As filed with the U.S. Securities and Exchange
Commission on December 17, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARGENX SE
(Exact name of registrant as specified in its
charter)
| The
Netherlands |
|
Not
applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification Number) |
Laarderhoogtweg
25
1101 EB Amsterdam, the Netherlands
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
argenx Equity Incentive Plan, as amended
(Full title of the plan)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
+1 (212) 894-8940
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Pamela L. Marcogliese, Esq.
Erik F. Gerding, Esq.
Freshfields US LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
(212) 277-4000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
|
|
Emerging growth company |
¨ |
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 7(a)(2)(B) of the Securities Act.
¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers
additional ordinary shares under the Registrant’s Equity Incentive Plan, as amended.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8
is omitted from this Registration Statement in accordance with the provisions of Rule 424 under the Securities Act and the introductory
note to Part I of this Registration Statement. The documents containing the information specified in Part I of Form S-8
will be delivered to the participants in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under
the Securities Act.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by argenx SE (the
“Registrant”) with the U.S. Securities and Exchange Commission (the “Commission”)
are incorporated by reference into this Registration Statement:
(a) The
Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Commission on March 20, 2025, which
contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed;
(b) The
Registrant’s reports on Form 6-K furnished to the Commission on January
13, 2025, February
27, 2025, March 7, 2025, March
20, 2025, April 8, 2025, April
11, 2025, April 14, 2025, April
28, 2025, May 8,
2025, May 28, 2025, June
11, 2025, June 20, 2025, June
30, 2025, July 31,
2025, August 25, 2025, October
3, 2025, October 15, 2025, October
29, 2025, October
30, 2025, November 18, 2025
and December 15, 2025 (other than portions of each of the foregoing expressly excluded from incorporation by reference); and
(c) The
description of the Registrant’s Ordinary Shares and American Depositary Shares contained in the Registrant’s Registration
Statement on Form 8-A filed with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) on May 16, 2017 (File No. 001-38097), including any amendment or report filed for the purpose of updating such description.
All other reports and documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part of this Registration Statement from the date of the filing of such reports and documents. Any report on Form 6-K furnished
by the Registrant to the Commission after the date of this Registration Statement (or a portion thereof) is incorporated by reference
in this Registration Statement only to the extent that the report expressly states that the Registrant incorporates it (or such portions)
by reference in this Registration Statement and it is not subsequently superseded. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Dutch law, the Registrant’s board
of directors and certain other officers may be held liable for damages in the event of improper or negligent performance of their duties.
They may be held jointly and severally liable for damages to the Registrant and to third parties for infringement of the Articles of
Association or of certain provisions of the Dutch Civil Code. In certain circumstances, they may also incur additional specific civil
and criminal liabilities. Directors and certain other officers are insured under an insurance policy taken out by the Registrant against
damages resulting from their conduct when acting in the capacities as such directors or officers. In addition, the Registrant’s
Articles of Association provide for indemnification of our (former) directors and (former) officers, including reimbursement for legal
fees and damages or fines based on acts or failures to act in their duties. No indemnification shall be given to a member of the Registrant’s
board of directors in relation to claims insofar as they relate to the gaining in fact of personal profits, advantages or remuneration
to which the relevant person was not legally entitled, or if the relevant person has been adjudged to be liable for willful misconduct
or intentional recklessness. Such indemnification shall be deemed not to preclude any other rights to which those indemnified may be
entitled otherwise.
The Registrant has entered into indemnification
agreements with each of the Registrant’s non-executive directors and each member of its executive management.
