As filed with the United States Securities and Exchange Commission on May 17, 2017.
Registration No. 333-217417
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARGENX SE
(Exact name of registrant as specified in its charter)
The Netherlands |
| 2836 |
| Not applicable |
Willemstraat 5
4811 AH, Breda, the Netherlands
+31 763 030 488
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
C T Corporation System
111 8th Avenue
New York, New York 10011
(212) 894-8940
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to: |
|
Tim Van Hauwermeiren |
|
Michael H. Bison |
| Geert Verhoeven |
| Petra Zijp |
| Divakar Gupta |
Edwin M. O’Connor |
| Freshfields Bruckhaus Deringer LLP |
| NautaDutilh N.V. |
| Brent B. Siler |
Goodwin Procter LLP |
| Bastion Tower |
| Beethovenstraat 400 |
| Richard C. Segal |
100 Northern Avenue |
| Place du Champ de Mars/ |
| 1082 PR Amsterdam |
| Cooley LLP |
Boston, MA 02210 |
| Marsveldplein 5 |
| The Netherlands |
| 1114 Avenue of the Americas |
(617) 570-1000 |
| B-1050 Brussels, Belgium |
| +31 20 717 1000 |
| New York, NY 10036 |
|
| +32 2 504 7000 |
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| (212) 479-6000 |
Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. o
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), shall determine.
Explanatory Note
The sole purpose of this Amendment No. 4 to the Company’s Registration Statement on Form F-1 is to amend the exhibit index and to submit exhibit 5.1. Accordingly, this Amendment No. 4 consists only of the facing page, this explanatory note, Part II, including the signature page and the exhibit index, and the exhibit filed herewith. This Amendment No. 4 does not contain a copy of the prospectus that was included in Amendment No. 3 to the Company’s Registration Statement on Form F-1 and is not intended to amend or delete any part of the prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
Under Dutch law, members of the board of directors may be liable to the registrant for damages in the event of improper or negligent performance of their duties. They may be jointly and severally liable for damages to the registrant and third parties for infringement of our Articles of Association or certain provisions of the Dutch Civil Code. In certain circumstances, they may also incur additional specific civil and criminal liabilities.
The liability of members of the board of directors and members of our executive management is covered by a directors’ and officers’ liability insurance policy. This policy contains customary limitations and exclusions, such as willful misconduct or intentional recklessness (opzet of bewuste roekeloosheid).
Pursuant to our Articles of Association, the registrant shall indemnify any and all of its directors, officers, former directors and former officers against any and all liabilities, claims, judgments, fines and penalties incurred by them as a result of any threatened, pending or completed action, investigation or other proceeding, whether civil, criminal or administrative, brought by any party other than the registrant itself or its group companies, as defined in the Articles of Association, in relation to acts or omissions in or related to his or her capacity as our director or officer of the registrant, except in relation to claims insofar as they relate to the gaining in fact of personal profits, advantages or remuneration to which the relevant person was not legally entitled, or if the relevant person has been adjudged to be liable for willful misconduct or intentional recklessness. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled otherwise.
The underwriting agreement the registrant will enter into in connection with the offering of ADSs being registered hereby provides that the underwriters will indemnify, under certain conditions, the registrant’s board of directors and its officers against certain liabilities arising in connection with this offering.
Item 7. Recent Sales of Unregistered Securities.
Set forth below are the sales of all securities sold by the registrant within the past three years (i.e., since January 1, 2014, up to the date of this registration statement) which were not registered under the Securities Act:
· A stock split of 1:10 was approved by our shareholders on July 9, 2014, resulting in 4,655,970 ordinary shares with a nominal value of €0.10 per share.
· On July 9, 2014, after the stock split described above, a capital increase took place against the freely distributable reserves. 6,134,535 new ordinary shares with a nominal value of €0.10 per share were issued to the then-original group of investors (on a pre-defined schedule which distributed proportionally more shares to the preference shareholders as compensation for giving up their preference rights).
· On July 10, 2016, a total of 4,914,607 new ordinary shares were offered in our initial public offering on Euronext Brussels, including the ordinary shares issued pursuant to an overallotment option exercised by the underwriters of such public offering.
· In 2015, the registrant issued 97,655 ordinary shares pursuant to the exercise of options at an aggregate exercise price of €238,278.
· In 2016, the registrant issued 140,292 ordinary shares pursuant to the exercise of options at an aggregate exercise price of €493,828.
· In 2017, up to the date of this registration statement, no ordinary shares were issued by the registrant pursuant to the exercise of options.
