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): ~~May~~June 297, 2019

Nightstar Therapeutics plc

(Exact Name of Registrant as Specified in Its Charter)

England and Wales

001-38217

98-1413750

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10 Midford Place, 2^nd Floor

London W1T 5BJ United Kingdom

(Address of Principal Executive Offices)

(Zip Code)

+44 (0)20 7062 2777

(Registrant’s Telephone Number, including Area Code)

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(s)	Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary share, nominal value £0.01 per share	NITE	The Nasdaq Global Market

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

☒	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. ☒

~~Securities~~Item ~~registered~~2.01 ~~pursuant~~Completion toof ~~Section 12(b)~~Acquisition ofor ~~the~~Disposition ~~Act:~~of Assets

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary share, nominal value £0.01 per share		NITE		The Nasdaq Global Market

On June 7, 2019 (the “Effective Date”), pursuant to the Implementation Agreement, dated as of March 4, 2019 (the “Implementation Agreement”), by and among Nightstar Therapeutics plc, a public limited company incorporated in England and Wales (“Nightstar”), Biogen Switzerland Holdings GmbH, a limited liability company incorporated in Switzerland (“Bidder”) and Tungsten Bidco Limited, a limited liability company incorporated in England and Wales and a wholly-owned subsidiary of Bidder (“Bidco”), Bidco acquired the entire issued share capital of Nightstar, par value £0.01 per share (“Nightstar Shares”), for $25.50 in cash per share (the “Consideration”) and Nightstar become a wholly-owned subsidiary of Bidco (the “Acquisition”). Under the terms of the Implementation Agreement, the Acquisition was implemented by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme”).

~~Item~~The 8foregoing description of the Scheme and the Acquisition is not complete and is qualified in its entirety by reference to the Implementation Agreement filed as Exhibit 2.011 –to ~~Other~~Nightstar’s ~~Events:~~Current Report on Form 8-K filed on March 4, 2019, which is incorporated herein in its entirety by reference.

OnItem ~~May 29,~~3.01 ~~2019,~~Notice ~~Nightstar Therapeutics plc (“Nightstar”) issued an announcement updating the expected timetable~~ of ~~events~~ ~~relating~~Delisting toor ~~the~~Failure ~~proposed acquisition of the issued and~~ to beSatisfy ~~issued share capital of Nightstar by Tungsten Bidco Limited,~~ a ~~wholly-owned~~Continued ~~indirect~~Listing ~~subsidiary~~Rule ofor ~~Biogen~~Standard; ~~Inc.,~~Transfer ~~by means~~ of ~~a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. A copy of the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~ Listing

~~Item~~On 9the Effective Date, Nightstar notified the Nasdaq Global Market (“Nasdaq”) that the Scheme had become effective and requested that Nasdaq file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing and registration on Form 25 to effect the delisting from Nasdaq of Nightstar American Depositary Shares (the “Nightstar ADSs”) and the deregistration of the Nightstar ADSs under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).01 –As ~~Financial~~a ~~Statements~~result, Nightstar ADSs will no longer be listed on Nasdaq. Nightstar requested that Nasdaq halt trading in the Nightstar ADSs on June 7, 2019 and ~~Exhibits~~suspend the trading of the Nightstar ADSs effective June 10, 2019. In addition, Nightstar intends to file a certification on Form 15 with the SEC requesting the termination of registration of Nightstar ADSs under Section 12(g) of the Exchange Act and the suspension of Nightstar’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Nightstar ADSs.

~~(d)~~The ~~Exhibits:~~information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

99Item 3.103 ~~Announcement,~~Material ~~dated~~Modification ~~May~~to ~~29,~~Rights ~~2019.~~of Security Holders

~~Overseas~~On the Effective Date, holders of Nightstar ADSs and Nightstar shares ceased to have any rights as shareholders of Nightstar, other than their right to receive the Consideration.

The ~~release~~information set forth in Items 2.01, ~~publication~~3.01 orand ~~distribution~~5.01 of this Current Report on Form 8-K inis ~~jurisdictions~~incorporated ~~other than the United Kingdom and the United States may be restricted~~ by ~~law~~reference ~~and~~in ~~therefore~~this ~~any~~Item persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States (including Restricted Jurisdictions, as defined below) should inform themselves about, and observe, any applicable legal or regulatory requirements3. ~~Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction~~03.

~~Copies~~Item of this Current Report on Form 8-K and any formal documentation relating to the proposed acquisition (the “Acquisition”) are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Nightstar shareholders in that jurisdiction (“Restricted Jurisdiction”), or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction5.01 ~~Doing~~Change ~~so may render invalid any related purported vote~~ in ~~respect~~Control of ~~acceptance of the Acquisition.~~ Registrant

IfOn the ~~Acquisition~~Effective isDate, ~~implemented~~a bychange ~~way~~ of acontrol ~~takeover offer (as that term is defined in section 974~~ of ~~the~~Nightstar ~~UK Companies Act 2006) (“Offer”)~~occurred, ~~the Offer may not (unless otherwise permitted by applicable law~~ and ~~regulation)~~Nightstar beis ~~made,~~now ~~directly~~a ~~or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e~~wholly-~~mail~~owned orsubsidiary ~~other electronic transmission, telex or telephone)~~ of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted JurisdictionBidco.

