As filed with the Securities and Exchange Commission on November 16, 2015
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ARGOS THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 56-2110007 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
4233 Technology Drive Durham, North Carolina | 27704 |
| (Address of Principal Executive Offices) | (Zip Code) |
2014 Stock Incentive Plan
(Full Title of the Plan)
Jeffrey D. Abbey
Chief Executive Officer
Argos Therapeutics, Inc.
4233 Technology Drive
Durham, North Carolina 27704
(Name and Address of Agent For Service)
(919) 287-6300
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☐ |
| (Do not check if a smaller reporting company) | |
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
| Common Stock, $0.001 par value per share | 786,296 | $4.23(3) | $3,326,032(3) | $335.00 |
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Represents additional shares of Common Stock authorized for issuance under the 2014 Stock Incentive Plan. Shares issuable upon exercise of the options granted under the 2014 Stock Incentive Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on April 11, 2014 (Registration No. 333-195223). |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on November 13, 2015.[1] |
[1] Assumes that no options for any of these additional shares being registered are outstanding.
Statement of Incorporation by Reference
This registration statement on Form S-8 is being filed to register the offer and sale of an additional 786,296 shares of common stock, $0.001 par value per share, of Argos Therapeutics, Inc. (the “Registrant”) reserved on January 1, 2015 for issuance for awards granted under the Registrant’s 2014 Stock Incentive Plan, pursuant to the terms of such plan. In accordance with General Instruction E to Form S-8, this registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on April 11, 2014 (Registration No. 333-195223).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Durham, North Carolina, on this 16th day of November, 2015.
| ARGOS THERAPEUTICS, INC. | |||
| By: | /s/ Jeffrey D. Abbey | ||
| Jeffrey D. Abbey | |||
| President and Chief Executive Officer | |||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Argos Therapeutics, Inc. hereby severally constitute and appoint Jeffrey D. Abbey and Lori R. Harrelson, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Argos Therapeutics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |
| /s/ Jeffrey D. Abbey | President, Chief Executive Officer and Director | November 16, 2015 | |
| Jeffrey D. Abbey | (Principal Executive Officer) | ||
| /s/ Lori R. Harrelson | Vice President of Finance | November 16, 2015 | |
| Lori R. Harrelson | (Principal Financial Officer and Principal Accounting Officer) | ||
| /s/ Hubert Birner, Ph.D. | Director | November 16, 2015 | |
| Hubert Birner, Ph.D. | |||
| /s/ Robert F. Carey | Director | November 16, 2015 | |
| Robert F. Carey | |||
| /s/ Andrei Petrov | Director | November 16, 2015 | |
| Andrei Petrov | |||
| /s/ Brian J. Underdown, Ph.D. | Director | November 16, 2015 | |
| Brian J. Underdown, Ph.D. | |||
| /s/ Sander van Deventer, M.D., Ph.D. | Director | November 16, 2015 | |
| Sander van Deventer, M.D., Ph.D. | |||
| /s/ Philippe Van Holle | Director | November 16, 2015 | |
| Philippe Van Holle | |||
| /s/ Alexey Vinogradov, Ph.D. | Director | November 16, 2015 | |
| Alexey Vinogradov, Ph.D. |
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INDEX TO EXHIBITS
| Number | Description |
| 4.1 (1) | Restated Certificate of Incorporation of the Registrant |
| 4.2 (2) | Amended and Restated By-laws of the Registrant |
| 5 | Opinion of Hutchison PLLC, corporate counsel to the Registrant |
| 23.1 | Consent of Hutchison PLLC (included in Exhibit 5) |
| 23.2 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm |
| 24 | Power of attorney (included on the signature pages of this registration statement) |
| 99.1 (3) | 2014 Stock Incentive Plan |
____________
| (1) | Previously filed with the Securities and Exchange Commission on February 18, 2014 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35443) and incorporated herein by reference. |
| (2) | Previously filed with the Securities and Exchange Commission on February 18, 2014 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-35443) and incorporated herein by reference. |
| (3) | Previously filed with the Securities and Exchange Commission on January 21, 2014 as Exhibit 10.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193137) and incorporated herein by reference. |
