SC 13D 1 dp49526_sc13d-bio.htm FORM SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
Affimed N.V.
(Name of Issuer)
 
Common shares, nominal value €0.01 per share
(Title of Class of Securities)
 
N01045108
(CUSIP Number)
 
Kevin Gilligan
St Peters House
Le Bordage
St Peter Port
Guernsey
GY1 1BR
T: +44 1481 748955
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
September 12, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box.  o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934  (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

 
 
SCHEDULE 13D
 
CUSIP NO. N01045108
 
1.
Names of Reporting Persons.
 
I.R.S. Identification Nos. of above persons (entities only)
 
BioMedInvest I Limited
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
X (see disclosure item 5 and 6)
 
(b)
 
3.
SEC Use only
4.
Source of funds (See Instructions)
    WC
5.
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.
Citizenship or Place of Organization
Guernsey
Number of Shares
Beneficially
Owned by Each
 Reporting Person
With:
7.
Sole Voting Power
1’561’595
8.
Shared Voting Power
0
9.
Sole Dispositive Power
1’561’595*
10.
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1’561’595
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.
Percent of Class Represented by Amount in Row (11)
6.5%++
14.
Type of Reporting Person (See Instructions)
 
    IV
* Includes 113’712 shares pledged pursuant to the Carve-Out Agreements described in Item 6.
 
++This percentage is calculated based upon 23,984,167 shares of the Issuer’s Common Shares outstanding, which does not include the potential exercise by the underwriters of the Issuer’s initial public offering of their option to purchase 1,200,000 Common Shares, as set forth in the Issuer’s Free Writing Prospectus dated September 12, 2014 relating to Amendment No. 5 to the Issuer’s Form F-1 filed with the SEC on September 11, 2014.
 
 
 
 

 
 
Item 1.      Security and Issuer

The class of securities to which this Statement relates is the common shares, nominal value €0.01 per share (the “Common Shares”) of Affimed N.V. (formerly Affimed Therapeutics B.V.) (the “Issuer”), a Dutch public company with limited liability (naamloze vennootschap), whose principal executive offices are located at Technologiepark, Im Neuenheimer Feld 582, 69120 Heidelberg, Germany. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2.     Identity and Background

(a)         This Statement is being filed on behalf of BioMedInvest I Limited
 
(b)         The address of the principal business office of BioMedInvest I Limited is St Peters House, Le Bordage, St Peter Port, Guernsey, GY1 1BR

(c)          BioMedInvest I Limited’s principal business is investing in private Life Sciences companies.

(d)         Neither Kevin Gilligan, nor, to the knowledge of Kevin Gilligan, any director or executive officer named in Schedule A to this Statement, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors.

(e)         Neither Kevin Gilligan, nor, to the knowledge of Kevin Gilligan, any director or executive officer named in Schedule A to this Statement, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was 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.

Item 3        Source and Amount of Funds or Other Consideration

The source of funds for the purchases of the Issuer’s securities was Working Capital.

Item 4.       Purpose of Transaction

BioMedInvest I Limited agreed to acquire 100’000 Common Shares on September 12, 2014 in the Issuer’s initial public offering. BioMedInvest I Limited had previously held 1’461’595 Common Shares.

BioMedInvest I Limited has acquired beneficial ownership of the Common Shares referred to in Item 5 for investment purposes.  BioMedInvest I Limited may acquire or seek to acquire additional Common Shares or sell or seek to sell Common Shares, depending upon our view of the Issuer’s prospects, prevailing prices and market conditions, from time to time in the open market, in privately negotiated transactions, or otherwise. Notwithstanding anything contained herein, BioMedInvest I Limited specifically reserves the right to change its intentions with respect to any or all of the matters referred to in this Schedule 13D. BioMedInvest I Limited presently does not have any plans or proposals to seek control of the Issuer.

Except as disclosed herein, BioMedInvest I Limited has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.       Interest in Securities of the Issuer

As of September 12, 2014, BioMedInvest I Limited is the direct owner of 1’561’595 Common Shares, constituting approximately 6.5% of the Common Shares then outstanding.
 
In addition, BioMedInvest I Limited, together with Prof. Dr. Melvyn Little, Deutsches Krebsforschungszentrum, AGUTH Holding GmbH, KfW, tbg Technologie-Beteiligungs-Gesellschaft mbH, SGR Sagittarius Holding AG, OrbiMed Associates III, LP, OrbiMed Private Investments III, LP, Novo Nordisk A/S and LSP III Omni Investment Coöperatief U.A. (collectively, the “Selling Shareholders”) previously entered into agreements substantially in the form attached hereto as Exhibit 99.1 (the “Carve-Out Agreements”) with the Issuer’s managing directors and certain of the Issuer’s supervisory directors and consultants (the “Beneficiaries”), as described in Item 6 below.
 
