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 2020

 

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 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  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

 

 

 

 

 

 

EXPLANATORY NOTE

 

On May 12, 2020, argenx SE (the “Company”) issued a press release and the voting results from its Annual General Meeting of Shareholders held on May 12, 2020, 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).

 

Exhibit   Description
99.1   Press Release dated May 12, 2020
99.2   Voting Results from the Annual General Meeting of Shareholders held on May 12, 2020

 

 

 

 

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 12, 2020 By: /s/ Dirk Beeusaert
    Dirk Beeusaert
    General Counsel

 

 

 

 

Exhibit 99.1

 

 

argenx announces results of Annual General Meeting of Shareholders

 

May 12, 2020

 

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:

·Pamela Klein has been re-appointed as a non-executive director to the board of directors;
·the board of directors has been authorized to issue additional shares up to a maximum of 10% of the share capital of the company for a period of 18 months from the Annual General Meeting and up to another 10% of the share capital of the company for a period ending on 31 December 2020; and
·the board of directors has been authorized to grant options (rights to subscribe for shares) up to a maximum of 4% of the outstanding share capital.

 

The Annual General Meeting has furthermore approved the 2019 remuneration report, although the vote on the new remuneration policy, updated in order to align with the Dutch Civil Code of December 2019, did not reach the 75% majority required for approval (70% in favour). The current remuneration policy will therefore remain in effect until the next general meeting.

 

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 global immunology company developing antibody-based medicines for patients suffering from severe autoimmune diseases and cancer. By translating immunology breakthroughs into innovative drug candidates, argenx is building a world-class portfolio of first-in-class antibodies in both early and late clinical-stages of development. argenx is evaluating efgartigimod in multiple serious autoimmune indications and cusatuzumab in hematological malignancies in collaboration with Janssen, along with advancing earlier stage assets within its therapeutic franchises.

 

www.argenx.com

 

For further information, please contact:

 

Beth DelGiacco, Vice President, Investor Relations

+1 518 424 4980

bdelgiacco@argenx.com

 

 

 

 

 

 

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

+32 (0)477 77 29 44

+32 (0)9 310 34 19

icomijn@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 12 May 2020 – Voting results

 

Total number of outstanding shares at the record date.   42,791,076 
Total shares present or represented at the AGM.   20,424,341 
Percentage represented share capital at AGM.   47.73%
Total valid votes at AGM.   20,424,341 

 

Agenda Item   Resolution         
           
3 Adoption of the new remuneration policy.          
           
  Total shares   20,424,341 
  Represented share capital   47.73%
  Votes for   14,276,097 
  Votes against   6,142,269 
  Abstained   5,975 
        
4 Advisory vote to approve the 2019 remuneration report.         
           
  Total shares   20,424,341 
  Represented share capital   47.73%
  Votes for   14,320,087 
  Votes against   6,098,377 
  Abstained   5,877 
        
5b Adoption of the 2019 annual accounts.          
           
  Total shares   20,424,341 
  Represented share capital   47.73%
  Votes for   20,262,695 
  Votes against   155,801 
  Abstained   5,845 

 

 

 

 

Annual general meeting of argenx SE 12 May 2020 – Voting results

 

5d Allocation of losses of argenx SE in the financial year 2019 to the retained earnings of argenx SE.          

 

  Total shares   20,424,341 
  Represented share capital   47.73%
  Votes for   20,290,573 
  Votes against   127,923 
  Abstained   5,845 

 

5e Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2019.          

 

  Total shares   20,424,341 
  Represented share capital   47.73%
  Votes for   18,399,553 
  Votes against   1,813,159 
  Abstained   211,629 

 

6 Re-appointment of Pamela Klein as non-executive director to the board of directors of argenx SE.        

 

  Total shares   20,424,341 
  Represented share capital   47.73%
  Votes for   20,264,148 
  Votes against   128,167 
  Abstained   32,026 

 

 

 

 

Annual general meeting of argenx SE 12 May 2020 – Voting results

 

7 Authorization of the board of directors to grant rights to subscribe for shares in the capital of argenx SE up to a maximum of 4% of the outstanding capital at the date of the general meeting, pursuant to, and within the limits of, the argenx option plan, for a period of 18 months from the annual general meeting and to limit or exclude statutory pre-emptive rights, if any.        

 

  Total shares   20,424,341 
  Represented share capital   47.73%
  Votes for   14,411,634 
  Votes against   6,006,659 
  Abstained   6,048 

 

8 Authorization of the board of directors to issue shares and grant rights to subscribe for shares in the share capital of argenx SE up to a maximum of 10% of the outstanding capital at the date of the general meeting, for a period of 18 months from the annual general meeting and to limit or exclude statutory pre-emptive rights, if any.        

 

  Total shares   20,424,341 
  Represented share capital   47.73%
  Votes for   19,812,498 
  Votes against   605,805 
  Abstained   6,038 

 

9 Authorization of the board of directors to issue additional shares in the share capital of argenx SE up to a maximum of 10% of the outstanding share capital at the date of the general meeting (in addition to the authorizations under 7 and 8), for a period starting on the date of this general meeting and ending on 31 December 2020, for the purpose of a possible public offering of such shares and to limit or exclude statutory pre-emptive rights, if any.        

 

  Total shares   20,424,341 
  Represented share capital   47.73%
  Votes for   16,383,639 
  Votes against   4,034,664 
  Abstained   6,038 

 

 

 

 

Annual general meeting of argenx SE 12 May 2020 – Voting results

 

10 Appointment of Deloitte Accountants B.V. as statutory auditor for the 2020 financial year.       

 

  Total shares    20,424,341  
  Represented share capital    47.73%  
  Votes for    20,418,406  
  Votes against    102  
  Abstained    5,833