A bit more bamboozlement.....
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
Dated May 27, 2015
Commission File Number 001-35428
PRIMA BIOMED LTD
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s Name)
Level 7, 151 Macquarie Street
Sydney, 2000 New South Wales, Australia
(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): ¨
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): ¨
Indicate by check 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.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
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.
Dated: May 27, 2015
|
Column 1 |
Column 2 |
Column 3 |
Column 4 |
Column 5 |
| 1 |
|
|
|
|
|
| 2 |
Prima BioMed Ltd |
|
|
|
|
| 3 |
|
|
|
|
|
| 4 |
By: |
|
|
|
|
| 5 |
/s/ Marc Voigt
|
|
|
|
|
| 6 |
|
Name: |
|
Marc Voigt |
|
| 7 |
|
|
|
|
|
| 8 |
Title:
|
|
Chief Executive Officer |
|
|
2
EXHIBIT INDEX
|
Column 1 |
Column 2 |
Column 3 |
| 1 |
|
|
|
| 2 |
Exhibit |
|
|
| 3 |
Description of Exhibit
|
|
|
| 4 |
|
|
|
| 5 |
99.1 |
|
Notice under Section 708A(5)(e) Corporations Act |
3
Exhibit 99.1
Company Announcements Office
Australian Securities Exchange
Notice under Section 708A(5)(e) Corporations Act
On 27th May 2015, Prima BioMed Ltd (“the Company”) issued 28,000,000 fully paid ordinary shares to Ridgeback Capital Investments. These shares were issued due to the conversion of the convertible note held by Bergen Global Opportunity Fund, LP, under the terms of the Share Purchase and Convertible Security Agreement announced on 2nd October 2014, which precipitated a change to the terms of the Agreement with Ridgeback Capital Investments announced on 14th May 2015.
In addition to the above issuance, the Company also issued further securities as detailed in the Appendix 3Bs released on 25th and 26th of May 2015 and in the attached Appendix 3B released today.
Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the “Corporations Act”) that:
|
Column 1 |
Column 2 |
| 1 |
1. |
the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act; |
|
Column 1 |
Column 2 |
| 1 |
2. |
as at the date of this notice the Company has complied with: |
|
Column 1 |
Column 2 |
Column 3 |
| 1 |
(a) |
the provisions of Chapter 2M Corporations Act as they apply to the Company; and |
|
|
Column 1 |
Column 2 |
Column 3 |
| 1 |
(b) |
section 674 Corporations Act; and |
|
|
Column 1 |
Column 2 |
| 1 |
3. |
As at the date of this notice there is no “excluded information” (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company. |
|
Column 1 |
| 1 |
Yours faithfully
Prima BioMed Ltd
|
| 2 |
 |
| 3 |
Deanne Miller |
| 4 |
Company Secretary[/SIZE] |
Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
(20min delay)