6-K

 

 

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 June, 2023

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  ☐

 

 

 


AFFIMED N.V.

Annual General Meeting Results

On June 21, 2023, Affimed N.V. (“Affimed” or the “Company”) held its Annual General Meeting of Shareholders (the “2023 AGM”). The final results of each of the agenda items submitted to a vote of the shareholders are below.

On June 22, 2023, Affimed issued a press release announcing the appointment of Dr. Constanze Ulmer-Eilfort to its Supervisory Board. Dr. Ulmer-Eilfort’s appointment was approved during the 2023 AGM.

Agenda item 3: Adoption of the Statutory Annual Accounts for the financial year 2022

Affimed shareholders approved the adoption of the statutory annual accounts for the financial year 2022.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

78,400,737

  1,618,952   1,008,638   0

Agenda item 4: Advisory vote (non-binding) on Executive Compensation

Affimed shareholders approved a non-binding advisory vote on executive compensation.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

39,489,285

  39,413,705   2,125,337   0

Agenda item 5: Discharge of the managing directors for their management during the financial year 2022

Affimed shareholders approved the discharge of the managing directors for their management during the financial year 2022.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

73,382,128

  5,333,836   2,312,363   0

Agenda item 6: Discharge of the supervisory directors for their supervision during the financial year 2022

Affimed shareholders approved the discharge of the supervisory directors for their supervision during the financial year 2022.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

73,292,444

  5,391,623   2,344,260   0

Agenda item 7: Amendment of the Remuneration Policy for the Supervisory Board

Affimed shareholders did not approve the amendment of the Remuneration Policy for the Supervisory Board.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

28,271,194

  35,581,087   17,176,046   0

Agenda item 8(a): Reappointment of Dr. Adi Hoess as a managing director    

Affimed shareholders approved the reappointment of Dr. Adi Hoess as a managing director.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

75,049,872

  5,284,018   694,437   0

 


Agenda item 8(b): Reappointment of Dr. Wolfgang Fischer as a managing director

Affimed shareholders approved the reappointment of Dr. Wolfgang Fischer as a managing director.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

75,316,067   3,729,465   1,982,795   0

Agenda item 8(c): Reappointment of Mr. Angus Smith as a managing director

Affimed shareholders approved the reappointment of Mr. Angus Smith as a managing director.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

75,128,821   3,875,553   2,023,953   0

Agenda item 8(d): Reappointment of Dr. Arndt Schottelius as a managing director

Affimed shareholders approved the reappointment of Dr. Arndt Schottelius as a managing director.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

75,603,146   3,460,061   1,965,120   0

Agenda item 8(e): Reappointment of Dr. Andreas Harstrick as a managing director

Affimed shareholders approved the reappointment of Dr. Andreas Harstrick as a managing director.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

75,501,377   3,471,750   2,055,200   0

Agenda item 9(a): Reappointment of Dr. Thomas Hecht as a supervisory director

Affimed shareholders approved the reappointment of Dr. Thomas Hecht as a supervisory director.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

62,105,144   16,938,526   1,984,657   0

Agenda item 9(b): Reappointment of Mr. Harry Welten as a supervisory director

Affimed shareholders approved the reappointment of Mr. Harry Welten as a supervisory director.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

74,454,744   5,724,167   849,416   0

Agenda item 9(c): Reappointment of Dr. Annalisa M. Jenkins as a supervisory director

Affimed shareholders approved the reappointment of Dr. Annalisa M. Jenkins as a supervisory director.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

64,295,166   15,847,369   885,792   0

 

3


Agenda item 9(d): Appointment of Dr. Constanze Ulmer-Eilfort as a supervisory director

Affimed shareholders approved the appointment of Dr. Constanze Ulmer-Eilfort as a supervisory director.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

75,228,192

  4,912,906   887,229   0

Agenda item 10: Reverse stock split and amendment of the articles of association

Affimed shareholders approved the reverse stock split and amendment of the articles of association.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

73,678,223

  7,245,006   105,098   0

Agenda item 11: Authorization to acquire shares

Affimed shareholders approved the authorization to acquire shares.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

79,031,773

  1,737,383   259,171   0

Agenda item 12: Appointment of the auditor for the financial year 2023

Affimed shareholders approved the appointment of the auditor for the financial year 2023.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

78,322,063

  951,287   1,754,977   0

INCORPORATION BY REFERENCE

Exhibit 99.1 to this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

4


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.

