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, 2016
Commission File Number: 001-36619
__________________________________
Affimed N.V.
__________________________________
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 23, 2016 Affimed N.V. issued a press release announcing its 2016 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 23, 2016.
|
AFFIMED N.V.
| |||
| 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 |
| 99.1 | Press Release dated May 23, 2016 |
| 99.2 | Invitation convening the annual general meeting of shareholders |
| 99.3 | English language translation of notice convening the annual general meeting of shareholders |
| 99.4 | Agenda including explanation |
| 99.5 | Powers of attorney |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Affimed Announces Annual General Meeting of Shareholders
Heidelberg, Germany, May 23, 2016 - Affimed N.V. (Nasdaq: AFMD), a clinical stage biopharmaceutical company focused on discovering and developing highly targeted cancer immunotherapies, announced today that the Annual General Meeting of Shareholders will be held on Tuesday, June 21, 2016. The meeting will be held at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands. The meeting will start at 3:00 p.m. 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. They are also available on the SEC's website at www.sec.gov.
About Affimed N.V.
Affimed (Nasdaq: AFMD) engineers targeted immunotherapies, seeking to cure patients by harnessing the power of innate and adaptive immunity (NK- and T-cells). We are developing single and combination therapies to treat cancers and other life-threatening diseases. For more information, please visit www.affimed.com.
IR Contact:
Caroline Stewart, Head IR
Phone: +1 347394 6793
E-Mail: IR@affimed.com or c.stewart@affimed.com
Media Contact:
Anca Alexandru, Head of Communications
Phone: +49 6221 64793341
E-Mail: a.alexandru@affimed.com
EXHIBIT 99.2
Invitation
Annual General Meeting of Shareholders
Affimed N.V
Heidelberg, May 23, 2016
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 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 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.
Record Date
The record date, which is the date for the determination of the shareholders entitled to vote at the AGM is May 24, 2016 (the "Record Date"), which is the 28th day prior to the date of the AGM. Each ordinary share entitles its holder to one vote at the AGM.
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 June 17, 2016, 18:00 hrs. CET. The notice must contain the name and the number of shares the person will represent in the meeting. All attendees must be prepared to show a valid proof of identity for admittance.
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 June 17, 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 77
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 AGM. 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 June 17, 2016, 18:00 hrs. CET, and (ii) bring the proxy received from its financial intermediary to the meeting.
How to vote
A Shareholder of Record as of the record date may have its ordinary shares voted by submitting a proxy or may vote in person at the AGM.
A Beneficial Owner can vote his, her or its shares by following the procedures specified on his, her or its broker's voting instruction form. Shortly before the AGM, the brokers will tabulate the votes they have received and submit one or more proxy cards to the Company reflecting the aggregate votes of the Beneficial Owners.
For further information, please contact Susanne Dreier, at Affimed N.V., Im Neuenheimer Feld 582, 69120 Heidelberg, Germany, Fax: +49 6221 65307 77, or via e-mail s.dreier@affimed.com.
I look forward to your participation on June 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 99.3
Text advertisement convocation AGM 2016
"Shareholders of Affimed N.V. are invited to attend the annual general meeting which will be held on June 21, 2016, 15:00 hours CET at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands. The record date for the meeting is May 24, 2016. 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 99.4
Annual General Meeting of Shareholders
Affimed N.V.
to be held on Tuesday, June 21, 2016 at 15.00 hrs. (CET) at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands
| Agenda1 | |||
| 1. | Opening | Non-Voting | |
| 2. | Overview of the Company’s business, financial situation and sustainability | Non-Voting | |
| 3. | Discussion of the Remuneration Policy for the Management Board (the “Remuneration Policy”) for the financial year 2015 | Non-Voting | |
| 4. | Discussion of the 2015 Statutory Annual Report and proposal to adopt the financial statements for the financial year 2015, as prepared in accordance with Dutch law | Voting item | |
| 5. | Clarification of the Company’s reserves and dividend policy | Non-Voting | |
| 6. | Discharge of the managing directors for their management during the financial year 2015 | Voting item | |
| 7. | Discharge of the supervisory directors for their supervision during the financial year 2015 | Voting item | |
| 8. | Appointment of the auditor for the financial year 2016 | Voting item | |
| 9. | Reappointment of: Dr. Richard B. Stead as a supervisory director | Voting item | |
| 10. | Supervisory Board remuneration | ||
| a. | Equity Awards | Voting item | |
| b. | Amendment of the Remuneration Policy | Voting item | |
| 11. | Authorization to acquire shares | Voting item | |
| 12. | Any other business | Non-Voting | |
| 13. | Closing | Non-Voting | |
______________________
1 All voting items are adopted by a simple majority of the votes cast unless indicated otherwise in the explanation to an agenda item.
