As filed with the Securities and Exchange Commission on March 23, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AFFIMED N.V.

(Exact name of registrant as specified in its charter)

Affimed N.V. Equity Incentive Plan 2014

(Full title of the plan)

Affimed Inc.

1209 Orange Street

Wilmington, Delaware 19801

(Name and address of agent for service)

(212) 450-4000

(Telephone number, including area code, of agent for service)

Copy to:

Sophia Hudson, P.C.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4750

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

Affimed N.V. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 21,500,000 shares of its common stock, par value €0.01 per share, that may be issued and sold under the Affimed N.V. Equity Incentive Plan 2014. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities, and pursuant to that instruction, the contents of the Registration Statement on Form S-8 (File No. 333-198812) filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2014 are incorporated herein by reference.

Part I

The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Act”). In accordance with the rules and regulations of the SEC and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents are incorporated hereby reference:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Heidelberg, Germany, on March 23, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Adi Hoess and Angus Smith and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on March 23, 2023 in the capacities indicated:

Exhibit 5.1

Advocaten                      

Notarissen                      

Belastingadviseurs         

Re:           Registration with the US Securities and Exchange Commission

Dear Sir/Madam,

Registration with the US Securities and Exchange Commission of

ordinary shares in the capital of the Issuer

De Brauw Blackstone Westbroek N.V. (“De Brauw”, “we”, “us” and “our”, as applicable) acts as Dutch legal adviser to the Issuer in connection with the Registration.

Certain terms used in this opinion are defined in Annex 1 (Definitions).

This opinion (including all terms used in it) is to be construed in accordance with Dutch law. It is limited to Dutch law and the law of the European Union, to the extent directly applicable in the Netherlands, in effect on the date of this opinion.

We have examined, and relied upon the accuracy of the factual statements in, the following documents:

In addition, we have obtained the following confirmations on the date of this opinion:

We have not examined any document, and do not express an opinion on, or on any reference to, any document other than the documents referred to in this paragraph 3. My examination has been limited to the text of the documents and we have not investigated the meaning and effect of any document (or part of it) governed by a law other than Dutch law under that other law.

2 / 10

We have made the following assumptions:

3 / 10

all in accordance with the Issuer’s articles of association at the time of authorisation or of observance or exclusion.

Based on the documents and investigations referred to and assumptions made in paragraphs 3 and 4, and subject to the qualifications in paragraph 6 and to any matters not disclosed to me (including force (bedreiging), fraud (bedrog), undue influence (misbruik van omstandigheden) or a mistake (dwaling) in connection with the issue of the Registration Shares), we are of the following opinion:

4 / 10

This opinion is subject to the following qualifications

5 / 10

The previous sentence is no admittance from us that we are in the category of persons whose consent for the filing and reference as set out in that sentence is required under article 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.

6 / 10

Annex 1 – Definitions

In this opinion:

“2014 Equity Incentive Plan” means the Issuer’s 2014 Equity Incentive Plan, effective as of 17 September 2014.

“Articles of Association I” means the lssuer’s articles of association as included in the Deed of Conversion and in force until the coming into force of the Articles of Association ll.

“Articles of Association Il” means the lssuer’s articles of association as included in the Deed of Amendment I and in force until the coming into force of the Articles of Association III.

“Articles of Association lIl” means the lssuer’s articles of association as included in the Deed of Amendment Il and in force until the coming into force of the Articles of Association IV.

“Articles of Association IV” means the lssuer’s articles of association as included in the Deed of Amendment III and in force on the date of signing of this opinion.

“Board Regulations” means each of:

“Corporate Resolution” means each of the Shareholders’ Resolutions, each of the Managing Board Resolutions and each of the Supervisory Board Resolutions.

“De Brauw” means De Brauw Blackstone Westbroek N.V. and “we”, “us” and “our” are to be construed accordingly.

“Deed of Amendment I” means the deed of amendment of the Articles of Association I dated 20 June 2017.

“Deed of Amendment Il” means the deed of amendment of the Articles of Association Il dated 19 June 2018.

“Deed of Amendment III” means the deed of amendment of the Articles of Association III dated 4 August 2020.

7 / 10

“Deed of Conversion” means the deed of conversion and amendment of the articles of association (akte van omzetting en statutenwijziging Affimed Therapeutics B.V. (na omzetting en statutenwijziging genaamd: Affimed N.V.)) dated 17 September 2014 providing for the conversion of the lssuer into a public limited liability company and amendment of its articles of association.

“Dutch law” means the law directly applicable in the Netherlands.

“eIDAS Regulation” means the Regulation (EU) 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing directive 1999/93/EC.

“Electronic Signature” means any electronic signature (elektronische handtekening), any advanced electronic signature (geavanceerde elektronische handtekening) and any qualified electronic signature (elektronische gekwalificeerde handtekening) within the meaning of Article 3 of the eIDAS Regulation and Article 3:15a of the Dutch Civil Code.

“Issuer” means Affimed N.V., a public company with limited liability with corporate seat Amsterdam, Trade Register number 60673389.

“Insolvency Proceedings” means insolvency proceedings as defined in Article 2(a) of Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings.

“Managing Board Resolution” means each of a written resolution by the Issuer’s managing board dated:

“Registration” means the registration of the Registration Shares with the SEC under the Securities Act.

“Registration Shares” means Shares to be issued by the Issuer pursuant to the 2014 Equity Incentive Plan, upon the exercise of Stock Options or in the form of Stock Awards and as registered with the SEC pursuant to the Registration.

“Registration Statement” means the registration statement on form S-8 in relation to the Registration to be filed with the SEC on the date of this opinion (excluding any documents incorporated by reference in it and any exhibits to it).

8 / 10

“Sanctions List” means each of:

“Shareholder Resolution” means:

“SEC” means the U.S. Securities and Exchange Commission.

9 / 10

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shares” means the ordinary shares (gewone aandelen), nominal capital of EUR 0.01, in the Issuer’s capital.

“Shareholders Register” means the Issuer’s shareholders register.

“Stock Award” means any issue of Shares pursuant to the 2014 Equity Incentive Plan other than as a result of the exercise of any Stock Option.

“Stock Option” means an option representing the right to purchase a Share, granted pursuant to the 2014 Equity Incentive Plan.

“Supervisory Board Resolution” means each of a written resolution by the Issuer’s supervisory board dated:

“the Netherlands” means the part of the Kingdom of the Netherlands located in Europe.

“Trade Register Extract” means a Trade Register extract relating to the Issuer provided by the Chamber of Commerce and dated 22 March 2023.

10 / 10

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated March 23, 2023, with respect to the consolidated financial statements of Affimed N.V., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Mannheim, Germany

March 23, 2023

EXHIBIT 107

Calculation Of Filing Fee Tables

Form S-8

(Form Type)

Affimed N.V.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities