UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 No.) |
|
|
|
|
|
Willemstraat 5
|
|
Not Applicable |
|
(Address of principal executive offices) |
|
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Name of exchange on which
|
|
American Depositary Shares, each
|
|
The NASDAQ Stock Market LLC |
|
|
|
|
|
Ordinary Shares, nominal value €0.10 per share * |
|
The NASDAQ Stock Market LLC* |
* Not for trading, but only in connection with the listing of the American Depositary Shares on The NASDAQ Stock Market LLC. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form
F-6 (File No. 333-217747). Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8 thereunder.
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement number to which the form relates:
333-217417
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant’s Securities to be Registered.
Argenx SE (the “ Company ”) hereby incorporates by reference (a) the description of its ordinary shares, nominal value €0.10 per share, contained under the headings “Description of Share Capital” and “Description of Share Capital and Group Structure Upon Completion of Our Redomiciliation,” (b) the description of its American Depositary Shares, each representing one ordinary share, nominal value €0.10 per share, contained under the heading “Description of American Depositary Shares,” and (c) the information set forth under the heading “Certain Material United States, Dutch and Belgian Tax Considerations,” in each case, in the Company’s Registration Statement on Form F-1 (File No. 333-217417), as originally filed with the Securities and Exchange Commission (the “ Commission ”) on April 21, 2017, as subsequently amended (the “ Registration Statement ”), and in the prospectus included in the Registration Statement to be filed separately by the Company with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which information and prospectus shall be deemed to be incorporated by reference herein.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Company are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
ARGENX SE |
||
|
|
|
|
|
|
Date: May 16, 2017 |
By: |
/s/ Tim Van Hauwermeiren |
|
|
|
|
Name: |
Tim Van Hauwermeiren |
|
|
|
Title: |
Chief Executive Officer and Director |