UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

 

For the Month of: March 2020

 

Commission File Number: 001-37847

 

MOTIF BIO PLC

(Exact name of registrant as specified in its charter)

 

125 Park Avenue

25th Floor

New York, New York 10017

(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 ý 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): ___

 

 
     

 

 

MOTIF BIO PLC

FORM 6-K

 

CORPORATE UPDATE

 

On March 18, 2020, Motif Bio plc (the “Company”) issued a regulatory news service announcement to provide an update on recent corporate developments. A copy of the regulatory news service announcement is attached herein as Exhibit 99.1

 

As announced on 28 January 2020, the Company’s wholly owned subsidiary, Motif BioSciences Inc. (“Motif Inc.”), ceased all operations and engaged Tamarack Associates to facilitate the sale of iclaprim and other assets of Motif Inc. It remains the case that in spite of a comprehensive outreach program, no transaction is currently pending for the sale of Motif Inc.'s assets and there can be no assurance that there will be a transaction to monetize the assets.

 

Following reclassification, the Company is required to make an acquisition which constitutes a reverse takeover under the AIM Rules by 28 July 2020, failing which the Company's ordinary shares would be suspended from trading on AIM pursuant to AIM Rule 40. The Company’s admission to trading on AIM would then be cancelled six months from the date of suspension, should the reason for the suspension not have been rectified.

 

The Company’s Directors remain focused on sourcing an appropriate reverse takeover candidate for Motif Bio and this search continues. At present, no assurances can be provided that the effort will be successful to source and/or complete a reverse takeover transaction. The Company’s Directors will provide shareholders with further updates as appropriate.

 

The Company currently has sufficient working capital into May 2020. As such, the Directors continue to impose disciplined cost controls and the Company is maintaining very limited operations.

 

 

Exhibits

 

Exhibit 99.1 Regulatory News Service announcement issued on March 18, 2020, entitled “Corporate Update.”

 

 

 

 

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, thereunto duly authorized.

  MOTIF BIO PLC
   
  By: /s/ Graham Lumsden              
  Name: Graham Lumsden
  Title: Chief Executive Officer

 

Date: March 18, 2020

 

 

 

Exhibit 99.1

 

18 March 2020

 

Motif Bio plc

("Motif Bio" or the "Company")

 

Corporate Update

 

Motif Bio plc (AIM: MTFB), which has been reclassified as an AIM Rule 15 cash shell, provides an update on corporate developments.

 

As announced on 28 January 2020, Motif Inc. ceased all operations and engaged Tamarack Associates to facilitate the sale of iclaprim and other assets of Motif Inc.  It remains the case that in spite of a comprehensive outreach programme, no transaction is currently pending for the sale of Motif Inc.'s assets and there can be no assurance that there will be a transaction to monetise the assets. 

 

Following reclassification, the Company is required to make an acquisition which constitutes a reverse takeover under the AIM Rules by 28 July 2020, failing which the Company's ordinary shares would be suspended from trading on AIM pursuant to AIM Rule 40. The Company’s admission to trading on AIM would then be cancelled six months from the date of suspension, should the reason for the suspension not have been rectified.

 

The Company’s Directors remain focused on sourcing an appropriate reverse takeover candidate for Motif Bio and this search continues. At present, no assurances can be provided that the effort will be successful to source and/or complete a reverse takeover transaction. The Company’s Directors will provide shareholders with further updates as appropriate.

 

The Company currently has sufficient working capital into May 2020. As such, the Directors continue to impose disciplined cost controls and the Company is maintaining very limited operations.

 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

 

For further information please contact:

 

Motif Bio plc ir@motifbio.com
Graham Lumsden (Chief Executive Officer)  
   
SP Angel Corporate Finance LLP (NOMAD & BROKER) +44 (0)20 3470 0470
David Hignell/Caroline Rowe (Corporate Finance)  
Vadim Alexandre/Abigail Wayne (Sales & Broking)  
   
Walbrook PR Ltd. (UK FINANCIAL PR & IR) +44 (0)20 7933 8780
Paul McManus motifbio@walbrookpr.com

 

 

Forward-Looking Statements

When used in this Press Release, the words or phrases "intends," "anticipates," "expected to be" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including, but not limited to, changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, and other risks described in the Company's filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company advises readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revision which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.