 
 
 

 
 
Pursuant to a Lock-Up Agreement entered into with Jefferies LLC and Leerink Partners LLC in connection with the Offering, BioMedInvest I Limited is subject to a Lock-Up Period (as defined in the Lock-Up Agreement) commencing on September 2, 2014 and continuing and including the date 180-days after the date of the prospectus, during which BioMedInvest I Limited has agreed, subject to limited exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Common Shares or securities convertible into or exchangeable or exercisable for any Common Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement which was filed as Exhibit A to Exhibit 1.1 to the Issuer’s Registration Statement on Form F-1 filed with the SEC on August 19, 2014 and which is incorporated herein by reference.

Information provided to BioMedInvest I Limited indicates that none of the executive officers and directors of BioMedInvest I Limited owned as of September 12, 2014, or purchased or sold any Common Shares.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships
 
With Respect to Securities of the Issuer

The Carve-Out Agreements grant each Beneficiary the right to receive a payment equal to a certain percentage of the fair value of the Issuer contingent upon the occurrence of a defined event, including an initial public offering. Following the expiration of applicable lock up agreements, it is expected that (i) the Carve-Out Agreements will be satisfied through a transfer to the Beneficiaries of an amount of Common Shares in the aggregate amount of 1,243,568 Common Shares, equal to 7.78% of the Common Shares owned by the Selling Shareholders subsequent to the consummation of the Issuer’s corporate reorganization and immediately prior to the consummation of the Issuer’s initial public offering, and that (ii) a portion of these Common Shares will be sold pursuant to Rule 144 to satisfy withholding taxes triggered by the transfer and delivered to the Beneficiaries with the net amount of Common Shares to which each Beneficiary is entitled to receive pursuant to his or her individual Carve-Out Agreement.

The Issuer is party to a registration rights agreement among OrbiMed Associates III, LP, OrbiMed Private Investments III, LP, SGR Sagittarius Holding AG, BioMed Invest I Ltd. and LSP III Omni Investment Coöperatief U.A. and Novo Nordisk A/S dated September 17, 2014 (the “Registration Rights Agreement”) which grants these shareholders customary registration rights for the resale of the common shares held by them. The Registration Rights Agreement is filed as Exhibit 99.2 and is incorporated herein by reference.

BioMedInvest I Limited is party to the Lock-Up Agreement referenced in Item 5 above.

Item 7.        Material to Be Filed as Exhibits

Schedule A -  name, citizenship, residence or business address and present principal occupation of the directors and executive officers of BioMedInvest I Limited.

 
Exhibit
 Number
 
Description
99.1
Form of Carve-Out Agreement.
99.2
Registration Rights Agreement dated as of September 17, 2014 among Affimed N.V. and the shareholders party thereto and incorporated herein by reference to Exhibit 4.1 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on September 22, 2014.
99.3
Form of Lock-Up Agreement. Such form is incorporated herein by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Registration Statement on Form F-1 filed with the SEC on August 19, 2014.
 
 
 
 

 
 
SIGNATURE

           After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
Date: September 19, 2014
BioMedInvest I Limited
 
       
 
 
/s/ Kevin Gilligan  
 
By: 
Kevin Gilligan, Director
 
       
       
 
 

 
 
 

 
 
 
 
Schedule A
Directors and Executive Officers
of
BioMedInvest I Limited
(as of September 12, 2014)

Citizenship is the same as country of address, unless otherwise noted.

Name, Business Address and Citizenship, if Applicable
 
 
Current Principal Occupation
 
   
Directors
Kevin Gilligan
Derek Baudains
Thomas Moeller
Markus Hosang
Martin De La Mare (Alternate to Kevin Gilligan)
Charles Tracy (Alternate to Derek Baudains)
     
   
Executive Officers
 
 
 
 
 
 
 
 

 
 
EXHIBIT INDEX

 
Exhibit Number
 
 
Description
 
99.1
Form of Carve-Out Agreement.
99.2
Registration Rights Agreement dated as of September 17, 2014 among Affimed N.V. and the shareholders party thereto and incorporated herein by reference to Exhibit 4.1 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on September 22, 2014.
99.3
Form of Lock-Up Agreement. Such form is incorporated herein by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Registration Statement on Form F-1 filed with the SEC on August 19, 2014.