As filed with the Securities and Exchange Commission on March 23, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AFFIMED N.V.
(Exact name of registrant as specified in its charter)
| The Netherlands | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
Technologiepark, Im Neuenheimer Feld 582 69120 Heidelberg, Germany | 69120 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Affimed N.V. Equity Incentive Plan 2014
(Full title of the plan)
Affimed Inc.
1209 Orange Street
Wilmington, Delaware 19801
(Name and address of agent for service)
(212) 450-4000
(Telephone number, including area code, of agent for service)
Copy to:
Sophia Hudson, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4750
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Affimed N.V. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 21,500,000 shares of its common stock, par value €0.01 per share, that may be issued and sold under the Affimed N.V. Equity Incentive Plan 2014. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities, and pursuant to that instruction, the contents of the Registration Statement on Form S-8 (File No. 333-198812) filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2014 are incorporated herein by reference.
Part I
The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Act”). In accordance with the rules and regulations of the SEC and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation by Reference |
The following documents are incorporated hereby reference:
| (a) |
| (b) |
| (c) |
| Item 8. | Exhibits. |
| * | Filed herewith. |
| + | Indicates management contract or compensatory plan. |
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 the City of Heidelberg, Germany, on March 23, 2023.
| AFFIMED N.V. | ||
| By: | /s/ Adi Hoess | |
| Name: Adi Hoess | ||
| Title: | Chief Executive Officer | |
| By: | /s/ Angus Smith | |
| Name: | Angus Smith | |
| Title: | Chief Financial Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Adi Hoess and Angus Smith and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 23, 2023 in the capacities indicated:
Signature | Title | Date | ||
/s/ Adi Hoess Adi Hoess | Chief Executive Officer (Principal Executive Officer) | March 23, 2023 | ||
/s/ Angus Smith Angus Smith | Chief Financial Officer (principal financial officer and principal accounting officer); Authorized Representative in the United States | March 23, 2023 | ||
/s/ Thomas Hecht Thomas Hecht | Supervisory Director | March 23, 2023 | ||
/s/ Bernhard Ehmer Bernhard Ehmer | Supervisory Director | March 23, 2023 | ||
/s/ Ulrich M. Grau Ulrich M. Grau | Supervisory Director | March 23, 2023 | ||
/s/ Annalisa Jenkins Annalisa Jenkins | Supervisory Director | March 23, 2023 | ||
/s/ Uta Kemmerich-Keil Uta Kemmerich-Keil | Supervisory Director | March 23, 2023 | ||
/s/ Mathieu Simon Mathieu Simon | Supervisory Director | March 23, 2023 | ||
/s/ Harry Welten Harry Welten | Supervisory Director | March 23, 2023 | ||