Explanatory Notes to the Agenda
| 1 | Opening |
| 2 | Overview of the Company’s business, financial situation and sustainability |
This agenda item includes an account of the Company’s business and financial situation during the financial year 2015.
| 3 | Discussion of the Remuneration Policy for the Management Board (the “Remuneration Policy”) for the financial year 2015 |
In accordance with Article 2:135 (5a) of the Dutch Civil Code, the execution of the Remuneration Policy in 2015, as outlined in the Company's 2015 Statutory Annual Report, will be discussed.
| 4 | Discussion of the 2015 Statutory Annual Report and proposal to adopt the financial statements for the financial year 2015, as prepared in accordance with Dutch law |
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 2015.
The Statutory Annual Accounts as prepared in accordance with Dutch law, are published on the Company’s website and are also available at the offices of the Company.
| 5 | Clarification of the Company’s reserves and dividend policy |
The Management Board will give an explanation of the Company’s reserves and dividend policy as outlined in the Company’s 2015 Statutory Annual Report.
| 6 | Discharge of the managing directors for their management during the financial year 2015 |
It is proposed to discharge the managing directors from all liability in respect of the performance of their management duties during the financial year 2015.
| 7 | Discharge of the supervisory directors for their supervision during the financial year 2015 |
It is proposed to discharge the supervisory directors from all liability in respect of the performance of their supervision duties during the financial year 2015.
| 8 | Appointment of the auditor for the financial year 2016 |
It is proposed to appoint KPMG N.V. as auditor of the annual accounts of the Company for the financial year ending December 31, 2016.
| 9 | Reappointment of: Dr. Richard B. Stead as a supervisory director |
The term of Dr. Stead’s appointment as supervisory director will end at the end of this general meeting. The Supervisory Board has carefully considered the reappointment of Dr. Stead and resolved on May 19, 2016, on the recommendation of the nominating and corporate governance committee, to nominate Dr. Stead for reappointment 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. Stead is made in accordance with article 7.6.2 of Company's articles of association. Pursuant to article 7.6.2 of the Company's articles of association, the nomination is binding. However, the general meeting may at all times overrule the binding nomination by at least two-thirds majority of the votes cast, provided such majority represents more than half of the issued share capital. If the nomination is not overruled, the proposed candidate shall be appointed.
Dr. Stead was born in St. Paul, Minnesota, United States of America on 17 September 1952 (US nationality) and has been a member of the Supervisory Board of the Company since 2007. Dr. Stead has more than 25 years of experience in the biotechnology and pharmaceutical industries, designing and directing clinical trials, regulatory strategy and licensing activities. Dr. Stead is currently Founder and Principal of BioPharma Consulting Services, where he is involved in the development of a number of oncology products including different strategies for cancer immunotherapy. Previously, he was Vice President, Clinical Research of Immunex Corporation, responsible for oncology and neurology product development. Dr. Stead has served in various positions in clinical development and played a key role in the FDA approval and commercialization of Amgen's first two products, Epogen and Neupogen.
Dr. Stead graduated from the University of Wisconsin and earned an M.D. from Stanford University. Dr. Stead completed his internship and residency as well as a fellowship in Hematology at Harvard Medical School and the Brighman and Women's Hospital followed by post-doctoral research in the Laboratory of Molecular Biology at the National Cancer institute. Dr. Richard Stead also serves on the boards of Ascend Biopharmaceuticals Ltd. and the Seattle Reparatory Theatre.
Dr. Stead holds 9,590 shares in the capital of the Company.
| 10 | Supervisory Board remuneration |
| a. | Equity Awards |
Part of the remuneration of the supervisory board members, as established by the general meeting through the Supervisory Board's remuneration policy (the "Remuneration Policy") on 19 September 2014, consists of initial and annual equity awards granted under the terms and provisions under the Equity Incentive Plan 2014 (the "Plan"). These equity awards under the Plan are options representing the right to purchase shares in the share capital of the Company for the exercise price determined in accordance with the provisions under the Plan (the "Awards").
