0001209191-14-008186.txt : 20140206 0001209191-14-008186.hdr.sgml : 20140206 20140206203523 ACCESSION NUMBER: 0001209191-14-008186 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140206 FILED AS OF DATE: 20140206 DATE AS OF CHANGE: 20140206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARGOS THERAPEUTICS INC CENTRAL INDEX KEY: 0001105533 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 562110007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4233 TECHNOLOGY DR CITY: DURHAM STATE: NC ZIP: 27704 BUSINESS PHONE: 9192876300 MAIL ADDRESS: STREET 1: 4233 TECHNOLOGY DR CITY: DURHAM STATE: NC ZIP: 27704 FORMER COMPANY: FORMER CONFORMED NAME: MERIX BIOSCIENCE INC DATE OF NAME CHANGE: 20000207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forbion Co-Investment II Cooperatief U.A. CENTRAL INDEX KEY: 0001598205 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35443 FILM NUMBER: 14581606 BUSINESS ADDRESS: STREET 1: GOOIMEER 2-35 CITY: NAARDEN STATE: P7 ZIP: 1411DC BUSINESS PHONE: 31 35 6993000 MAIL ADDRESS: STREET 1: GOOIMEER 2-35 CITY: NAARDEN STATE: P7 ZIP: 1411DC REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cooperatieve AAC LS U.A. CENTRAL INDEX KEY: 0001543352 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35443 FILM NUMBER: 14581607 BUSINESS ADDRESS: STREET 1: POSTBUS 5187 CITY: NAARDEN STATE: P7 ZIP: 1410 BUSINESS PHONE: 31 0 35 699 3000 MAIL ADDRESS: STREET 1: POSTBUS 5187 CITY: NAARDEN STATE: P7 ZIP: 1410 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-02-06 0 0001105533 ARGOS THERAPEUTICS INC ARGS 0001543352 Cooperatieve AAC LS U.A. C/O FORBION CAPITAL PARTNERS GOOIMEER 2-35 1411 DC NAARDEN P7 NETHERLANDS 0 0 1 0 0001598205 Forbion Co-Investment II Cooperatief U.A. C/O FORBION GOOIMEER 2-35 1411 DC NAARDEN P7 NETHERLANDS 0 0 1 0 Series D Preferred Stock Common Stock 984840 I See footnote Series E Preferred Stock Common Stock 247847 I See footnote Series E Preferred Stock Common Stock 1181041 I See footnote The Series D Preferred Stock has no expiration date. Each share of Series D Preferred Stock will convert automatically into 0.1667 shares of Common Stock upon the closing of the Issuer's initial public offering, which reflects a one-for-six reverse stock split of the Issuer's Common Stock that was effected on January 17, 2014. The Series E Preferred Stock has no expiration date. Each share of Series E Preferred Stock will convert automatically into 0.1667 shares of Common Stock upon the closing of the Issuer's initial public offering, which reflects a one-for-six reverse stock split of the Issuer's Common Stock that was effected on January 17, 2014. Forbion 1 Management B.V., the director of Cooperatieve AAC LS U.A has voting and investment power over the shares held by Cooperatieve AAC LS U.A, which are exercised through Forbion 1 Management B.V.'s investment committee, consisting of L.P.A. Bergstein, H. A. Slootweg, M. A. van Osch, G. J. Mulder and S. J. H. van Deventer. None of the members of the investment committee has individual voting and investment power with respect to such shares, and the members disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. Forbion 1 Co- II Management B.V., the director of Forbion Co-Investment II Cooperatief U.A., has voting and investment power over the shares held by Forbion Co-Investment II Cooperatief U.A., which are exercised through Forbion 1 Co II Management B.V.'s investment committee, consisting of L.P.A. Bergstein, H. A. Slootweg, M. A. van Osch, G. J. Mulder and S. J. H. van Deventer. None of the members of the investment committee has individual voting and investment power with respect to such shares, and the members disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. Exhibit Index Exhibit 24.1 - Power of Attorney /s/ H.A. Slootweg 2014-02-06 /s/ M.A. van Osch 2014-02-06 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

         Limited Power Of Attorney For Section 16 Reporting Obligations

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Jeffrey D. Abbey and Lori R. Harrelson, signing singly and each
acting individually, as the undersigned's true and lawful attorney-in-fact with
full power and authority as hereinafter described to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of, and/or holder of equity
in, Argos Therapeutics, Inc. (the "Company"), Forms 3, 4, and 5 (including any
amendments thereto) in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder (the "Exchange Act");

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare, complete and execute
any such Form 3, 4, or 5, prepare, complete and execute any amendment or
amendments thereto, and timely deliver and file such form with the United States
Securities and Exchange Commission (the "SEC") and any stock exchange or similar
authority, including without limitation the filing of a Form ID or any other
application materials to enable the undersigned to gain or maintain access to
the Electronic Data Gathering Analysis and Retrieval System of the SEC;

        (3)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

        (4)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act. The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this February 6th, 2014.

                                       COOPERATIEVE AAC LS U.A.

                                       By:    /s/ H.A. Slootweg
                                              ----------------------------------
                                       Name:  H.A. Slootweg
                                       Title: Director

                                       By:    /s/ M.A. van Osch
                                              ----------------------------------
                                       Name:  M.A. van Osch


                                       FORBION CO-INVESTMENT II COOPERATIEF U.A.

                                       By:    /s/ H.A Slootweg
                                              ----------------------------------
                                       Name:  H.A Slootweg
                                       Title: Director


                                       By:    /s/ M.A. van Osch
                                              ----------------------------------
                                       Name:  M.A. van Osch