As filed with the United States Securities and Exchange Commission on December 13, 2017.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARGENX SE
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of
incorporation or organization)
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2836
(Primary Standard Industrial
Classification Code Number)
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Not applicable
(I.R.S. Employer
Identification Number)
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Willemstraat 5
4811 AH, Breda, the Netherlands
+31 763 030 488
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
C T Corporation System
111 8th Avenue
New York, New York 10011
(212) 894-8940
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Tim Van Hauwermeiren
argenx BVBA
Industriepark Zwijnaarde 7,
Building C
9052 Zwijnaarde (Ghent)
Belgium
+32 9 310 34 00
Michael H. Bison
Edwin M. OConnor
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
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Geert Verhoeven
Freshfields Bruckhaus Deringer LLP
Bastion Tower
Place du Champ de Mars/
Marsveldplein 5
B-1050 Brussels, Belgium
+32 2 504 7000
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Petra Zijp
NautaDutilh N.V.
Beethovenstraat 400
1082 PR Amsterdam
The Netherlands
+31 20 717 1000
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Divakar Gupta
Brent B. Siler
Richard C. Segal
Cooley LLP
1114 Avenue of the Americas
New York, NY 10036
(212) 479-6000
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Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
x
File No. 333-221984
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company.
x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.
o
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered(1)
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Proposed Maximum
Aggregate Offering Price(2)(3)
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Amount of
Registration Fee
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Ordinary Shares, nominal value of 0.10 per share
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$44,275,000
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$5,512.24
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(1)
American Depositary Shares, or ADSs, issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-217747). Each ADS represents one ordinary share.
(2)
In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form F-1, as amended (File No. 333-221984), is hereby registered.
(3)
Includes additional ordinary shares to be delivered in the form of ADSs that the underwriters have the option to purchase.
This registration statement shall become effective upon filing in accordance with Rule 462(b) of the Securities Act of 1933, as amended.