UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 6-K
__________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May, 2015
Commission File Number: 001-36619
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Affimed N.V.
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Im Neuenheimer Feld 582,
69120 Heidelberg,
Germany
(Address of principal executive offices)
__________________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
AFFIMED N.V.
On May 12, 2015 Affimed N.V. issued a press release announcing its 2015 annual general meeting of shareholders and made available to its shareholders certain other materials in connection with such meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Heidelberg, Germany, May 12, 2015.
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AFFIMED N.V.
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By:
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/s/ Adi Hoess
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Name:
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Adi Hoess
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Title:
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Chief Executive Officer
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By:
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/s/ Florian Fischer
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Name:
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Florian Fischer
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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Description of Exhibit
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1
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Press Release dated May 12, 2015
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2
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Invitation convening the annual general meeting of shareholders
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3
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English language translation of notice convening the annual general meeting of shareholders
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4
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Agenda including explanation
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5
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Powers of attorney
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FOR IMMEDIATE RELEASE
Affimed N.V. Announces Shareholder Meeting
Heidelberg, Germany, May 12, 2015 – Affimed N.V. (Nasdaq: AFMD), a clinical-stage biopharmaceutical company developing highly targeted cancer immunotherapies, today announced that a General Meeting of Shareholders will be held on June 9, 2015. The meeting will be held at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, The Netherlands. The meeting will start at 15.00 hrs. CET.
The notice and agenda of the general meeting are available free of charge in the Investor Relations Section under “Notice to convene the Annual General Meeting of Shareholders of Affimed N.V.” of Affimed's corporate website at www.affimed.com. It is also available on the SEC's website at www.sec.gov.
About Affimed N.V.
Affimed N.V. (Nasdaq: AFMD) is a clinical-stage biopharmaceutical company focused on discovering and developing highly targeted cancer immunotherapies. Affimed’s product candidates are being developed in the field of immuno-oncology, which represents an innovative approach to cancer treatment that seeks to harness the body’s own immune defenses to fight tumor cells. The most potent cells of the human defense arsenal are types of white blood cells called Natural Killer cells, or NK-cells, and T-cells. Affimed’s proprietary, next-generation bispecific antibodies, called TandAbs for their tandem antibody structure, are designed to direct and establish a bridge between either NK-cells or T-cells and cancer cells, triggering a signal cascade that leads to the destruction of cancer cells. Affimed has focused its research and development efforts on three proprietary TandAb programs for which it retains global commercial rights.
Contact:
Affimed N.V.
Adi Hoess, CEO
Phone: +49 6221 65307-0
E-Mail: IR@affimed.com
Exhibit 2
Invitation
Annual General Meeting of Shareholders
Affimed N.V
Heidelberg, May 11, 2015
Dear Shareholder,
On behalf of Affimed N.V. (the “Company”) it is a pleasure to invite you to attend the Annual General Meeting of Shareholders (“AGM”) on Tuesday June 9, 2015. The meeting will be held at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, The Netherlands. The meeting will start at 15.00 hrs. CET.
The business to be conducted at this AGM is set out in the Agenda together with the explanatory notes to the Agenda. You can find the Agenda and other related documents and further information regarding registration and voting by proxy on our website at www.affimed.com. They are also available for inspection at the offices of the Company.
Meeting attendance
Shareholders may attend the meeting if they (i) are a shareholder of the Company on May 12, 2015 (the "Record Date"), (ii) are registered in the shareholders register of the Company on the Record Date, and (iii) have given notice in writing to the Company prior to June 5, 2015 to attend the meeting. The notice will contain the name and the number of shares the person will represent in the meeting.
Registered holders
A shareholder whose ownership is registered directly in the Company's shareholder register on the Record Date (such shareholders, the "Registered Holders") and who wishes to be represented by a proxy must submit a signed proxy to the Company prior to June 5, 2015 to the following contact person via fax or email. These shareholders will receive a confirmation of receipt of proxy from the Company.
Affimed N.V., Im Neuenheimer Feld 582, 69120 Heidelberg, Germany
Attn: Michael Wolf
Fax: +49 6221 65307 77
Email: m.wolf@affimed.com
Beneficial Owners
Shareholders holding their shares in an account at a bank, a financial institution, an account holder or other financial intermediary (such shareholders, the “Beneficial Owners”) on the Record Date, must also have their financial intermediary or their agent with whom the shares are on deposit issue a proxy to them which confirms they are
authorized to take part in and vote at the AGM. These Beneficial Owners must (i) notify the Company of their intention to attend by submitting their name and number of shares beneficially owned notice in writing to the Company prior to June 5, 2015, and (ii) bring the proxy received from their financial intermediary to the meeting.
