S-8

As filed with the Securities and Exchange Commission on November 16, 2015

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

ARGOS THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	56-2110007
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
4233 Technology Drive Durham, North Carolina	27704
(Address of Principal Executive Offices)	(Zip Code)

2014 Stock Incentive Plan

(Full Title of the Plan)

Jeffrey D. Abbey

Chief Executive Officer

Argos Therapeutics, Inc.

4233 Technology Drive

Durham, North Carolina 27704
(Name and Address of Agent For Service)

(919) 287-6300

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☒	Smaller reporting company  ☐
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value per share	786,296 shares(2)	$4.23(3)	$3,326,032(3)	$335.00

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Represents additional shares of Common Stock authorized for issuance under the 2014 Stock Incentive Plan. Shares issuable upon exercise of the options granted under the 2014 Stock Incentive Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on April 11, 2014 (Registration No. 333-195223).

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on November 13, 2015.^[1]

^[1] Assumes that no options for any of these additional shares being registered are outstanding.

Statement of Incorporation by Reference

This registration statement on Form S-8 is being filed to register the offer and sale of an additional 786,296 shares of common stock, $0.001 par value per share, of Argos Therapeutics, Inc. (the “Registrant”) reserved on January 1, 2015 for issuance for awards granted under the Registrant’s 2014 Stock Incentive Plan, pursuant to the terms of such plan.  In accordance with General Instruction E to Form S-8, this registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on April 11, 2014 (Registration No. 333-195223).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Durham, North Carolina, on this 16th day of November, 2015.

ARGOS THERAPEUTICS, INC.
By:	/s/ Jeffrey D. Abbey
	Jeffrey D. Abbey
	President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Argos Therapeutics, Inc. hereby severally constitute and appoint Jeffrey D. Abbey and Lori R. Harrelson, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Argos Therapeutics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey D. Abbey	President, Chief Executive Officer and Director	November 16, 2015
Jeffrey D. Abbey	(Principal Executive Officer)
/s/ Lori R. Harrelson	Vice President of Finance	November 16, 2015
Lori R. Harrelson	(Principal Financial Officer and Principal Accounting Officer)
/s/ Hubert Birner, Ph.D.	Director	November 16, 2015
Hubert Birner, Ph.D.
/s/ Robert F. Carey	Director	November 16, 2015
Robert F. Carey
/s/ Andrei Petrov	Director	November 16, 2015
Andrei Petrov
/s/ Brian J. Underdown, Ph.D.	Director	November 16, 2015
Brian J. Underdown, Ph.D.
/s/ Sander van Deventer, M.D., Ph.D.	Director	November 16, 2015
Sander van Deventer, M.D., Ph.D.
/s/ Philippe Van Holle	Director	November 16, 2015
Philippe Van Holle
/s/ Alexey Vinogradov, Ph.D.	Director	November 16, 2015
Alexey Vinogradov, Ph.D.

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INDEX TO EXHIBITS

Number	Description
4.1 (1)	Restated Certificate of Incorporation of the Registrant
4.2 (2)	Amended and Restated By-laws of the Registrant
5	Opinion of Hutchison PLLC, corporate counsel to the Registrant
23.1	Consent of Hutchison PLLC (included in Exhibit 5)
23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
24	Power of attorney (included on the signature pages of this registration statement)
99.1 (3)	2014 Stock Incentive Plan

____________

(1) Previously filed with the Securities and Exchange Commission on February 18, 2014 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35443) and incorporated herein by reference.

(2) Previously filed with the Securities and Exchange Commission on February 18, 2014 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-35443) and incorporated herein by reference.

(3) Previously filed with the Securities and Exchange Commission on January 21, 2014 as Exhibit 10.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193137) and incorporated herein by reference.

EX-5

Exhibit 5

3110 Edwards Mill Road, Suite 300 | Raleigh, NC 27612 hutchlaw.com

November 16, 2015

Argos Therapeutics, Inc.
4233 Technology Drive

Durham, North Carolina 27704

Re:	Stock Option Plan
	2008 Stock Incentive Plan 2014 Stock Incentive Plan
	2014 Employee Stock Purchase Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an additional 786,296 shares of common stock, $0.001 par value per share (the "Shares"), of Argos Therapeutics, Inc., a Delaware corporation (the "Company"), issuable under the Company's Stock Option Plan (the "Plan").

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of North Carolina, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

H:493432

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

HUTCHINSON PLLC

H:493432

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 31, 2015 relating to the financial statements, which appears in Argos Therapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014.

/s/ PricewaterhouseCoopers LLP

Raleigh, North Carolina

November 16, 2015