UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December, 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)
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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 December 16, 2015 Affimed N.V. convened an extraordinary general meeting of shareholders to be held on January 21, 2016 and made available to its shareholders certain other materials in connection with such meeting.
Such materials are attached as exhibits to this Form 6-K and are incorporated by reference herein.
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, December 16, 2015.
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AFFIMED N.V.
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| By: | /s/ Adi Hoess | |||
| Name: | Adi Hoess | |||
| Title: | Chief Executive Officer | |||
| By: | /s/ Florian Fischer | |||
| Name: | Florian Fischer | |||
| Title: | Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
| 1 | Invitation convening the extraordinary general meeting of shareholders |
| 2 | English language translation of notice convening the extraordinary general meeting of shareholders |
| 3 | Agenda including explanation |
| 4 | Powers of attorney |
Exhibit 1
Invitation
Extraordinary General Meeting of Shareholders
Affimed N.V
Heidelberg, December 16, 2015
Dear Shareholder,
On behalf of Affimed N.V. (the “Company”) it is a pleasure to invite you to attend the Extraordinary General Meeting of Shareholders (“EGM”) on Thursday January 21, 2016. The meeting will be held at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands. The meeting will start at 15:00 hrs. CET.
The business to be conducted at this EGM 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.
Record Date
The record date, which is the date for the determination of the shareholders entitled to vote at the EGM is December 24, 2015 (the "Record Date"), which is the 28th day prior to the date of the EGM.
Meeting attendance
Shareholders may attend the meeting if they (i) are a shareholder of the Company on 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 of their intention to attend the meeting prior to January 18, 2016, 18:00 hrs. CET. The notice will contain the name and the number of shares the person will represent in the meeting.
Shareholders of Record
A shareholder whose ownership is registered directly in the Company's shareholder register on the Record Date (such a shareholder, a "Shareholder of Record") and who wishes to be represented by a proxy must submit a signed proxy to the Company prior to January 18, 2016, 18:00 hrs. CET, to the following contact person via fax or email. A Shareholder of Record will receive a confirmation of receipt of proxy from the Company.
Affimed N.V., Im Neuenheimer Feld 582, 69120 Heidelberg, Germany
Attn: Susanne Dreier
Fax: +49 6221 65307 49
Email: s.dreier@affimed.com
Beneficial Owners
A shareholder holding its shares in an account at a bank, a financial institution, an account holder or other financial intermediary (such a shareholder, a “Beneficial Owner”) on the Record Date, must also have its financial intermediary or its agent with whom the shares are on deposit issue a proxy to it which confirms it is authorized to take part in and vote at the EGM. A Beneficial Owner must (i) notify the Company of its intention to attend by submitting its name and number of shares beneficially owned in a notice in writing to the Company prior to January 18, 2016, 18:00 hrs. CET, and (ii) bring the proxy received from their financial intermediary to the meeting.
For further information, please contact Susanne Dreier, at Affimed N.V., Im Neuenheimer Feld 582, 69120 Heidelberg, Germany, Fax: +49 6221 65307 49, or via e-mail s.dreier@affimed.com.
I look forward to your participation on January 21, 2016 at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands.
Yours sincerely,
On behalf of the Management Board,
A. Hoess
Chief Executive Officer
Exhibit 2
English language translation of the convening notice published in a Dutch national newspaper.
"Shareholders of Affimed N.V. are invited to attend an extraordinary general meeting which will be held on January 21, 2016, 15:00 hours CET at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands. The record date for the meeting is December 24, 2015. The agenda with explanatory notes and the procedure for attending the meeting are available for inspection at the office of the company: Im Neuenheimer Feld 582, D-69120 Heidelberg, Germany and at www.affimed.com."
Exhibit 3
EXTRAORDINARY General Meeting of Shareholders
Affimed N.V.
to be held on Thursday, January 21, 2016 at 15:00 hrs. (CET) at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands.
| Agenda | ||
| 1. | Opening and announcements | Non-voting |
| 2. | Appointment of a new managing director: Dr. Jörg Windisch | Voting item |
| 3. | Appointment of a new supervisory director: Dr. Bernhard R.M. Ehmer | Voting item |
| 4. | Any other business | Non-Voting |
| 5. | Closing | Non-Voting |
Explanatory Notes to the Agenda
| 1 | Opening |
| 2 | Appointment of a new managing director: Dr. Jörg Windisch |
The Supervisory Board has resolved in its meeting of December 15, 2015, on the recommendation of the nomination and corporate governance committee, to determine the number of Managing Directors at four (4) and to nominate Dr. Jörg Windisch for appointment as Managing Director, with the title Chief Operating Officer (COO), for a term ending at the end of the annual general meeting of the Company to be held in 2019. The nomination of Dr. Windisch is made in accordance with article 7.2.2. of the Company's articles of association.
Dr. Windisch was born in Innsbruck, Austria and has the Austrian nationality. He grew up and was educated in Austria, Germany and the US. He has been working on the development of both, innovative and follow-on biologics for his entire professional career. He joined Novartis in 1996 in the biologics unit of Sandoz. He was a day one member of the company's biosimilars program and played leading roles in the development of Sandoz' Somatropin product (Omnitrope®), the first ever biosimilar medicine, as well as of the company's Epoetin alfa (Binocrit®) and Filgrastim (Zarzio®) products. Over 15 years, he built up an international technical development organization for biologics comprising several hundred experts. For 5 years, Dr. Windisch also led the joint biologics technical development and manufacturing organization for Novartis Pharma and Sandoz and was involved in the development and manufacturing of about 20 biologics, 6 of which are currently marketed. In addition, Dr. Windisch has broad experience in project management, quality and regulatory affairs, including the preparation for an FDA Oncological Drug Advisory Committee hearing.
