UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER ~~PURSUANT TO SECTION 13a-16 OR 15d-16~~

~~UNDER~~Pursuant ~~THE~~to ~~SECURITIES~~Rule 13a-16 ~~EXCHANGE~~or ~~ACT~~15d-16 OFof ~~1934~~the

~~May~~Securities ~~20,~~Exchange ~~2022~~Act of 1934

~~001-36686~~July 1, 2022

(Commission ~~file~~File ~~number)~~Number: 001-36686

Forward Pharma A/S

(Translation of registrant’s name into English)

Østergade 24A, 1st Floor

1100 Copenhagen K, Denmark

(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 by Regulation S-T Rule 101(b)(1): ~~Yes [ ] No [ X ]~~ ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by by Regulation S-T Rule 101(b)(7): ~~Yes [ ] No [ X ]~~ ☐

~~Indicate~~Item by1. ~~check~~Receipt mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of ~~1934.~~Tax ~~Yes [~~Audit ~~] No [ X ]~~Report

IfOn July 1, 2022, Forward Pharma GmbH (“~~Yes~~FP GmbH”), isa ~~marked~~subsidiary of Forward Pharma A/S (the “Company” and, ~~indicate~~collectively ~~below~~with FP GmbH, the ~~file~~“Group”), ~~number~~received ~~assigned~~a totax audit report from the ~~registrant~~German intax authorities in connection with ~~Rule~~FP ~~12g3-2~~GmbH’s 2017 German income tax filing (bthe “Report”): ~~N/A~~after the conclusion of the tax audit covering the years 2013 through 2017. The Report supersedes the preliminary audit assessment received on May 21, 2021 and asserts that FP GmbH’s taxable income in 2017 was 271.6 million EUR ($283.1 million based on the July 1, 2022 exchange rate), which is an increase of taxable income of 252.9 million EUR ($263.6 million based on the July 1, 2022 exchange rate) compared to FP GmbH’s 2017 tax filing position. FP GmbH’s effective tax rate in Germany is approximately 32%.

~~Item~~The 1Group continues to disagree with the positions taken by the German tax authorities. ~~Submission~~Additional taxes will not become due until one month after the tax levy (based on the Report) is received. Management anticipates that the tax levy will be issued by the German tax authorities imminently. Based on the Report, it is estimated that the ultimate net impact of ~~Matters~~any tax levy by the German tax authorities on the Group’s liquidity could be up to a21.3 ~~Vote~~million ofEUR ~~Security~~($22.2 ~~Holders~~million based on the July 1, 2022 exchange rate) before applicable interest and/or penalties. This estimate is subject to several assumptions, including the Group’s ability to obtain relief from double taxation.

~~The~~Based ~~annual~~on ~~general~~recent ~~meeting~~discussions ofwith the ~~shareholders~~Group’s oftax ~~Forward~~advisors, ~~Pharma~~the ~~A/S~~Company’s management continues to believe that it is probable (i.e., more likely than not) that FP GmbH will not be required to pay additional taxes to the German tax authorities upon the conclusion of a Mutual Agreement Procedure (“~~Company~~MAP”) and/or litigation against the German tax ~~was~~authorities. ~~held~~Even onin ~~May~~a ~~20,~~case ~~2022~~where atFP ~~the~~GmbH ~~Company’s~~would ~~offices,~~have ~~Østergade~~to ~~24A,~~pay 1,additional ~~1100~~taxes ~~Copenhagen~~in KGermany, ~~Denmark~~the (Company expects that the ~~“Annual~~overall ~~Meeting”).~~net cash ~~DKK~~tax ~~79,488.02~~impact ofto the ~~Company's~~Group ~~share~~would ~~capital~~in whole or in part be mitigated by a reduction in taxes in Denmark after conclusion of a MAP between Denmark and ~~7,948,802~~Germany. ~~votes~~Such determination is inherently subjective and, ~~respectively~~if it is incorrect, ~~were~~then ~~represented~~FP atGmbH ~~the~~may ~~Annual~~be ~~Meeting.~~subject ~~Results~~to ofsignificant additional tax levies that could have a material negative effect on the Group’s consolidated financial position, operating results and cash ~~Annual~~holdings. ~~Meeting~~FP ~~were~~GmbH asdoes ~~follows:~~not have sufficient liquidity or any other assets enabling it to pay a material tax levy upon issuance by the German tax authorities.

·In ~~The~~order ~~board~~to put the Group in the best position to defend the disputed tax filing position and in anticipation of ~~directors’~~the ~~report~~receipt of the tax levy from the German tax authorities, FP GmbH submitted an application to request that the German courts allow FP GmbH to enter into debtor-in-possession (“DIP”) proceedings on April 28, 2022. DIP proceedings have been opened in a German insolvency court (the ~~Company~~“Court”) and are in the preliminary stage (“Preliminary DIP Proceedings”) until the Court approves FP GmbH’s ~~activities~~application to enter into DIP proceedings. While in Preliminary DIP Proceedings, FP GmbH’s management continues to oversee the ~~past~~day-to-day ~~financial~~operations ~~year~~of ~~was~~FP ~~noted~~GmbH byand retains the ~~Annual~~ability ~~Meeting~~to initiate and manage a MAP and/or litigation against the German tax authorities, while a Court-appointed supervisor monitors the activities of FP GmbH.

