Underwriting Agreement with Oppenheimer & Co. Inc., acting as representative of the underwriters therein, pursuant to which the Company agreed to issue and sell 2,652,174 of its American Depositary Shares (“ADSs”), each representing five ordinary shares of the Company, no par value per share, at $11.50 per ADS, less underwriting discounts and commissions.

 

A copy of the press release announcing the sale is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Exhibit No. Description of Exhibit
   
99.1 Press Release dated February 12, 2019

 

 

 

 

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, thereunto duly authorized.

 

  Anchiano Therapeutics Ltd.
     
     
  By: /s/ Dr. Frank G. Haluska
    Dr. Frank G. Haluska
    Chief Executive Officer

 

Dated February 12, 2019

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Anchiano Therapeutics Announces

Pricing of $30.5 Million Initial Public Offering

 

CAMBRIDGE, Mass., Feb. 12, 2019 - Anchiano Therapeutics Ltd. (Nasdaq and TASE: ANCN) (“Anchiano”) today announced that it has priced its initial public offering of 2,652,174 of its American Depositary Shares (“ADSs”), each representing five ordinary shares of Anchiano, at $11.50 per ADS, less underwriting discounts and commissions. The ADSs are expected to begin trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ANCN” on February 12, 2019, and the offering is expected to close on or about February 14, 2019.

 

The underwriters have been granted a 30-day option to purchase up to an additional 397,826 ADSs offered by Anchiano to cover over-allotments, if any.

 

In the offering, Oppenheimer & Co. Inc. is acting as the sole book-running manager, Ladenburg Thalmann is acting as lead manager and LifeSci Capital LLC is acting as co-manager.

 

The offering is being made only by means of a prospectus, copies of which can be obtained from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad St., 26 th Floor, New York, NY 10004, by telephone at (212) 667-8055 or by email at EquityProspectus@opco.com.

 

A registration statement relating to these securities was filed with and declared effective by the U.S. Securities and Exchange Commission on February 11, 2019. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to their registration or qualification under the securities laws of any such state or jurisdiction.

 

About Anchiano

Anchiano is a clinical-stage biopharmaceutical company focused on the discovery and development of novel therapies to treat cancer, with offices in Cambridge, MA, and Jerusalem, Israel. Anchiano’s most advanced product candidate, inodiftagene vixteplasmid, is in development as a treatment for non-muscle-invasive bladder cancer. For more information on Anchiano, please visit www.anchiano.com.

 

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to risks and uncertainties. These forward-looking statements are based on information Anchiano has when those statements are made or its management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

 

 

 

 

Company Contact:

 

Frank Haluska, M.D., Ph.D.

President and Chief Executive Officer

info@anchiano.com

 

Investor Contact:

Ashley R. Robinson

Managing Director

LifeSci Advisors, LLC

617-535-7742

arr@lifesciadvisors.com