On April 12, 2022, Affimed N.V. (“Affimed” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, SVB Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 22,500,000 of the Company’s common shares (the “Underwritten Shares”), as well as an additional 3,375,000 common shares to be sold pursuant to the full exercise of the option to purchase over-allotment shares granted to the Underwriters (the “Over-Allotment Shares”). The price to the public in the Offering is $4.00 per share, and the Underwriters have agreed to purchase the common shares from the Company pursuant to the Underwriting Agreement at a price of $3.76 per share. The net proceeds to the Company from the Offering of the Underwritten Shares and the Over-Allotment Shares are expected to be approximately $97.0 million, after deducting underwriting discounts and other estimated offering expenses payable by the Company. All of the common shares in the Offering are being sold by the Company.
The Offering is being made pursuant to the Company’s effective registration statement on Form F-3 (Registration Statement No. 333-260946) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. Copies of the opinions of De Brauw Blackstone Westbroek N.V. relating to the validity of the Underwritten Shares and the Over-Allotment Shares issued and sold in the Offering are attached as Exhibit 5.1 hereto and Exhibit 5.2 hereto, respectively.
INCORPORATION BY REFERENCE
This Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Number 333-260946), Form F-3 (Registration Number 333-251648) and Form S-8 (Registration Number 333-198812) of Affimed N.V. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
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