In the underwriting agreements the Registrant
entered into in connection with its May 2017 initial U.S. public offering and each of its December 2017, September 2018,
November 2019, May 2020, February 2021, March 2022 and July 2023 U.S. follow-on offerings, the underwriters
agreed to indemnify, under certain conditions, the Registrant, the members of the Registrant’s board of directors and persons who
control the Registrant within the meaning of the Securities Act against certain liabilities, but only to the extent that such liabilities
are caused by information relating to the underwriters furnished to the Registrant in writing expressly for use in the Registrant’s
registration statement and certain other disclosure documents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Exhibit Index below for a list of
exhibits filed as a part of, or incorporated by reference into, this Registration Statement, which Exhibit Index is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
Provided, however, that
paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of
a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| 4.1(1) |
|
Articles of Association,
as amended (English translation). |
| 4.2(2) |
|
Form of Deposit Agreement
and Form of American Depositary Receipt. |
| 5.1* |
|
Opinion of Freshfields
LLP. |
| 23.1* |
|
Consent of Deloitte Accountants
B.V. |
| 23.2* |
|
Consent of Freshfields
LLP (included in Exhibit 5.1). |
| 24.1* |
|
Power of Attorney (included
on the signature page). |
| 99.1(3) |
|
argenx Equity Incentive Plan, as amended (English translation). |
| 107* |
|
Filing Fee Table. |
| (1) |
Filed as
Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F (File No. 001-38097) filed with the Commission on
March 20, 2025, and incorporated herein by reference. |
| (2) |
Filed as Exhibits 4.1
and 4.2 to the Registrant’s Registration Statement on Form F-1/A (File No. 333-217417) filed with the Commission
on May 16, 2017, and incorporated herein by reference. |
| (3) |
Filed as Exhibit 4.3
to the Registrant’s Annual Report on Form 20-F (File No. 001-38097) filed with the Commission on March 20, 2025,
and incorporated herein by reference. |
| * |
Filed herewith |
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 Amsterdam,
the Netherlands on December 17, 2025.
| |
ARGENX
SE |
| |
|
|
| |
By: |
/s/
Tim Van Hauwermeiren |
| |
|
Tim Van Hauwermeiren |
| |
|
Chief Executive Officer |
POWER OF ATTORNEY
We, the undersigned directors, officers and/or
authorized representative in the United States of argenx SE, hereby severally constitute and appoint Tim Van Hauwermeiren and Karl Gubitz,
and each of them singly, our true and lawful attorneys-in-fact and agents, with full power to any of them, and to 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 pre-effective and post-effective amendments to said registration statement, under the Securities Act of 1933, as amended, in
connection with the registration under the Securities Act of 1933, as amended, of equity securities of argenx SE, and to file or cause
to be filed the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could
do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitute or
substitutes, shall do or cause to be done by virtue of this Power of Attorney.
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/
Tim Van Hauwermeiren |
|
Chief
Executive Officer and Director (Principal Executive Officer) |
|
December 17,
2025 |
| Tim Van Hauwermeiren |
|
|
|
|
| |
|
|
|
|
| /s/
Karl Gubitz |
|
Chief
Financial Officer (Principal Financial and Accounting Officer) |
|
December 17,
2025 |
| Karl Gubitz |
|
|
|
|
| |
|
|
|
|
| /s/
Peter Verhaeghe |
|
Chairperson of the Board |
|
December 17, 2025 |
| Peter Verhaeghe |
|
|
|
|
| |
|
|
|
|
| /s/
Anthony Rosenberg |
|
Director (and Vice Chairperson) |
|
December 17, 2025 |
| A.A. Rosenberg |
|
|
|
|
| |
|
|
|
|
| /s/
Ana Cespedes |
|
Director |
|
December 17, 2025 |
| Ana Cespedes |
|
|
|
|
| |
|
|
|
|
| /s/
James Daly |
|
Director |
|
December 17, 2025 |
| James Daly |
|
|
|
|
| |
|
|
|
|
| /s/
Pamela M. Klein |
|
Director |
|
December 17, 2025 |
| Pamela M. Klein |
|
|
|
|
| |
|
|
|
|
| /s/
Steve Krognes |
|
Director |
|
December 17, 2025 |
| Steve Krognes |
|
|
|
|
| |
|
|
|
|
| /s/
Brian Kotzin |
|
Director |
|
December 17, 2025 |
| Brian Kotzin |
|
|
|
|
| |
|
|
|
|
| /s/
Camilla Sylvest |
|
Director |
|
December 17, 2025 |
| Camilla Sylvest |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly appointed representative in the United States of argenx SE has signed this registration statement on December 17,
2025.
| Puglisi &
Associates |
|
|
| |
|
|
| |
|
|
|
| By: |
/s/ Donald J.
Puglisi |
|
Authorized Representative in the United States |
| |
Name: Donald J. Puglisi |
|
|
| |
Title: Managing Director |
|
|
