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 November 2019

 

Commission File Number: 001-37384

 

GALAPAGOS NV
(Translation of registrant's name into English)

 

Generaal De Wittelaan L11 A3
2800 Mechelen, Belgium
(Address of principal executive office)

 

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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

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):

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. 

 

The information contained in this report on Form 6-K, including the exhibits, is hereby incorporated by reference into the Company’s Registration Statements on Forms F-3 (File No. 333-230639) and S-8 (File Nos. 333-204567, 333-208697, 333-211834, 333-215783, 333-218160, 333-225263 and 333-231765).

 

 

On November 1, 2019, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated November 1, 2019

 

 

 

 

 

 

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, thereunto duly authorized.

 

		GALAPAGOS NV
		(Registrant)
Date: November 4, 2019		/s/ Xavier Maes
		Xavier Maes
		Company Secretary

 

 

 

 

 

EXHIBIT 99.1

Gilead delivers exercise notice to Galapagos for Initial Warrant A to increase ownership to 25.1%

Mechelen, Belgium; 1 November 2019; 21:01 CET – Gilead Therapeutics A1 Unlimited Company, an affiliate of Gilead Sciences, Inc. (NASDAQ: GILD), delivered an exercise notice to Galapagos NV (Euronext & NASDAQ: GLPG) in order to exercise the Initial Warrant A. The issuance of the resulting shares is expected in the course of next week.

The Initial Warrant A, approved by Galapagos’ shareholders on 22 October 2019, entitles Gilead to subscribe for a maximum number of shares that is sufficient to bring the number of shares owned by Gilead and its affiliates to 25.1% of the actually issued and outstanding shares immediately after the issue of the shares that are to be issued upon the exercise of the Initial Warrant A. The Initial Warrant A has a term of one year starting as of 22 October 2019.

As per the terms of the Initial Warrant A, Gilead will subscribe for 2,617,791 new shares at €140.59 per share for a total of €368,035,236.69, bringing Gilead’s total ownership to 16,207,477 Galapagos shares, which represents 25.1% of the 64,571,622 shares expected to be outstanding after exercise of the Initial Warrant A.

About Galapagos

Galapagos (Euronext & NASDAQ: GLPG) discovers and develops small molecule medicines with novel modes of action, three of which show promising patient results and are currently in late-stage development in multiple diseases. The company’s pipeline comprises Phase 3 through to discovery programs in inflammation, fibrosis, osteoarthritis and other indications. Galapagos’ ambition is to become a leading global biopharmaceutical company focused on the discovery, development and commercialization of innovative medicines. More information at www.glpg.com.

Contacts Investors:		Media:
Elizabeth Goodwin		Carmen Vroonen
VP IR		Senior Director Communications
+17814601784		+32 473 824 874
Sofie Van Gijsel		Evelyn Fox
Director IR		Director Communications
+32485191415		+31 6 53 591 999
ir@glpg.com		communications@glpg.com

Galapagos Forward-Looking Statements

This release may contain forward-looking statements with respect to Galapagos, including statements regarding the timing of completion of the exercise of Initial Warrant A by Gilead, the issuance of shares to Gilead, Gilead’s resulting shareholding in Galapagos and the payment of the aggregate exercise price by Gilead to Galapagos.  Galapagos cautions the reader that forward-looking statements are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which might cause the actual results, financial condition and liquidity, performance or achievements of Galapagos, or industry results, to be materially different from any historic or future results, financial conditions and liquidity, performance or achievements expressed or implied by such forward-looking statements. In addition, even if Galapagos’ results, performance, financial condition and liquidity, and the development of the industry in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods.  Among the factors that may result in differences are that the parties may not be able to timely complete the exercise of the Initial Warrant A or at all. A further list and description of these risks, uncertainties and other risks can be found in Galapagos’ Securities and Exchange Commission (SEC) filings and reports, including in Galapagos’ most recent annual report on Form 20-F filed with the SEC and subsequent filings and reports filed by Galapagos with the SEC.  Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document.  Galapagos expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements, unless specifically required by law or regulation.