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

August 2, 2016

(Date of Event which Requires Filing of this Statement)

 

1

The percentage is based upon 46,317,299 shares of the Issuer's common stock, which is comprised of (i) 41,196,695 shares of the Issuer's common stock outstanding as of August 8, 2016, as reported in the Issuer's Form 10-Q for the quarterly period ended June 30, 2016 and (ii) 1,772,727 warrants issued to Pharmstandard International S.A. on June 29, 2016 (see Item 4 below), 2,008,726 warrants issued to Pharmstandard International S.A. on June 29, 2016 and 1,339,151 warrants issued to Pharmstandard International S.A. on March 14, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

PREAMBLE

This Amendment No. 3 ame

nds and supplements the Amendment No. 2 to Schedule 13D (this "Schedule 13D") filed with the Securities and Exchange Commission on July 12, 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. 3) 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.

 

 

 

 

 

 

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 17,931,624. 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 July 28, 2016, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Stifel, Nicolaus & Company, Incorporated and JMP Securities LLC as representatives of the several underwriters (collectively, the "Underwriters"), relating to an underwritten public offering of 9,090,909 shares of the Company's Common Stock (the "Shares") and warrants to purchase up to an aggregate of 6,818,181 shares of Common Stock (the "Warrants," and, together with the Shares, the "Securities"). The Shares and Warrants were sold in combination, with one Warrant to purchase up to 0.75 of a share of Common Stock accompanying each share of Common Stock sold. All of the Securities were sold by the Company. The offering price to the public was $5.50 per share of Common Stock and accompanying Warrant. The Underwriters agreed to purchase the Securities from the Company pursuant to the Underwriting Agreement at a price of $5.50 per Share of Common Stock and accompanying Warrant with respect to Securities being purchased by certain of the Company's investors and at a price of $5.17 per Share and accompanying Warrant with respect to all other investors. The Warrants have an exercise price of $5.50 per share, are exercisable immediately upon initial issuance and will expire on August 2, 2021. Of the amount of Securities offered by the Company, Pharmstandard International purchased a total of 2,363,636 Shares and Warrants to purchase a total of 1,772,727 Shares. The offering of the Securities closed on August 2, 2016.

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.

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 46,317,299 shares of the Company's Common Stock, which is comprised of (i) 41,196,695 shares of the Company's Common Stock outstanding as of August 8, 2016, as reported in the Company's Form 10-Q for the quarterly period ended June 30, 2016 and (ii) 1,772,727 warrants issued to Pharmstandard International S.A. on August 2, 2016 (see Item 4 above), 2,008,726 warrants issued to Pharmstandard International S.A. on June 29, 2016 and 1,339,151 warrants issued to Pharmstandard International S.A. on March 14, 2016 . Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially own 17,931,624 shares of Common Stock of the Company, representing approximately 38.7% 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 17,931,624 shares of Common Stock, which represents approximately 38.7% 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 17,931,624 shares of Common Stock, which represents approximately 38.7% 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:  August 18, 2016

 

 

 

 

Exhibit 99.1

JOINT FILING AGREEMENT

 

 

 

---