アマリンADRの適時開示・その他

Date: April 9, 2025

Amarin Corporation plc

/s/ Aaron Berg

Aaron Berg

President and Chief Executive Officer

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): April 9, 2025

Amarin Corporation plc

(Exact name of registrant as specified in its charter)

     England and Wales

     0-21392

     Not applicable

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (I.R.S. Employer
Identification No.)

     8th Floor, One Central Plaza, Dame Street,
Dublin 2, Co. Dublin, D02 K7K5, Ireland

     Not applicable

     (Address of principal executive offices)

     (Zip Code)

Registrant’s telephone number, including area code: + 353 1 6699 020

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:


☐	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	Name of each exchange on which registered
American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Ordinary Share of Amarin Corporation plc	AMRN	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.03 Material Modification to Rights of Security Holders.

On April 9, 2025, Amarin announced it will effect the previously announced adjustment in its ratio of its American depositary shares (“ADSs”) to its ordinary shares, £0.50 par value per share (“Ordinary Shares”) from one (1) ADS representing one (1) Ordinary Share to one (1) ADS representing twenty (20) Ordinary Shares (the “ADS Ratio Change”) on April 11, 2025 (the “Effective Date”). The ADS Ratio Change will result in a one for twenty reverse split of issued and outstanding ADSs, and it will have no effect on the Ordinary Shares.

As a result of the ADS Ratio Change, the trading price of Amarin's ADSs is expected to increase proportionally, but Amarin can give no assurance that the trading price per ADS after the ADS Ratio Change will be equal to or greater than twenty (20) times the trading price per ADS before the change.

Item 7.01 Regulation FD

On April 9, 2025, Amarin issued a press release announcing the effective date of the ADS Ratio Change. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and the attached Exhibit 99.1 are being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of Amarin under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Press release, dated April 9, 2025 (furnished herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* * *

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.

EX-99.1 2 amrn-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Amarin Confirms Effective Date for 1-For-20 ADS Ratio Change

-- Action Taken to Maintain Company’s Nasdaq Listing –

DUBLIN, Ireland and BRIDGEWATER, N.J., April 9, 2025 -- Amarin Corporation plc (NASDAQ: AMRN), today announced that the Company’s previously announced ratio change on its American Depositary Shares (“ADS”) from one (1) ADS representing one (1) ordinary share, to the new ratio of one (1) ADS representing twenty (20) ordinary shares (the “Ratio Change”) will be effective on April 11, 2025 (the "Effective Date").

The objective of this action is to increase the per share market price of the Company’s ADSs to comply with Nasdaq’s $1.00 minimum bid price per share requirement and maintain the Company’s listing on The Nasdaq Capital Market. The Company can give no assurance that the trading price per ADS after the Ratio Change will be equal to or greater than twenty (20) times the trading price per ADS before the Ratio Change.

On the Effective Date, holders of uncertificated ADSs in the Direct Registration System (“DRS”) and in the Depository Trust Company (“DTC”) do not need to take any action, as the exchange of every twenty (20) then-held (existing) ADSs for one (1) new ADS will occur automatically. Registered holders of certificated ADSs will be required to surrender their certificated ADSs to the depositary bank for cancellation and will receive one (1) new ADS for every twenty (20) existing ADS surrendered.

No fractional new ADSs will be issued in connection with the Ratio Change. Rather, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank, and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of taxes) will be distributed to the applicable ADS holders by the depositary bank.

The ordinary shares of the Company will not be affected by this Ratio Change. The ADSs will continue to trade on The Nasdaq Capital Market under the symbol “AMRN”.

Additional questions and answers regarding the Ratio Change can be found under the Investor Relations section of Amarin’s corporate web site here: https://cms.amarincorp.com/sites/default/files/2025-03/e6713d4c-9083-4623-a9e9-6b13d8a4201b.pdf

***

About Amarin

Amarin is an innovative pharmaceutical company leading a new paradigm in cardiovascular disease management. We are committed to increasing the scientific understanding of the cardiovascular risk that persists beyond traditional therapies and advancing the treatment of that risk for patients worldwide. Amarin has offices in Bridgewater, New Jersey in the United States, Dublin in Ireland, Zug in Switzerland, and other countries in Europe as well as commercial partners and suppliers around the world.

Forward-Looking Statements

This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, that are based on the beliefs and assumptions and information currently available to Amarin. All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements regarding Amarin’s planned Ratio Change and its potential impact on the ADS trading price and on liquidity of the ADS, as well as Amarin’s ability to regain compliance with Nasdaq’s minimum bid price requirement and other continued listing requirements. These forward-looking statements are not promises or guarantees and involve substantial risks and uncertainties. A further list and description of these risks, uncertainties and other risks associated with an investment in Amarin can be found in Amarin's filings with the U.S. Securities and Exchange Commission, including Amarin’s annual report on Form 10-K for the fiscal year ended 2024.

Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Amarin undertakes no obligation to update or revise the information contained in its forward-looking statements, whether as a result of new information, future events or circumstances or otherwise. Amarin’s forward-looking statements do not reflect the potential impact of significant transactions the company may enter into, such as mergers, acquisitions, dispositions, joint ventures or any material agreements that Amarin may enter into, amend or terminate.

Availability of Other Information

Amarin communicates with its investors and the public using the company website (www.amarincorp.com) and the investor relations website (www.amarincorp.com/investor-relations), including but not limited to investor presentations and FAQs, Securities and Exchange Commission filings, press releases, public conference calls and webcasts. The information that Amarin posts on these channels and websites could be deemed to be material information. As a result, Amarin encourages investors, the media and others interested in Amarin to review the information that is posted on these channels, including the investor relations website, on a regular basis. This list of channels may be updated from time to time on Amarin’s investor relations website and may include social media channels. The contents of Amarin’s website or these channels, or any other website that may be accessed from its website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Securities and Exchange Act of 1934, as amended.

Amarin Contact Information

Investor & Media Inquiries:

Mark Marmur

VP, Global Corporate Communications & Investor Relations

Amarin Corporation plc

PR@amarincorp.com