For further information, please contact Michael Wolf, at Affimed N.V., Im Neuenheimer Feld 582, 69120 Heidelberg, Germany, Fax: +49 6221 65307 77, or via e-mail m.wolf@affimed.com.
I look forward to your participation on June 9, 2015 at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, The Netherlands.
Yours sincerely,
On behalf of the Management Board,
A. Hoess
Chief Executive Officer
Exhibit 3
English language translation of the convening notice published in a Dutch national newspaper.
"Shareholders of Affimed N.V. are invited to attend the annual general meeting which will be held on June 9, 2015, 15.00 hours at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, The Netherlands. The record date for the meeting is May 12, 2015. The agenda, the annual accounts and the procedure for attending the meeting are available for inspection at the office of the company: In Neuenheimer Feld 582, D-69120 Heidelberg, Germany and at www.affimed.com."
Exhibit 4
ANNUAL GENERAL MEETING OF SHAREHOLDERS
AFFIMED N.V.
to be held on Tuesday, June 9, 2015 at 15.00 hrs. (CET) at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, The Netherlands.
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Agenda
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1.
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Opening
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Non-voting
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2.
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Overview of the Company’s business, financial situation and sustainability
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Non-Voting
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3.
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Discussion of the Remuneration Policy for the Management Board (the “Remuneration Policy”) for the financial year 2014
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Non-Voting
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4.
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Discussion of the 2014 Statutory Annual Report and proposal to adopt the financial statements for the financial year 2014, as prepared in accordance with Dutch law
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Voting item
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5.
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Clarification of the Company’s reserves and dividend policy
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Non-Voting
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6.
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Discharge of the managing directors for their management during the financial year 2014
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Voting item
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7.
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Discharge of the supervisory directors for their supervision during the financial year 2014
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Voting item
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8.
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Appointment of a new supervisory director: Dr. Ulrich M. Grau
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Voting item
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9.
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Appointment of the auditor for the financial year 2015
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Voting item
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10.
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Authorization to acquire shares
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Voting item
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11.
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Any other business
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Non-Voting
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12.
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Closing
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Non-Voting
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Explanatory Notes to the Agenda
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1
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Opening
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2
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Overview of the Company’s business, financial situation and sustainability
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This agenda item includes an account of the Company’s business and financial situation during the financial year 2014.
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3
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Discussion of the Remuneration Policy for the Management Board (the “Remuneration Policy”) for the financial year 2014
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In accordance with Article 2:135 (5a) of the Dutch Civil Code, the execution of the Remuneration Policy in 2014, as outlined in the Company's 2014 Statutory Annual Report, will be discussed.
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4
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Discussion of the 2014 Statutory Annual Report and proposal to adopt the financial statements for the financial year 2014, as prepared in accordance with Dutch law
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The Company has prepared its financial statements in accordance with Dutch law and International Financial Reporting Standards ("IFRS") (“Statutory Annual Accounts”).
For internal and external reporting purposes, the Company follows IFRS. IFRS is the Company’s primary accounting standard. The Statutory Annual Accounts are the annual accounts that are being submitted to the general meeting for adoption.
KPMG N.V. has audited the Statutory Annual Accounts and has issued an auditor's report thereon.
It is proposed to adopt the Statutory Annual Accounts for the financial year 2014.
The Statutory Annual Accounts as prepared in accordance with Dutch law, are published on the Company’s website and are also available from the Company.
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5
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Clarification of the Company’s reserves and dividend policy
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The Management Board will give an explanation of the Company’s reserves and dividend policy as outlined in the Company’s 2014 Statutory Annual Report.
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6
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Discharge of the managing directors for their management during the financial year 2014
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It is proposed to discharge the managing directors from all liability in respect of the performance of their management duties during the financial year 2014.
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7
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Discharge of the supervisory directors for their supervision during the financial year 2014
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It is proposed to discharge the supervisory directors from all liability in respect of the performance of their supervision duties during the financial year 2014.
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8
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Appointment of a new supervisory director: Dr. Ulrich M. Grau
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The term of appointment of Dr. Frank Mühlenbeck as supervisory director will end at the end of this general meeting. In replacement of Dr. Mühlenbeck, the Supervisory Board has resolved in its meeting of March 19, 2015, on the recommendation of the nominating and corporate governance committee, to nominate Dr. Ulrich M. Grau for appointment as Supervisory Board director for a term ending at the end of the annual general meeting of the Company to be held in 2018. The nomination of Dr. Grau is made in accordance with article 7.6.2. of the Company's articles of association.
