Amarin Corporation plc filed SEC Form 8-K: Material Modification to Rights of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

* * *

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.