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): December 6 19, 2023

ORCHARD THERAPEUTICS PLC

(Exact name of Registrant as Specified in Its Charter)

England and Wales

001-38722

Not Applicable

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

245 Hammersmith Road

London W6 8PW

United Kingdom

(Address of Principal Executive Offices; Zip Code)

Registrant’s Telephone Number, Including Area Code: +44 (0) 203 808 8286

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(s)

Name of each exchange

on which registered

American Depositary Shares, each representing ten ordinary shares, nominal value £0.10 per share

ORTX

The Nasdaq Capital 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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On December 19, 2023, Orchard Therapeutics plc (the “Company”) held a meeting of shareholders convened with the permission of the High Court of Justice of England and Wales (the “Court” and, such meeting, the “Court Meeting”) and a general meeting of shareholders (the “General Meeting” and, together with the Court Meeting, the “Shareholder Meetings”), in each case in connection with the previously announced transaction whereby Kyowa Kirin Co., Ltd., a Japanese joint stock company (kabushiki kaisha) (“Kyowa Kirin”) and/or its nominee will acquire, subject to the terms and conditions of the Transaction Agreement, dated October 5, 2023, between the Company and Kyowa Kirin, the entire issued and to be issued share capital of the Company (the “Transaction”) pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”).

At the Shareholder Meetings, all of the resolutions set forth in each of the Notice of General Meeting and Notice of Court Meeting (together, the “Notices”) sent to shareholders and filed in the Company’s definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission on November 16, 2023 (the “Proxy Statement”) were duly proposed and passed.

As of 6:30 p.m. (London time) on December 15, 2023, the voting record time for the Shareholder Meetings, the Company’s issued share capital consisted of 182,228,713 ordinary shares carrying one vote each. 115,302,615 ordinary shares of the Company were voted by shareholders present in person or by proxy at the Court Meeting. 115,278,795 ordinary shares of the Company were voted by shareholders present in person or by proxy on the special resolution at the General Meeting, and 113,200,315 ordinary shares of the Company were voted by shareholders present in person or by proxy on the ordinary resolution at the General Meeting. All votes at both the Court Meeting and the General Meeting were conducted on a poll. The total number of record shareholders present and voting by proxy includes one record shareholder who gave instructions for votes to be cast both in favor of the resolution and against the resolution. Where a record shareholder cast votes both for and against the resolution (whether directly or by multiple proxies on its behalf), the record shareholder was considered as voting in favor of the resolution if their votes in favor of the resolution exceeded their votes against the resolution, and otherwise against.

The final results of voting on each of the items submitted to a vote of the Company’s shareholders at the Court Meeting and the General Meeting are set forth below.

Court Meeting

Resolution: To approve (with or without modification) the Scheme of Arrangement between the Company and the holders of the Scheme Shares (as defined in the Scheme of Arrangement).

The Company’s shareholders approved the resolution with the following results:


For		Against
115,139,105		163,510

Of the 23 record shareholders voting on the resolution, 23 record shareholders voted in favor of the resolution and 0 record shareholders voted against the resolution.

General Meeting

Special Resolution: To implement the Scheme of Arrangement, as set out in the Notice of General Meeting, including authorizing the Company’s directors (or a duly authorized committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect and the amendment to the articles of association of the Company as set out in the Notice of General Meeting which is set out in the Proxy Statement.

The Company’s shareholders approved the special resolution with the following results:


For	Against	Withheld
115,112,285	166,510	2,670

Ordinary Resolution: To approve the non-binding advisory proposal to approve certain compensation arrangements as set out in the Notice of General Meeting as set out in the Proxy Statement.

The Company’s shareholders approved the ordinary resolution (on a non-binding, advisory basis) with the following results:


For	Against	Withheld
98,485,961	14,714,354	2,081,150

Further information regarding each of the foregoing resolutions is set forth in the Notices and Proxy Statement.

Item 7.01

Regulation FD Disclosure.

All shareholder and regulatory approvals required for the Transaction have now been obtained. The completion of the Transaction remains subject to the sanction by the Court and other customary closing conditions. The Court hearing to sanction the Transaction is currently scheduled for January 22, 2024, and the completion of the Transaction is expected to occur shortly thereafter in accordance with the expected timetable as set out in the Proxy Statement.

The information contained in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 8.01

Other Events.

AsScheme ~~previously~~Court ~~disclosed,~~Hearing onTiming ~~October 5, 2023, Orchard Therapeutics plc, a public limited company incorporated under the laws of England~~ and ~~Wales~~Attendance (the “Company” or “Orchard”) entered into a Transaction Agreement (the “Transaction Agreement”) with Kyowa Kirin Co., Ltd., a Japanese joint stock company (“Kyowa Kirin”). The Transaction Agreement provides, among other things, that subject to the terms and conditions thereof, Kyowa Kirin will acquire the entire issued or to be issued share capital of the Company pursuant to a scheme of arrangement under Part 26 of the U.K. Companies Act 2006 (the “Scheme of Arrangement”, and such acquisition, the “Transaction”).

