Filing Details

ARGOS THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

040221 103

(CUSIP Number)

Pharmstandard International S.A. 10a, rue Henri Schnadt Luxembourg, N4 L-2530 +352 24840131

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copies to: Marko Zatylny Ropes & Gray LLP 1900 University Avenue 6th Floor East Palo Alto, CA 94303-2284 (650) 617-4000

June 29, 2016

(Date of Event which Requires Filing of this Statement)

 

 

1

The percentage is based upon 33,379,357 shares of the Issuer's common stock, which is comprised of (i) 25,891,959 shares of the Issuer's common stock outstanding as of May 9, 2016, as reported in the Issuer's Form 10-Q for the quarterly period ended March 31, 2016, (ii) 5,478,672 shares of common stock issued to investors on June 29, 2016 (see Item 4 below) and (iii) 2,008,726 warrants issued to Pharmstandard International S.A. on June 29, 2016 (see Item 4 below).

 

 

 

1

The percentage is based upon 33,379,357 shares of the Issuer's common stock, which is comprised of (i) 25,891,959 shares of the Issuer's common stock outstanding as of May 9, 2016, as reported in the Issuer's Form 10-Q for the quarterly period ended March 31, 2016, (ii) 5,478,672 shares of common stock issued to investors on June 29, 2016 (see Item 4 below) and (iii) 2,008,726 warrants issued to Pharmstandard International S.A. on June 29, 2016 (see Item 4 below).

 

 

CUSIP No. 040221 103

 

PREAMBLE

This Amendment No. 2 amends and supplements the Amendment No. 1 to Schedule 13D (this "Schedule 13D") filed with the Securities and Exchange Commission on May 19, 2016 by (i) Pharmstandard International S.A. ("Pharmstandard International") and (ii) Public Joint Stock Company Pharmstandard ("Pharmstandard" and together with Pharmstandard International, the "Reporting Persons"), with respect to the common stock, par value $0.001 per share (the "Common Shares") of Argos Therapeutics, Inc. (the "Company").

The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 2) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

The title and class of equity securities to which this Schedule 13D relates are the common stock, par value $0.001 per share (the "Common Stock"), of the Company. The Common Stock is listed on The NASDAQ Global Market under the symbol "ARGS." The address of the principal executive offices of the Company is 4233 Technology Drive, Durham, North Carolina 27704.

(a) This Statement is being jointly filed by the following persons (each a "Reporting Person" and collectively, the "Reporting Persons"):  (1) Pharmstandard International and (2) Pharmstandard. Pharmstandard International is a wholly-owned subsidiary of Pharmstandard. The agreement among the Reporting Persons relating to the joint filing of this Statement is attached to this Statement as Exhibit 99.1.

Based on the transactions described in Item 4 below, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. See Item 4 below.

(b) The business address of Pharmstandard International is 10A, rue Henri Schnadt, N4 L-2530 Luxembourg. The business address of Pharmstandard is Likhachevsky Drive 5 "B", Moscow region, Dolgoprudny town, Russian Federation 141700.

(c) Pharmstandard International is engaged in the acquisition, holding and disposition of interests in various companies for investment purposes and to take all actions incident thereto. Pharmstandard is principally engaged as a holding company of investment vehicles, including Pharmstandard International.

(d) During the last five years, no Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or other minor offenses).

(e) During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Pharmstandard International is organized under the laws of Luxembourg. Pharmstandard is organized under the laws of Russia.

 

CUSIP No. 040221 103

 

The information set forth in or incorporated by reference in Items 2, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3.

The aggregate number of Common Stock beneficially owned by the Reporting Persons is 9,108,234. The source of the funds used to purchase these shares was funds available to Pharmstandard International and affiliates thereof, including capital contributions from investors.

On March 4, 2016, Pharmstandard International and certain other investors entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Company, pursuant to which the Company will issue and sell an aggregate of up to $60 million of the Company's Common Stock (the "Shares") and warrants to purchase shares of Common Stock (the "Warrants") in a private placement (the "Financing"). The Financing will take place in up to three tranches. Under the Securities Purchase Agreement, at the initial closing, which occurred on March 14, 2016, the Company sold to investors an aggregate of 3,652,430 Shares and Warrants to purchase a total of 2,739,323 shares of Common Stock (0.75 shares of Common Stock for each Share purchased), at a purchase price per Share and accompanying Warrant equal to $5.44375 (the "Purchase Price"). Of this amount, Pharmstandard International purchased a total of 1,785,534 Shares and Warrants to purchase a total of 1,339,151 shares of Common Stock. The Warrants have an exercise price of $5.35 per share, are immediately exercisable and will expire on the fifth anniversary of the date of issuance.