Dr. Windisch's management services agreement provides for a term of appointment of three years ending at the end of the annual general meeting of the Company to be held in 2019. The remuneration of Dr. Windisch will be determined in line with the remuneration policy as applicable to the members of the Management Board. Below is an overview of the most important elements of Dr. Windisch’s management services agreement, including the remuneration package of Dr. Windisch.
| Fixed annual salary: | EUR 305,000 gross |
| One time sign on bonus: | EUR 50,000 gross |
| Variable compensation (cash bonus): | Maximum of 30% of the fixed annual salary |
| Annual allowances: | EUR 44,000 gross (to be used for pension plans, retirement insurance etc.) |
| Long term equity incentive: | Participation in Affimed's equity incentive award plan (“Option Plan 2014”) with an initial grant of 150,000 stock options and further 100,000 stock options on the first anniversary of the effective date of the management services agreement. |
| Severance: | 100% of the gross annual compensation (fixed salary) and the variable compensation pro-rated for the term of service during such year. |
| Change of control payment: | 150% of the gross annual compensation (fixed salary) plus an amount equal to the average variable compensation over the last two years. |
| 3 | Appointment of a new supervisory director: Dr. Bernhard R.M. Ehmer |
There is a vacancy of one Board seat in the Supervisory Board. The Supervisory Board has resolved in its meeting of December 15, 2015, on the recommendation of the nomination and corporate governance committee, to nominate Dr. Ehmer 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 2019. The nomination of Dr. Ehmer is made in accordance with article 7.6.2. of the Company's articles of association.
Dr. Ehmer was born in Kandel, Germany and has the German nationality. Dr. Ehmer is chairman of the Board of management of Biotest AG since January 2015. Prior to this he worked for the Imclone Group, a wholly owned subsidiary of Eli Lilly as president of Imclone Systems Corporation in the United States and as managing director in Germany. 2007/2008 he was CEO of Fresenius Biotech, Germany. From 2000 until 2005 Dr. Ehmer headed the Business Area Oncology of Merck KgaA, Darmstadt - from 1998 until 2000 he was head of "Global Clinical Operations" at Merck. Between 1986 and 1998 he held various functions at Boehringer Mannheim in Germany, Italy and Singapore. Bernhard Ehmer holds a degree in medicine and worked in Internal Medicine at the Academic Teaching Hospital of the University of Heidelberg with focus on Cardiology/Intensive Care until he joined the pharmaceutical industry in 1986.
The Supervisory Board nominates Dr. Ehmer for appointment as a member of the Supervisory Board particularly because of his extensive experience in the fields of clinical development of biopharmaceuticals.
Dr. Ehmer's experience and background fit very well in the profile the Supervisory Board drafted for this position. The appointment of Dr. Ehmer will be for a maximum term of four 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. Ehmer does hold 5,000 shares in the capital of the Company.
| 4 | Any other business |
| 5 | Closing |
***
Exhibit 4
POWER OF ATTORNEY
EGM AFFIMED N.V.
JANUARY 21, 2016
(FOR LEGAL ENTITY)
[insert full name], a legal entity organized and existing under the laws of [insert country], with its seat in [insert name city], having its offices in [insert address] (the "Grantor") herewith grants a power of attorney to (please check the box that is applicable):
| □ | ________________________________________ (possibility to include name of authorized person) |
| □ | each of Michael Wolf and Susanne Dreier, both retained by Affimed N.V. (as defined below) |
| (each a "Company Attorney"), |
(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 Extraordinary General Meeting of Shareholders of the Company to be held at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands, on January 21, 2016, 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 (December 24, 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:
| Agenda item 2 | Appointment of a new managing director: Dr. Jörg Windisch |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| ☐ | ☐ | ☐ |
| Agenda item 3 | Appointment of a new supervisory director: Dr. Bernhard R.M. Ehmer |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| ☐ | ☐ | ☐ |
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. Susanne Dreier
faxnumber: +49 6221 65307 49
email: s.dreier@affimed.com
Please mail the original power of attorney to:
Affimed N.V.
Attn. Susanne Dreier
Im Neuenheimer Feld 582
69120 Heidelberg, Germany
POWER OF ATTORNEY
EGM AFFIMED N.V.
JANUARY 21, 2016
(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):
| □ | ________________________________________ (possibility to include name of an authorized person) |
| □ | each of Michael Wolf and Susanne Dreier, both retained by Affimed N.V. (as defined below) |
| (each a "Company Attorney") |
(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 Extraordinary General Meeting of Shareholders of the Company to be held at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands, on January 21, 2016, 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 (December 24, 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:
| Agenda item 2 | Appointment of a new managing director: Dr. Jörg Windisch |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| ☐ | ☐ | ☐ |
| Agenda item 3 | Appointment of a new supervisory director: Dr. Bernhard R.M. Ehmer |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| ☐ | ☐ | ☐ |
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. Susanne Dreier
faxnumber: +49 6221 65307 49
email: s.dreier@affimed.com
Please mail the original power of attorney to:
Affimed N.V.
Attn. Susanne Dreier
Im Neuenheimer Feld 582
69120 Heidelberg, Germany
Please fax or email a copy to: