STRONGBRIDGE BIOPHARMA PLC : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-05 16:16:10 ET SBBP

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference.

On October 5,2021, Strongbridge (i) notified the Nasdaq Global Select Market ("Nasdaq") of the effectiveness of the Scheme and (ii) requested that Nasdaq (A) suspend trading of Strongbridge ordinary shares effective before the opening of trading on October 6, 2021 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the shares of Strongbridge ordinary shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the Shares will no longer be listed on Nasdaq. Strongbridge intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Strongbridge's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01 and Item 5.01 are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 3.01 and 5.02 are incorporated herein by reference.

As a result of the completion of the Transactions, there was a change in control of Strongbridge, and Holdco, as the direct parent of MergerSub, acquired control of Strongbridge. To the knowledge of Strongbridge, there are no arrangements which may at a subsequent date result in a further change in control of Strongbridge.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation and Appointment of Directors

Pursuant to the Transaction Agreement, as of the Effective Time, Dr. Garheng Kong, David Gill, John H. Johnson, Dr. Jeffrey W. Sherman, Dr. Mårten Steen, and Dr. Hilde H. Steineger each resigned and ceased to be directors of Strongbridge and members of any committee of Strongbridge's board of directors. These resignations were not a result of any disagreement between Strongbridge and the directors on any matter relating to Strongbridge's operations, policies or practices.

Pursuant to the Transaction Agreement, as of the Effective Time, John Shannon, Beth P. Hecht, Steven M. Pieper and Louise Barrett were designated and appointed to Strongbridge's board of directors

In connection with and effective as of the closing of the Transactions, Steven M. Pieper was appointed as President of Strongbridge.

Item 9.01 Financial Statements and Exhibits.

* Schedules to the Transaction Agreement have been omitted pursuant to Item

601(b)(2) of Regulation S-K. The registrant will furnish copies of any such

schedules to the U.S. Securities and Exchange Commission upon request.