UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): January 8, 2018
Argos Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35443 | 56-2110007 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 4233 Technology Drive, Durham, North Carolina 27704 |
| (Address of Principal Executive Offices) (Zip Code) |
(919) 287-6300
(Registrant's telephone number, including area code)
None
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ X ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ X ]
Item 8.01. Other Events.
On January 8, 2018, Argos Therapeutics, Inc. (the “Company”) announced that, on January 6, 2018, it signed a Stock Purchase Agreement with Lummy (Hong Kong) Co., Ltd (“Lummy”) under which the Company agreed to issue and sell to Lummy in a private financing 7,500,000 shares of the Company’s common stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) for an aggregate purchase price of $1,500,000. The sale of the shares is expected to close on or prior to March 7, 2018. Lummy has agreed that, on the closing date, it will execute and deliver a lockup agreement under which it will agree not to sell, transfer or otherwise dispose of any shares of common stock of the Company for a period of 60 days from the closing date. On the closing date, Lummy agreed to execute and deliver a lock-up agreement for a period not to exceed 60 days. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares sold pursuant to the Stock Purchase Agreement.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated January 8, 2018
SIGNATURE
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 hereunto duly authorized.
| Argos Therapeutics, Inc. | ||
| Date: January 8, 2018 | By: | /s/ Jeffrey D. Abbey |
| Jeffrey D. Abbey | ||
| President and Chief Executive Officer | ||
EXHIBIT 99.1
Argos Announces $1.5 Million Equity Investment by Lummy (Hong Kong), Ltd.
DURHAM, N.C., Jan. 08, 2018 (GLOBE NEWSWIRE) -- Argos Therapeutics Inc. (NASDAQ:ARGS), an immuno-oncology company focused on the development and commercialization of individualized immunotherapies based on the Arcelis® precision immunotherapy technology platform, today announced that it has signed a stock purchase agreement with Lummy (Hong Kong), Ltd. (“Lummy”), the Company’s partner for Rocapuldencel-T in China and certain other territories, under which the Company has agreed to issue and sell to Lummy in a private financing 7.5 million shares of the Company’s common stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) for an aggregate purchase price of $1.5 million. The sale of the shares is expected to close on or prior to March 7, 2018. Lummy has agreed that, on the closing date, it will execute and deliver a lockup agreement under which it will agree not to sell, transfer or otherwise dispose of any shares of common stock of the Company for a period of 60 days from the closing date. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares sold pursuant to the stock purchase agreement.
About Argos Therapeutics
Argos Therapeutics is an immuno-oncology company focused on the development and commercialization of individualized immunotherapies for the treatment of cancer and infectious diseases using its Arcelis® technology platform. Argos' most advanced product candidate, Rocapuldencel-T, is being evaluated in the pivotal ADAPT Phase 3 clinical trial for the treatment of metastatic renal cell carcinoma (mRCC). Argos is also developing a separate Arcelis®-based product candidate, AGS-004, for the treatment of human immunodeficiency virus (HIV), which is currently being evaluated in combination with vorinostat, a latency-reversing drug, in an investigator-initiated Phase 2 clinical trial aimed at HIV eradication in adult patients. Funding for the development of AGS-004 has been provided by the National Institutes of Health, the National Institute of Allergy and Infectious Diseases, and the Collaboratory of Research for AIDS Eradication.
Forward Looking Statements
Any statements in this press release about Argos' future expectations, plans and prospects, including statements about Argos’ cash resources and other financial results, the clinical development of Argos' product candidates and other statements containing the words "believes," "anticipates," "estimates," "expects," "intends," "plans," "predicts," "projects," "targets," "may," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including whether Argos' cash resources will be sufficient to fund its continuing operations for the period anticipated; whether preliminary or interim clinical data will be indicative of the final data from a clinical trial; whether results obtained in clinical trials will be indicative of results obtained in future clinical trials; whether Argos' product candidates will advance through the clinical trial process on a timely basis; whether the results of such trials will warrant submission for approval from the United States Food and Drug Administration or equivalent foreign regulatory agencies; whether Argos' product candidates will receive approval from regulatory agencies on a timely basis or at all; whether, if product candidates obtain approval, they will be successfully distributed and marketed; whether Argos can successfully establish commercial manufacturing operations on a timely basis or at all; and other factors discussed in the "Risk Factors" section of Argos' Form 10-Q for the quarter ended September 30, 2017, which is on file with the SEC, and in other filings Argos makes with the SEC from time to time. In addition, the forward-looking statements included in this press release represent Argos' views as of the date hereof. Argos anticipates that subsequent events and developments will cause Argos' views to change. However, while Argos may elect to update these forward-looking statements at some point in the future, Argos specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Argos' views as of any date subsequent to the date hereof.
Investor contact:
Richard Katz, MD, MBA
Chief Financial Officer
Argos Therapeutics, Inc.
919-287-6315
rkatz@argostherapeutics.com
Media Contact:
Adam Daley
Berry & Company Public Relations
212.253.8881
adaley@berrypr.com