·Management ~~Adoption~~is ofunable to predict when or if the ~~Company~~Court will approve FP GmbH’s ~~audited~~application to ~~annual~~enter ~~report~~DIP byproceedings. 7If FP GmbH is unable to remain in Preliminary DIP Proceedings and enters into (ordinary) DIP proceedings,~~940~~ FP GmbH’s management – under the supervision of a Court-appointed administrator – continues to oversee the day-to-day operations of FP GmbH; if DIP proceedings are rejected,~~402~~ ~~votes~~FP inGmbH ~~favor~~would likely enter into ordinary insolvency proceedings, at which time a Court-appointed insolvency administrator would take over the day-to-day operations of FP GmbH and ~~with~~management ~~252~~would ~~votes~~no ~~against~~longer control FP GmbH. The loss of control of FP GmbH could negatively impact management’s ability to defend FP GmbH’s 2017 tax filing position and 8dispute the allegations made by the German tax authorities in the Report. Subject to the Court’s determination regarding entry into DIP proceedings,~~148~~ ~~abstentions~~management of FP GmbH intends to take all available steps to avoid entering into ordinary insolvency proceedings.

·In ~~Adoption~~the ofevent ~~the~~FP ~~proposal~~GmbH is required to ~~carry~~pay ~~forward~~a material tax levy upon the ~~result~~conclusion of the ~~accounting~~tax ~~year~~dispute in ~~2021~~Germany, byFP 7GmbH would likely be deemed insolvent under German insolvency law,~~938,204~~ ~~votes~~which inwould ~~favor~~force FP GmbH into insolvency proceedings. Insolvency proceedings would have a material negative effect on FP GmbH and the Company’s consolidated financial position, operating results, and cash holdings. The time period to ultimately resolve the tax dispute with 6the German tax authorities,~~650~~ ~~votes~~including ~~against~~the completion of a MAP and/or 3litigation against the German tax authorities,~~948~~ ~~abstentions~~is currently unknown; however, management does not believe the dispute will conclude within the next twelve months and reaching a conclusion could require three years or more.

·For ~~Approval~~more ofinformation regarding the ~~discharge~~tax ofaudit ~~the~~in ~~board~~Germany, ofDIP ~~directors~~ and MAP proceedings, please see the ~~management~~Company’s ~~board~~Annual byReport ~~7,938,372~~on ~~votes~~Form in20-F ~~favor,~~for ~~and~~the ~~with~~year ~~4,606~~ended ~~votes~~December ~~against~~31, 2021 and ~~5,824~~the ~~abstentions~~consolidated financial statements included therein.

·Certain ~~Election~~statements in this Report on Form 6-K may constitute “forward-looking statements” within the meaning of ~~members~~the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, ~~the~~statements ~~board~~which contain language such as “believe,” “expect,” “anticipate,” “estimate,” “would,” “may,” “plan,” and “potential.” Forward-looking statements are predictions only, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed in such statements. Many such risks, uncertainties and other factors are taken into account as part of ~~directors~~the Company’s assumptions underlying these forward-looking statements and include, among others, risks related to the following: the Group’s ability to defend its tax filing positions; the timing for receipt of the final tax levy; the timing for ultimate resolution of the tax dispute; the impact of bankruptcy proceedings on the Company and FP GmbH; the ability of FP GmbH to avoid insolvency; the outcome of the DIP proceedings; the sufficiency of the Company’s cash resources; the estimated impact of the final tax assessment on the Company’s liquidity; the availability of relief to avoid double taxation; and the likelihood that FP GmbH will be required to pay additional taxes. Certain of these and other risk factors are identified and described in detail in certain of the Company’s filings with the United States Securities and Exchange Commission, including its Annual Report on Form 20-F for the year ended December 31, 2021.

~~Re-election of the following members to the board of directors as follows:~~SIGNATURE

·Pursuant ~~Florian~~to ~~Schönharting~~the ~~(7,059,046~~requirements ~~votes~~of inthe ~~favor~~Securities Exchange Act of 1934, 0the registrant ~~against~~has ~~and~~duly ~~889~~caused this report to be signed on its behalf by the undersigned,~~756~~ ~~abstentions)~~thereunto duly authorized.

· Duncan Moore (7,926,836 votes in favor, 0 against and 21,966 abstentions)

	FORWARD PHARMA A/S


Date: July 7, 2022	By:	/s/ Claus Bo Svendsen
		Name: Claus Bo Svendsen
		Title: Chief Executive Officer

· Torsten Goesch (7,664,784 votes in favor, 0 against and 284,018 abstentions)

· Grant Hellier Lawrence (7,934,760 votes in favor, 0 against and 14,042 abstentions)

· Jakob Mosegaard Larsen (7,933,500 votes in favor, 0 against and 15,302 abstentions)

· Re-election of Ernst & Young Godkendt Revisionspartnerselskab as the Company’s independent registered public accounting firm with 7,930,868 votes in favor, 0 against and 17,934 abstentions.

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.

Date: May 20, 2022	Forward Pharma A/S
	By:	/s/ Claus Bo Svendsen
		Name: Claus Bo Svendsen
		Title: Chief Executive Officer

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