~~Further~~The ~~details~~information inset ~~relation~~forth toin ~~Nightstar~~Item ~~shareholders~~2.01 inof ~~overseas~~this ~~jurisdictions~~Current isReport ~~contained~~on inForm ~~the~~8-K ~~joint~~is ~~shareholder~~incorporated ~~circular~~by ~~and~~reference into ~~proxy~~this ~~statement~~Item 5.01.

~~Notice~~Item ~~to U~~5.S.02 ~~investors~~Departure inof ~~Nightstar~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

~~The~~On ~~Acquisition relates to~~ the ~~shares~~Effective ofDate, ~~a company incorporated~~ in ~~England~~connection ~~and~~with ~~Wales~~the ~~and~~Acquisition, iseach ~~being made by means~~ of athe seven ~~scheme~~directors of ~~arrangement~~Nightstar ~~provided~~immediately ~~for~~prior ~~under Part 26 of the UK Companies Act 2006 and subject~~ to the ~~proxy~~Acquisition ~~solicitation rules under the Securities Exchange Act of 1934~~ (~~the~~Paula ~~“U.S.~~Cobb, ~~Exchange~~David ~~Act”).~~Fellows, ~~The~~Chris ~~Acquisition~~Hollowood, ~~implemented~~David ~~by way of a scheme of arrangement~~Lubner, isJames ~~not subject to the tender offer rules under the U.S. Exchange Act. If~~McArthur, inDavid ~~the future~~Mott, ~~Tungsten~~and ~~Bidco~~Scott ~~Limited~~Whitcup) ~~exercises~~voluntarily ~~its right~~resigned tofrom ~~implement~~ the ~~Acquisition~~board byof ~~way~~directors of anNightstar ~~Offer,~~and ~~subject~~from toall committees ~~the terms~~ of the ~~implementation~~board ~~agreement,~~of ~~the~~directors ~~Acquisition~~on ~~will~~which bethey ~~made~~served, inand ~~compliance~~the ~~with~~directors ~~applicable~~became ~~United~~Steven ~~States~~Green ~~laws~~ and ~~regulations~~Trevor Mill.

ItAlso ~~may~~on bethe ~~difficult~~Effective ~~for~~Date, ~~U.S.~~following ~~Nightstar~~the ~~shareholders~~Acquisition, ~~and~~the Nightstar ~~ADS~~board ~~Holders~~of todirectors removed ~~enforce~~David ~~their~~Fellows ~~rights~~(Chief ~~and~~Executive ~~any~~Officer), ~~claim~~Gregory ~~arising~~Robinson, ~~out of the U~~PhD.S. ~~federal~~(Chief ~~securities laws~~Scientific Officer), ~~because~~and ~~Nightstar~~Senthil isSundaram ~~located~~(Chief inFinancial ~~a non-U.S. country~~Officer), ~~and~~from ~~some~~their orrespective ~~all~~positions ofas ~~its~~ officers ~~and directors are residents~~ of ~~a non-U~~Nightstar.S. ~~country. U.S.~~ Nightstar ~~shareholders and~~did ~~Nightstar ADS Holders may~~ not beappoint ~~able~~new ~~to sue a non-U.S. company or its~~ officers orto serve ~~directors~~ in asuch ~~non-U~~positions.S. ~~court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.~~

~~SIGNATURE~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

~~Pursuant~~On toJune 10, 2019, the ~~requirements~~Nightstar board of ~~the~~directors ~~Securities~~adopted, ~~Exchange~~amended ~~Act~~and restated articles of ~~1934,~~association pursuant to a special resolution and Nightstar applied to the ~~registrant~~Registrar ~~has~~of ~~duly~~Companies ~~caused~~for ~~this~~England ~~report~~and Wales (i) to bere-register ~~signed~~as ona private limited company, (ii) to change its ~~behalf~~name byto “Nightstar Therapeutics Limited” and (iii) to adopt amended and restated articles of association to reflect the ~~undersigned~~re-registration. ~~hereunto~~On ~~duly~~June 10, ~~authorized~~2019, the Registrar of Companies for England and Wales issued a new certificate of incorporation and re-registration was made effective.

~~Dated:~~Item ~~May 29,~~9.01 ~~2019~~Financial Statements and Exhibits

~~NIGHTSTAR~~(d) ~~THERAPEUTICS~~Exhibits. ~~PLC By: /s/ Bryan Yoon Name: Bryan Yoon Title: General Counsel and Secretary~~


Exhibit No.		Description

2.1		Implementation Agreement, dated March 4, 2019, among Nightstar Therapeutics plc, Biogen Switzerland Holdings GmbH and Tungsten Bidco Limited (incorporated by reference to Exhibit 2.1 of Nightstar’s Current Report on Form 8-K filed on March 4, 2019).

3.1		Amended and restated articles of association of Nightstar Therapeutics Limited, adopted on June 10, 2019.

SIGNATURE

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.

Dated: June 10, 2019


NIGHTSTAR THERAPEUTICS PLC

By:		/s/ Steven Green
		Name: Steven Green
		Title: Director

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