Dr. Grau was born in Stuttgart, Germany, has the German and US nationality and has served as an advisor to our board since May 2013. He has over 30 years of experience in the biotechnology and pharmaceutical industries including general management, business development, corporate strategy and the development of new products and technologies. Dr. Grau was Chief Operating Officer at Micromet from 2011 to 2012. Between 2006 and 2010, Dr. Grau was a founder, President and CEO of Lux Biosciences, Inc., a clinical stage ophthalmic company. Previously, Dr. Grau served as President of Research and Development at BASF Pharma/ Knoll where he directed a global R&D organization whose development pipeline included Humira. The majority of his career was at Aventis Pharma, where he last held the position of senior VP of global late stage development. Lantus® is based on his inventions made during his early years as a scientist with Hoechst AG. Dr. Grau received his Ph.D. in chemistry and biochemistry from the University of Stuttgart and spent three years as a post-doctoral fellow at Purdue University in the field of protein crystallography.
The Supervisory Board nominates Dr. Grau for appointment as a member of the Supervisory Board particularly because of Dr. Grau’s extensive experience in the fields of business development, corporate strategy and the development of new products and technologies.
Dr. Grau's experience and background fit very well in the profile the Supervisory Board drafted for this position. The appointment of Dr. Grau will be for a maximum term of three years, with the possibility to extend for consecutive terms of a maximum of four years, up to a total maximum term of twelve years.
Dr. Grau does not hold any shares in the capital of the Company.
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9
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Appointment of the auditor for the financial year 2015
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It is proposed to appoint KPMG N.V. as auditor of the annual accounts of the Company for the financial year ending December 31, 2015.
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10
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Authorization to acquire shares
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On September, 12, 2014, with effect from September 17, 2014, the Management Board was authorised at the general meeting to acquire shares in the Company's own share capital for a period of eighteen months. The general meeting is requested to renew this authorisation for a period of eighteen months, being the maximum term permitted by Dutch law.
The purpose of the proposal is to create flexibility to return capital to the shareholders Furthermore the authorization can be used to acquire common shares to cover the Company's obligations related to share-based remuneration. Repurchased common shares may also be used to cover other obligations of the Company to deliver common shares.
It is proposed to authorize the Management Board, subject to the approval by the Supervisory Board, for a period of 18 months, with effect from June 9, 2015, to acquire common shares, on NASDAQ or otherwise, at a price between the nominal value and a price equal to 110% of the market price of the common shares on NASDAQ; the market price being the average of the closing prices on the five trading days prior to the date of the acquisition.
The number of common shares the Company may acquire and hold, will not exceed 10% of the issued share capital per June 9, 2015. In case of repurchase for capital reduction purposes, the number of common shares that the Company may acquire and hold will be increased with an additional 10% of such issued share capital. The higher maximum of common shares that may be held is intended to allow the Management Board to execute such share repurchase programs in an efficient and expedited manner.
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11
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Any other business
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12
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Closing
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***
Exhibit 5
POWER OF ATTORNEY
AGM AFFIMED N.V.
JUNE 9, 2015
(FOR LEGAL ENTITY)
[insert full name], a legal entity organized and existing under the laws of [insert country], with its corporate seat in [insert name city], having its offices in [insert address], [with DTC participant number: [●]]1 (the "Grantor") herewith grants a power of attorney to (please check the box that is applicable):
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□
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________________________________________ (possibility to include name of authorized person)
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□
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each of Michael Wolf and Eva Suendermann, both retained by Affimed N.V. (as defined below) (each a "Company Attorney"),
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(the "Attorney"), to represent the Grantor, as shareholder of Affimed N.V., a limited liability company (naamloze vennootschap) organized and existing under the laws of the Netherlands, with its corporate seat in Amsterdam, The Netherlands, with address at Im Neuenheimer Feld 582, D-69120 Heidelberg, Germany, registered with the Trade Register of the Chamber of Commerce under file number 60673389 (the "Company") at the Annual General Meeting of Shareholders of the Company to be held at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, The Netherlands, on June 9 2015, at 15.00 hrs. (CET) (the “General Meeting”), and (i) to exercise in the name of the Grantor at the General Meeting any and all voting rights attached to the shares in the capital of the Company which were held by the Grantor at the record date of the General Meeting (May 12, 2015) and (ii) to vote all shares held at the record date in favor of the proposals as stated in the agenda for the General Meeting unless stated otherwise below:
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1
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If applicable, please include the DTC participant number and provide the omnibus proxy granted by DTC to the Company.
