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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of May 2019

 

Commission File Number: 001-38097

 


 

ARGENX SE

(Translation of registrant’s name into English)

 


 

Willemstraat 5
4811 AH, Breda, the Netherlands

(Address of principal executive office)

 


 

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  x     Form 40-F  o

 

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): o

 

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): o

 

 

 


 

argenx SE

 

On May 7, 2019, argenx SE (the “Company) issued a press release and the voting results from its Annual General Meeting of Shareholders held on May 7, 2019, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

 

The information contained in this Current Report on Form 6-K, including the exhibits hereto, is incorporated by reference into the Company’s Registration Statements on Forms F-3 (File No. 333-225370) and S-8 (File No. 333-225375).

 

2


 

EXHIBITS

 

Exhibit

 

Description

 

 

 

99.1

 

Press Release dated May 7, 2019

 

 

 

99.2

 

Voting Results from the Annual General Meeting of Shareholders held on May 7, 2019

 

3


 

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.

 

 

ARGENX SE

 

 

Date: May 7, 2019

By:

/s/ Dirk Beeusaert

 

 

Dirk Beeusaert

 

 

General Counsel

 

4


Exhibit 99.1

 

 

argenx announces results of Annual General Meeting of Shareholders

 

May 7, 2019

 

Breda, the Netherlands / Ghent, Belgium — argenx (Euronext & Nasdaq: ARGX), a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe autoimmune diseases and cancer, today announced that the proposed resolutions presented at our Annual General Meeting of Shareholders were duly passed at the meeting, which was held today at 10:00 a.m. CET.

 

As part of the approved resolutions:

 

·                  Don deBethizy has been re-appointed as a non-executive director to the board of directors;

 

·                  Deloitte Accountants B.V. has been appointed as our external auditor for the 2019 financial year; and

 

·                  the board of directors has been authorized to issue shares up to a maximum of 20% of the outstanding share capital and to limit or exclude pre-emptive rights.

 

Based on initial shareholder feedback the board of directors has decided to withdraw the proposed new option plan for further consideration. Until the new stock option plan and the renewal of the specific authorization to issue shares and rights to shares under this option plan have been accepted by a next general shareholders’ meeting, argenx will rely on the existing option plan (as approved on May 8, 2018) to issue options to key persons.

 

The results of the votes will be posted shortly on our website.

 

All documents relating to the shareholders’ meeting can be consulted on our website: www.argenx.com

 

About argenx

 

argenx is a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe auto-immune diseases and cancer. The company is focused on developing product candidates with the potential to be either first-in-class against novel targets or best-in-class against known, but complex, targets in order to treat diseases with a significant unmet medical need. argenx’s ability to execute on this focus is enabled by its suite of differentiated technologies. The SIMPLE AntibodyTM Platform, based on the powerful llama immune system, allows argenx to exploit novel and complex targets, and its three complementary Fc engineering technologies are designed to expand the therapeutic index of its product candidates.

 

www.argenx.com

 

For further information, please contact:

 

Joke Comijn, Director Corporate Communications & Investor Relations (EU)

+32 (0)477 77 29 44

+32 (0)9 310 34 19

info@argenx.com

 


 

Beth DelGiacco, Vice President, Investor Relations (US)

+1 518 424 4980

bdelgiacco@argenx.com

 

Forward-looking Statements

 

The contents of this announcement include statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will,” or “should” and include statements argenx makes concerning its annual meeting and related plans and the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. argenx’s actual results may differ materially from those predicted by the forward-looking statements as a result of various important factors, including argenx’s expectations regarding its the inherent uncertainties associated with competitive developments, preclinical and clinical trial and product development activities and regulatory approval requirements; argenx’s reliance on collaborations with third parties; estimating the commercial potential of argenx’s product candidates; argenx’s ability to obtain and maintain protection of intellectual property for its technologies and drugs; argenx’s limited operating history; and argenx’s ability to obtain additional funding for operations and to complete the development and commercialization of its product candidates. A further list and description of these risks, uncertainties and other risks can be found in argenx’s U.S. Securities and Exchange Commission (SEC) filings and reports, including in argenx’s most recent annual report on Form 20-F filed with the SEC as well as subsequent filings and reports filed by argenx with the SEC. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. argenx undertakes no obligation to publicly update or revise the information in this press release, including any forward-looking statements, except as may be required by law.

 


Exhibit 99.2

 

Annual general meeting of argenx SE 7 May 2019 — Voting results

 

Total number of outstanding shares at the record date.

 

37,616,142

 

Total shares present or represented at the AGM.

 

26,890,219

 

Percentage represented share capital at AGM.

 

71.49

%

Total valid votes at AGM.

 

26,890,219

 

 

Agenda
Item

 

Resolution

 

 

 

4b

 

Adoption of the 2018 annual accounts.

 

 

 

 

Total shares voted

 

26,890,219

 

 

 

Represented share capital

 

71.49

%

 

 

Votes for

 

26,712,824

 

 

 

Votes against

 

118,000

 

 

 

Abstained

 

59,395

 

 

 

 

 

4d

 

Allocation of losses of argenx SE in the financial year 2018 to the retained earnings of argenx SE.

 

 

 

 

Total shares voted

 

26,890,219

 

 

 

Represented share capital

 

71.49

%

 

 

Votes for

 

26,729,704

 

 

 

Votes against

 

118,173

 

 

 

Abstained

 

42,342

 

 

 

 

 

4e

 

Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2018.

 

 

 

 

Total shares voted

 

26,890,219

 

 

 

Represented share capital

 

71.49

%

 

 

Votes for

 

23,772,528

 

 

 

Votes against

 

2,855,908

 

 

 

Abstained

 

261,783

 

 

 

 

 

 


 

 

 

 

5

 

Re-appointment of Donald deBethizy as non-executive director to the board of directors of argenx SE.

 

 

 

 

Total shares voted

 

26,890,219

 

 

 

Represented share capital

 

71.49

%

 

 

Votes for

 

23,659,878

 

 

 

Votes against

 

3,182,904

 

 

 

Abstained

 

47,437

 

 

 

 

 

8

 

Authorization of the board of directors to issue shares and to grant rights to subscribe for shares in the share capital of argenx SE up to a maximum of 20% of the outstanding capital at the date of the general meeting for a period of 18 months from the general meeting.

 

 

 

 

Total shares voted

 

26,890,219

 

 

 

Represented share capital

 

71.49

%

 

 

Votes for

 

22,629,063

 

 

 

Votes against

 

4,218,795

 

 

 

Abstained

 

42,361

 

 

 

 

 

9

 

Authorization of the board of directors to, insofar necessary, limit or exclude pre-emptive rights regarding an issuance of new shares and/or a grant of rights to subscribe for new shares pursuant to the authorisation referred to under 8 above for a period of 18 months from the general meeting.

 

 

 

 

Total shares voted

 

26,890,219

 

 

 

Represented share capital

 

71.49

%

 

 

Votes for

 

22,359,307

 

 

 

Votes against

 

4,452,881

 

 

 

Abstained

 

78,031

 

 

 

 

 

 


 

 

 

 

10

 

Appointment of Deloitte Accountants B.V. as external auditor of argenx SE for the 2019 financial year.

 

 

 

 

Total shares voted

 

26,890,219

 

 

 

Represented share capital

 

71.49

%

 

 

Votes for

 

26,847,854

 

 

 

Votes against

 

0

 

 

 

Abstained

 

42,365