· On January 22, 2016, the registrant issued 1,480,420 ordinary shares to certain investors for aggregate consideration of €15,973,732 million in cash.
· On June 1, 2016, the registrant issued 2,703,000 ordinary shares to certain investors for aggregate consideration of €30,003,300 million in cash.
These sales were exempt from registration under Section 4(a)(2) of the Securities Act, Rule 701 and/or Regulation S under the Securities Act.
Option Grants
The table below summarizes the share options we granted to the members of our board of directors and our employees within the past three years. The grant of the options and the issuance of common shares upon the exercise of options described in the table below were or will be made pursuant to Regulation S under the Securities Act or Section 4(a)(2) of the Securities Act.
Grant Date |
| Number of |
| Exercise |
| |
June 30, 2014 |
| 109,820 |
| € | 2.44 |
|
September 30, 2014 |
| 194,081 |
| € | 2.44 |
|
September 30, 2014 |
| 55,746 |
| € | 3.95 |
|
December 18, 2014 |
| 585,250 |
| € | 7.17 |
|
June 18, 2015 |
| 60,000 |
| € | 11.38 |
|
June 18, 2015 |
| 56,500 |
| € | 11.44 |
|
September 3, 2015 |
| 3,000 |
| € | 10.34 |
|
December 15, 2015 |
| 243,400 |
| € | 9.47 |
|
May 25, 2016 |
| 288,950 |
| € | 11.47 |
|
June 8, 2016 |
| 60,000 |
| € | 11.376 |
|
December 13, 2016 |
| 363,226 |
| € | 14.13 |
|
Item 8. Exhibits and Financial Statement Schedules.
(a) Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated herein by reference.
(b) Financial Statement Schedules.
All information for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission is either included in the financial statements or is not required under the related instructions or is inapplicable, and therefore has been omitted.
Item 9. Undertakings.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Breda, the Netherlands, on May 17, 2017.
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| ARGENX SE | |
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| By: | /s/ TIM VAN HAUWERMEIREN | |
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| Name: | Tim Van Hauwermeiren |
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| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on May 17, 2017.
Signature |
| Title |
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/s/ TIM VAN HAUWERMEIREN |
| Chief Executive Officer and Director |
Tim Van Hauwermeiren |
| (Principal Executive Officer) |
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/s/ ERIC CASTALDI |
| Chief Financial Officer |
Eric Castaldi |
| (Principal Financial and Accounting Officer) |
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| Chairperson of the Board |
Peter K.M. Verhaeghe, Ph.D. |
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* |
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| Director |
David L. Lacey, M.D. |
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* |
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| Director (and Vice Chairperson) |
Werner Lanthaler, Ph.D. |
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* |
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| Director |
J. Donald deBethizy, Ph.D. |
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* |
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| Director |
Pamela Klein, M.D. |
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* |
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| Director |
A.A. Rosenberg |
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Signature |
| Title | ||
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Puglisi & Associates |
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* |
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By: |
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| Authorized Representativein the United States | |
| Name: Donald J. Puglisi |
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| Title: Managing Director |
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*By: | /s/ TIM VAN HAUWERMEIREN |
| Attorney-in-fact | |
| Name: Tim Van Hauwermeiren |
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EXHIBIT INDEX
Exhibit |
| Description of Exhibit |
1.1* |
| Form of Underwriting Agreement |
3.1* |
| Articles of Association (English translation), as amended |
3.2* |
| Rules for the Board of Directors |
4.1* |
| Form of Deposit Agreement |
4.2* |
| Form of American Depository Receipt (included in Exhibit 4.1) |
5.1 |
| Opinion of Freshfields Bruckhaus Deringer LLP |
10.1* |
| Leases dated April 1, 2016 between argenx BVBA and Bio-Incubator Gent 2 NV |
10.2#* |
| Patent License Agreement, dated February 15, 2012, between the registrant and The Board of Regents of the University of Texas System, as amended |
10.3†* |
| Form of Indemnification Agreement between the registrant and each of its executive officers and directors |
16.1* |
| Letter from PricewaterhouseCoopers Accountants NV, dated April 5, 2017, regarding change in the registrant’s certifying accountant |
21.1* |
| List of Subsidiaries of the registrant |
23.1* |
| Consent of Deloitte Accountants B.V. |
23.2 |
| Consent of Freshfields Bruckhaus Deringer LLP (included in Exhibit 5.1) |
24.1* |
| Power of Attorney (included on signature page to the original filing of this Registration Statement on Form F-1) |
* Previously filed.
† Indicates a management contract or any compensatory plan, contract or arrangement.
# Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the registration statement and filed separately with the United States Securities and Exchange Commission.