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Agenda item 4
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Discussion of the 2014 Statutory Annual Report and proposal to adopt the financial statements for the financial year 2014, as prepared in accordance with Dutch law
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
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Agenda item 6
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Discharge of the managing directors for their management during the financial year 2014
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
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Agenda item 7
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Discharge of the supervisory directors for their supervision during the financial year 2014
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
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Agenda item 8
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Appointment of a new supervisory director: Mr. Ulrich M. Grau
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
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Agenda item 9
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Appointment of the auditor for the financial year 2015
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
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Agenda item 10
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Authorization to acquire shares
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
Each Company Attorney, if authorised pursuant to this power of attorney, may grant a power of attorney to another person employed by the Company to perform, directly or indirectly, acts in Grantor's name within the limits of this power of attorney. The other person shall (also) be an Attorney for the purposes of this power of attorney.
The Grantor undertakes to ratify or confirm anything which the Attorney shall do or lawfully purport to do by virtue of this instrument, and shall indemnify the Attorney and keep the Attorney indemnified against and shall reimburse the Attorney for any costs, losses, suits, claims, demands, obligations, liabilities and damages which he may suffer or incur arising out of the exercise of his powers pursuant to this instrument.
Finally, the undersigned hereby represents and warrants to have full power and authority to execute this instrument on behalf of the Grantor, and that pursuant to this instrument the Attorney can validly represent the Grantor.
This power of attorney shall be governed by the laws of the Netherlands.
- Signature page follows -
Signed in __________________________ on _ _________________, 2015.
__________________________________
Please fax or email a copy to:
Affimed N.V.
Attn. Michael Wolf
faxnumber: +49 62216530777
email: m.wolf@affimed.com
Please mail the original power of attorney to:
Affimed N.V.
Attn. Michael Wolf
Im Neuenheimer Feld 582
69120 Heidelberg, Germany
POWER OF ATTORNEY
AGM AFFIMED N.V.
JUNE 9, 2015
(FOR NATURAL PERSON)
[insert full name], having its address at [insert address + country] (the "Grantor") herewith grants a power of attorney to (please check the box that is applicable):
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□
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________________________________________ (possibility to include name of authorized person)
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□
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each of Michael Wolf and Eva Suendermann, both retained by Affimed N.V. (as defined below) (each a "Company Attorney")
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(the "Attorney"), to represent the Grantor, as shareholder of Affimed N.V., a limited liability company (naamloze vennootschap) organized and existing under the laws of the Netherlands, with its corporate seat in Amsterdam, The Netherlands, with address at Im Neuenheimer Feld 582, D-69120 Heidelberg, Germany, registered with the Trade Register of the Chamber of Commerce under file number 60673389 (the "Company") at the Annual General Meeting of Shareholders of the Company to be held at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, The Netherlands, on June 9 2015, at 15.00 hrs. (CET) (the “General Meeting”), and (i) to exercise in the name of the Grantor at the General Meeting any and all voting rights attached to the shares in the capital of the Company which were held by the Grantor at the record date of the General Meeting (May 12, 2015) and (ii) to vote all shares held at the record date in favor of the proposals as stated in the agenda for the General Meeting unless stated otherwise below:
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Agenda item 4
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Discussion of the 2014 Statutory Annual Report and proposal to adopt the financial statements for the financial year 2014, as prepared in accordance with Dutch law
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
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Agenda item 6
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Discharge of the managing directors for their management during the financial year 2014
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
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Agenda item 7
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Discharge of the supervisory directors for their supervision during the financial year 2014
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
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Agenda item 8
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Appointment of a new supervisory director: Mr. Ulrich M. Grau
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
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Agenda item 9
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Appointment of the auditor for the financial year 2015
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
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Agenda item 10
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Authorization to acquire shares
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# Shares
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For
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# Shares
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Against
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# Shares
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Abstain
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| o | o | o |
Each Company Attorney, if authorised pursuant to this power of attorney, may grant a power of attorney to another person employed by the Company to perform, directly or indirectly, acts in Grantor's name within the limits of this power of attorney. The other person shall (also) be an Attorney for the purposes of this power of attorney.
The Grantor undertakes to ratify or confirm anything which the Attorney shall do or lawfully purport to do by virtue of this instrument, and shall indemnify the Attorney and keep the Attorney indemnified against and shall reimburse the Attorney for any costs, losses, suits, claims, demands, obligations, liabilities and damages which he may suffer or incur arising out of the exercise of his powers pursuant to this instrument.
Finally, the undersigned hereby represents and warrants to have full power and authority to execute this instrument on behalf of the Grantor, and that pursuant to this instrument the Attorney can validly represent the Grantor.
This power of attorney shall be governed by the laws of the Netherlands.
- Signature page follows -
Signed in __________________________ on _ _________________, 2015.
__________________________________
Please fax or email a copy to:
Affimed N.V.
Attn. Michael Wolf
faxnumber: +49 62216530777
email: m.wolf@affimed.com
Please mail the original power of attorney to:
Affimed N.V.
Attn. Michael Wolf
Im Neuenheimer Feld 582
69120 Heidelberg, Germany