 

Date: June 22, 2023     AFFIMED N.V. INC.
    By:   /s/ Adi Hoess
    Name:   Adi Hoess
    Title:   Chief Executive Officer
    By:   /s/ Angus Smith
    Name:   Angus Smith
    Title:   Chief Financial Officer

EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1    Affimed N.V. Press Release dated June 22, 2023.

 

5

EX-99.1

Exhibit 99.1

 

LOGO

PRESS RELEASE

Affimed Announces Addition of Dr. Constanze Ulmer-Eilfort to its Supervisory Board

Heidelberg, Germany, June 22, 2023 – Affimed N.V. (Nasdaq: AFMD) (“Affimed”, or the “Company”), a clinical-stage immuno-oncology company committed to giving patients back their innate ability to fight cancer, today announced the appointment of Dr. Constanze Ulmer-Eilfort to its Supervisory Board. Dr. Ulmer-Eilfort’s appointment was approved during the Annual General Meeting of Shareholders which took place on June 21, 2023.

“We are delighted to announce the appointment of Dr. Ulmer-Eilfort to our Supervisory Board,” said Dr. Thomas Hecht, Chairman of Affimed’s Supervisory Board. “Constanze brings a wealth of legal expertise and a deep understanding of the biotech and healthcare industries, making her an invaluable addition to our team. With her extensive background, we expect Constanze will provide critical insights and guidance to the Company on matters related to corporate governance, corporate strategy, compliance and ESG, among others.”

Dr. Ulmer-Eilfort is a partner at the law firm Peters, Schönberger & Partner, an interdisciplinary law and advisory firm located in Munich, Germany, a role she has held since 2022. Prior to that, Dr. Ulmer-Eilfort worked at Baker McKenzie serving in several roles, including as partner from 1998 to 2021, Member of the Global Executive Committee from 2017 to 2021, and as Managing Partner of the German and Austrian offices from 2012 to 2017.

Since 2021, Dr. Ulmer-Eilfort has served as member of the supervisory board of Evotec SE, a Hamburg-based, publicly listed drug discovery and development company. She also serves as Chair of the Advisory Committee at Smart4Diagnostics GmbH, a healthcare start-up based in Munich. Since 2022, Dr. Ulmer-Eilfort has also served as a member of the board of Proxygen GmbH, a Vienna based biotech company developing and commercializing molecular glue degraders, and is an advisor to the management board of Artidis AG, a Basel healthcare company developing a technology platform for the rapid diagnosis of cancer.

Dr. Ulmer-Eilfort holds a law degree from the University of Munich, a Masters of Law degree from the University of Pennsylvania Law School, and a doctorate degree in law from the University of Berlin.

About Affimed N.V.

Affimed (Nasdaq: AFMD) is a clinical-stage immuno-oncology company committed to giving patients back their innate ability to fight cancer by actualizing the untapped potential of the innate immune system. The Company’s proprietary ROCK® platform enables a tumor-targeted approach to recognize and kill a range of hematologic and solid tumors, enabling a broad


LOGO

 

pipeline of wholly-owned and partnered single agent and combination therapy programs. The ROCK® platform predictably generates customized innate cell engager (ICE®) molecules, which use patients’ immune cells to destroy tumor cells. This innovative approach enabled Affimed to become the first company with a clinical-stage ICE®. Headquartered in Heidelberg, Germany, with offices in New York, NY, Affimed is led by an experienced team of biotechnology and pharmaceutical leaders united by a bold vision to stop cancer from ever derailing patients’ lives. For more about the Company’s people, pipeline and partners, please visit: www.affimed.com.

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “look forward to,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions. Actual results may differ materially from the results anticipated by the Company’s forward-looking statements due to certain risks, uncertainties and other factors described under the heading “Risk Factors” in Affimed’s filings with the SEC. Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements, and the Company assumes no obligation to update these forward-looking statements, even if new information becomes available in the future.

Investor Relations Contact

Alexander Fudukidis

Director, Investor Relations

E-Mail: a.fudukidis@affimed.com

Tel.: +1 (917) 436-8102