At the second closing, which occurred on June 29, 2016, the Company sold to investors a total of 5,478,672 Shares and Warrants to purchase a total of 4,109,005 shares of Common Stock, based on a purchase price per Share and accompanying Warrant equal to the Purchase Price. Of this amount, Pharmstandard International has agreed to purchase a total of 2,678,301 Shares and Warrants to purchase a total of 2,008,726 shares of Common Stock. The Warrants have an exercise price of $5.35 per share, are immediately exercisable and will expire on the fifth anniversary of the date of issuance.

Under the Securities Purchase Agreement, Pharmstandard International has agreed that, at the Company's option following the satisfaction of certain conditions, but no later than February 28, 2017, it shall purchase at the third closing up to $10,292,563 of Shares (without Warrants) at a price per Share equal to the lesser of (i) $5.35 and (ii) the fair market value of the Company's Common Stock at the time the Company exercises its option (but not lower than $1.50 per Share). Pharmstandard International's obligation to purchase shares at the third closing is subject to the Independent Data Monitoring Committee (the "IDMC") having held its regular meeting after the June 2016 IDMC meeting (currently anticipated to be held in November or December 2016) (the "Second IDMC Meeting") and having made a recommendation at or following the Second IDMC Meeting for the Company's ongoing pivotal phase 3 clinical trial of AGS-003 (the "ADAPT Study") that the Company (a) continue the ADAPT Study or (b) discontinue the ADAPT Study based on favorable efficacy data, and the Company's cash position at such time. The dollar amount of Shares to be purchased by Pharmstandard International at the third closing is subject to reduction on a dollar-for-dollar basis for certain cash amounts raised by the Company after the initial closing through equity or debt financings or collaborations.

In connection with the Financing, Pharmstandard International has agreed, to the extent that and for so long as the total voting power of voting securities of the Company beneficially owned by Pharmstandard International and its affiliates, and any other persons whose beneficial ownership of the Company's Common Stock would be aggregated with Pharmstandard International for purposes of Section 13(d) of the Act, exceeds 33% of the voting power of the total number of voting securities of the Company then outstanding, in any election of directors and in any other matter submitted to a general vote of the stockholders of the Company (whether taken at an annual or special meeting of stockholders or by written action) Pharmstandard International shall and shall cause its affiliates and such other persons whose beneficial ownership of the Company's Common Stock would be aggregated with Pharmstandard International for purposes of Section 13(d) of the Act to vote such number of voting securities of the Company which exceed 33% of the voting power of the total number of voting securities of the Company then  outstanding in the same manner as and in the same proportion to the votes cast on the matter by the other holders of voting securities of the Company.

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

 

CUSIP No. 040221 103

 

The information set forth and/or incorporated by reference in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5.

(a) The aggregate number of Common Stock and the percentage of total outstanding Common Stock beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Common Stock are based upon 33,379,357 shares of the Company's Common Stock, which is comprised of (i) 25,891,959 shares of the Company's Common Stock outstanding as of May 9, 2016, as reported in the Company's Form 10-Q for the quarterly period ended March 31, 2016, (ii) 5,478,672 shares of Common Stock issued to investors on June 29, 2016 (see Item 4 above) and (iii) 2,008,726 warrants issued to Pharmstandard International S.A. on June 29, 2016 (see Item 4 above). Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially own 13,795,261 shares of Common Stock of the Company, representing approximately 41.3% of the outstanding Common Stock of the Company. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.

Pharmstandard International beneficially owns 13,795,261 shares of Common Stock, which represents approximately 41.3% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Pharmstandard, as the parent of Pharmstandard International, may be deemed to beneficially own an aggregate of 13,795,261 shares of Common Stock, which represents approximately 41.3% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

(b) The amount of Common Stock as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).

(c) To the best knowledge of each of the Reporting Persons, except as disclosed under Item 4 above, none of the Reporting Persons has effected any transactions relating to the Common Stock during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

 

 

 

The information set forth and/or incorporated by reference in Items 2, 3, 4 and 5 is hereby incorporated by reference into this Item 6.

To the best knowledge of the Reporting Persons, except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Company, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

 

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated:  July 12, 2016

 

 

 

 

 

Exhibit 99.1

JOINT FILING AGREEMENT

 

	Pharmstandard International S.A.
	By:	/s/ Eriks Martinovskis
		Name:  Eriks Martinovskis
		Title:    Director
	Public Joint Stock Company Pharmstandard
	By:	/s/ Chupikov Vladimir M.
		Name:  Chupikov Vladimir M.
		Title:    Chief Operating Officer

 

 

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