UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

June 16, 2020

Royalty Pharma plc

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (212) 883-0200

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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 1.01. Entry into a Material Definitive Agreement

In connection with the initial public offering by Royalty Pharma plc (the “Company”) of its Class A ordinary shares, par value $0.0001 per share, described in the Registration Statement on Form S-1 (File No. 333-238632), as amended (the “Registration Statement”), the following agreements were entered into:

The Exchange Agreement, Management Agreement, ICAV Management Agreement and Registration Rights Agreement are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms described in the Registration Statement.

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the reorganization incident to the IPO, the Company issued 294,175,555 shares of Class B Ordinary Shares, par value $0.000001 per share (the “Class B Ordinary Shares”), to RPI US Partners 2019, LP and RPI International Holdings 2019, LP, which includes certain members of the Company’s management and board of directors. The Class B Ordinary Shares were issued for nominal consideration in reliance on the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that the transaction did not involve a public offering.

Effective June 16, 2020, Catherine Engelbert was appointed to serve as a new member of our Board of Directors. The Board has determined that Ms. Engelbert meets the independence standards adopted by the Board in compliance with the Nasdaq Global Select Market corporate governance listing standards and Item 407(a) of Regulation S-K.

Ms. Engelbert does not have any family relationships with any of the executive officers or directors of the Company. There are no arrangements or understandings between Ms. Engelbert and any other person pursuant to which she was appointed as a director of the Company.

Ms. Engelbert will receive compensation pursuant to the Company’s Independent Director Compensation Policy, as described in the Registration Statement.

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

On June 16, 2020, the Company adopted its Articles of Association (the “Articles of Association”). The Articles of Association are filed herewith as Exhibit 3.1. The terms of the Articles of Association are substantially the same as the terms set forth in the forms previously filed as Exhibit 3.1 to the Registration Statement.

On June 16, 2020, Royalty Pharma Holdings Ltd. adopted its Articles of Association (the “RP Holdings Articles of Association”). The RP Holdings Articles of Association are filed herewith as Exhibit 3.2. The terms of the RP Holdings Articles of Association are substantially the same as the terms set forth in the forms previously filed as Exhibit 3.2 to the Registration Statement.

On June 18, 2020, the Company completed the initial public offering of 89,333,920 shares of its Class A ordinary shares pursuant to a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission at a price to the public of $28.00 per share. The Company offered 71,652,250 Class A ordinary shares and the selling shareholders offered 17,681,670 Class A ordinary shares. The number of Class A ordinary shares issued at closing included the exercise in full of the underwriters’ option to purchase 11,652,250 additional Class A ordinary shares from the company.

Item 9.01. Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    June 19, 2020