The ~~closing~~Court has listed the hearing of the ~~transactions~~Company’s ~~contemplated~~application byto sanction the ~~Transaction~~Scheme ~~Agreement~~of Arrangement for January 22, 2024 (the “Scheme Court Hearing”). Details of the Scheme Court Hearing (including the time and name of the Judge) will be available on the Business and Property Courts Rolls Building Cause List (under the heading “Insolvency & Companies Court List (Chancery Division)”) at https://www.gov.uk/government/publications/business-and-property-courts-rolls-building-cause-list on the day before the Scheme Court Hearing. The dates and times are indicative only and are subject to change. Any person is entitled to attend the ~~receipt~~Scheme ofCourt ~~approvals~~Hearing orand ~~clearances~~may ~~under~~obtain ~~certain~~a ~~foreign~~link ~~direct~~to ~~investment~~attend ~~laws~~remotely by writing to the Chancery Division Listings Office at: chanceryjudgeslisting@justice.gov.uk ~~All~~who ~~such~~will ~~approvals~~put orthem ~~clearances~~in ~~thereof~~touch ~~under~~with the ~~applicable~~relevant ~~foreign~~person. ~~direct~~Any ~~investment~~Scheme ~~laws~~Shareholder ~~have~~(as ~~now~~defined ~~been~~in ~~obtained~~the Scheme of Arrangement) wishing to make submissions at the Scheme Court Hearing should also write to the Company’s solicitors, Slaughter and May, by 12:00 p.m. (London time) on January 16, 2024, at: OTXSanctionHearing@slaughterandmay.com.

Receipt of such approvals or clearances satisfies a certain condition to the closing of the Transaction. The closing of the Transaction remains subject to the satisfaction or waiver of the remaining conditions to the Transaction set forth in the Transaction Agreement.

Additional Information and Where to Find It

In connection with the proposed transaction between Kyowa Kirin and Orchard, Orchard has filed with the Securities and Exchange Commission (the “SEC”) a Proxy Statement, the definitive version of which is being mailed to Orchard security holders. Orchard may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which Orchard may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT OF ORCHARD, IN ACCORDANCE WITH THE REQUIREMENTS OF THE U.K. COMPANIES ACT 2006) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain a free copy of the Proxy Statement and other relevant documents containing important information about Kyowa Kirin, Orchard and the proposed transaction (if and when they become available) once such documents are filed with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Orchard will be available free of charge on Orchard’s website at ir.orchard-tx.com or by contacting Orchard’s Investor Relations Department at investors@orchard-tx.com.

Participants in the Solicitation

Orchard and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Orchard’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Orchard’s proxy statements for its (i) 2023 annual general meeting of shareholders, which was filed with the SEC on April 27, 2023, (ii) December 19, 2023 court meeting and general meeting of shareholders, which was filed with the SEC on November 16, 2023 and its subsequent statements of beneficial ownership on file with the SEC. Orchard shareholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of Orchard directors and executive officers in the transaction, which may be different than those of Orchard shareholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements are based on Orchard’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond the Company’s control, and are not guarantees of future results, such as statements about the ~~FDA’s~~anticipated ~~review~~timing of the ~~Company’s~~completion ~~BLA~~of ~~for~~the ~~OTL-200~~Transaction, including in connection with the ~~FDA’s~~sanction ~~intention~~of ~~not~~the toHigh ~~schedule~~Court anof ~~Advisory~~Justice ~~Committee~~of ~~meeting~~England and Wales and the ~~target~~satisfaction ~~action~~of ~~date~~other onclosing conditions to consummate the ~~BLA~~Transaction. These and other forward-looking statements, are not guarantees of future results and are inherently subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Factors that may affect the future results of the Company are set forth in the Company’s filings with the SEC, including the Company’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in the SEC, filings cited above are not exclusive and further information concerning the Company and its business, including factors that potentially could materially affect the Company’s business, financial conditions or operating results, may emerge from time to time. Moreover, other risks and uncertainties of which the Company is not currently aware may also affect the Company’s forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Except as required by law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

No ~~Offer~~such statements and caution must be exercised in relying on forward-looking statements. Factors that may affect the future results of the Company are set forth in the Company’s filings with the SEC, including the Company’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in the SEC, filings cited above are not exclusive and further information concerning the Company and its business, including factors that potentially could materially affect the Company’s business, financial conditions or ~~Solicitation~~operating results, may emerge from time to time. Moreover, other risks and uncertainties of which the Company is not currently aware may also affect the Company’s forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Except as required by law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

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.

ORCHARD THERAPEUTICS PLC

Date: December 8, 2023

/s/ Frank E. Thomas

Date: December 19, 2023

/s/ Frank E. Thomas

Frank E. Thomas

President and Chief Operating Officer

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