The purpose of the Plan is to motivate and reward those members of the Company's Management Board and Supervisory Board, and the Company's employees, who are expected to contribute significantly to the success of the Company by performing at the highest level, and to further align the interests of the Company and its shareholders.
The Supervisory Board reviewed the objectives and structure of the Plan, and has determined that the purpose of the Plan will not be achieved under the current circumstances with respect to those beneficiaries under the Plan holding Awards with exercise prices exceeding the current fair market value of the underlying shares.
To compensate the members of the Supervisory Board for the current circumstances in respect of their Awards with exercise prices exceeding the current fair market value of the underlying shares, it is proposed to award the chairman of the Supervisory Board a one-time additional grant of 20,000 Awards, and to award each other Supervisory Board member a one-time additional grant of 10,000 Awards (the "Additional Awards"). The exercise price of each Additional Award will be equal to the closing price on Nasdaq on the last trading day preceding the date of this general meeting. The Additional Awards will vest in 4 quarterly installments and will be fully vested on the first anniversary of the date of grant.
| b. | Amendment of the Remuneration Policy |
It is proposed to amend Clause 3.2 of the Remuneration Policy to add an attendance fee for meetings other than formal Supervisory Board meetings. As a result of such amendment Clause 3.2 will read:
The Company will pay each member of the Supervisory Board EUR 3’000 for a formal Supervisory Board meeting attended in person, and EUR 1’500 for each formal Supervisory Board meeting attended by phone, provided that the duration of such Supervisory Board meeting attended by phone exceeds 30 minutes. For other, including non-formal Board meetings attended either in person or by phone the Company will pay each member of the Supervisory Board EUR 500 per meeting, provided that the duration of such meeting exceeds 30 minutes.
| 11 | Authorization to acquire shares |
On September, 12, 2014, with effect from September 17, 2014, the Management Board was authorised by 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 approval by the Supervisory Board, for a period of 18 months, with effect from June 21, 2016, 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 as of June 21, 2016. In case of repurchase for capital reduction purposes, the number of common shares that the Company may acquire and hold will be increased by an additional 10% of such issued share capital. The higher maximum number of common shares that may be acquired and held is intended to allow the Management Board to execute such share repurchase programs in an efficient and expedited manner.
| 12 | Any other business |
| 13 | Closing |
***
EXHIBIT 99.5
POWER OF ATTORNEY
AGM AFFIMED N.V.
JUNE 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 Annual General Meeting of Shareholders of the Company to be held at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands, on June 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 (May 24, 2016) 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 4 | Discussion of the 2015 Statutory Annual Report and proposal to adopt the financial statements for the financial year 2015, as prepared in accordance with Dutch law |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o |
| Agenda item 6 | Discharge of the managing directors for their management during the financial year 2015 |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o |
| Agenda item 7 | Discharge of the supervisory directors for their supervision during the financial year 2015 |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o |
| Agenda item 8 | Appointment of the auditor for the financial year 2016 |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o |
| Agenda item 9 | Reappointment of: Dr. Richard B. Stead as a supervisory director |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o |
| Agenda item 10 | Supervisory Board remuneration |
| a. | Equity Awards |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o |
| b. | Amendment of the Remuneration Policy |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o |
| Agenda item 11 | Authorization to acquire shares |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| 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 __________________________, 2016.
___________________________________
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
AGM AFFIMED N.V.
JUNE 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 Annual General Meeting of Shareholders of the Company to be held at Hilton Amsterdam, Apollolaan 138, 1077 BG Amsterdam, The Netherlands, on June 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 (May 24, 2016) 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 4 | Discussion of the 2015 Statutory Annual Report and proposal to adopt the financial statements for the financial year 2015, as prepared in accordance with Dutch law |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o | o |
| Agenda item 6 | Discharge of the managing directors for their management during the financial year 2015 |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o | o |
| Agenda item 7 | Discharge of the supervisory directors for their supervision during the financial year 2015 |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o | o |
| Agenda item 8 | Appointment of the auditor for the financial year 2016 |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o | o |
| Agenda item 9 | Reappointment of: Dr. Richard B. Stead as a supervisory director |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o | o |
| Agenda item 10 | Supervisory Board remuneration |
| a. | Equity Awards |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o | o |
| b. | Amendment of the Remuneration Policy |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| o | o | o |
| Agenda item 11 | Authorization to acquire shares |
| # Shares | For | # Shares | Against | # Shares | Abstain |
| 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 __________________, 2016.
____________________________
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