Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

ARGOS THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

040221 103

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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).

(Continued on following pages)

 

 

 


SCHEDULE 13G

 

CUSIP No. 040221 103 Page 2 of 8

 

  1 

Name of reporting persons

 

Pharmstandard International S.A.

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Citizenship or place of organization

 

    Luxembourg

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

 

    0

6

Shared voting power

 

    5,983,549

7

Sole dispositive power

 

    0

8

Shared dispositive power

 

    5,983,549

  9

Aggregate amount beneficially owned by each reporting person

 

    5,983,549

10

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11

Percent of class represented by amount in Row (9)

 

    30.4%1

12

Type of reporting person

 

    CO

 

1  Based on 19,655,650 shares of the Issuer’s common stock outstanding as of November 10, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014.


SCHEDULE 13G

 

CUSIP No. 040221 103 Page 3 of 8

 

  1 

Name of reporting persons

 

Public Joint Stock Company “Pharmstandard”

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Citizenship or place of organization

 

    Russian Federation

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

 

    0

6

Shared voting power

 

    5,983,549

7

Sole dispositive power

 

    0

8

Shared dispositive power

 

    5,983,549

  9

Aggregate amount beneficially owned by each reporting person

 

    5,983,549

10

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11

Percent of class represented by amount in Row (9)

 

    30.4%2

12

Type of reporting person

 

    HC

 

2  Based on 19,655,650 shares of the Issuer’s common stock outstanding as of November 10, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014.

 

3


SCHEDULE 13G

 

CUSIP No. 040221 103    Page 4 of 8

 

Item 1(a). Name of Issuer: Argos Therapeutics, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

4233 Technology Drive

Durham, North Carolina 27704

 

Item 2(a). Name of Person(s) Filing:

Pharmstandard International S.A. (“Pharmstandard International”)

Public Joint Stock Company “Pharmstandard” (“Pharmstandard”)

Attached as Exhibit 99.1 is a copy of the Joint Filing Agreement between the reporting persons, pursuant to which they agree that this Schedule 13G is filed on behalf of each of them.

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

Principal business office for Pharmstandard International:

65, Boulevard Grande—Duchesse Charlotte

Luxembourg L-1331

Principal business office for Pharmstandard:

Likhachevsky proezd 5 “B”, Moscow region,

Dogoprudny town, Russian Federation 141700

 

Item 2(c). Citizenship:

Pharmstandard International is a Luxembourg société anonyme.

Pharmstandard is a Russian public joint stock company.

 

Item 2(d). Title of Class of Securities: Common Stock, $0.001 par value per share.

 

Item 2(e). CUSIP Number: 040221 103

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable

 

Item 4. Ownership:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

     Pharmstandard
International
    Pharmstandard  

(a) Amount beneficially owned:

     5,983,549 (1)      5,983,549 (1) 

(b) Percent of class:

     30.4 %(2)      30.4 %(2) 

(c) Number of shares as to which such person has:

    

(i) Sole power to vote or to direct the vote:

    

(ii) Shared power to vote or to direct the vote:

     5,983,549 (1)      5,983,549 (1) 

(iii) Sole power to dispose or to direct the disposition of:

    

(iv) Shared power to dispose or to direct the disposition of:

     5,983,549 (1)      5,983,549 (1) 

 

4


SCHEDULE 13G

 

CUSIP No. 040221 103    Page 5 of 8

 

(1) As of the date hereof Pharmstandard, as parent of Pharmstandard International, holds directly or indirectly a majority interest in the outstanding equity securities of Pharmstandard International and may therefore be deemed to beneficially own the shares covered by this Schedule 13G.
(2) Based on 19,655,650 shares of the Issuer’s common stock outstanding as of November 10, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014.

 

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ¨

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

 

Item 8. Identification and Classification of Members of the Group: Not applicable.

 

Item 9. Notice of Dissolution of Group: Not applicable.

 

Item 10. Certification: Not applicable.

 

5


SCHEDULE 13G

 

CUSIP No. 040221 103    Page 6 of 8

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2015     PHARMSTANDARD INTERNATIONAL S.A.
    By:  

/s/ Gérard Birchen

      Name: Gérard Birchen
      Title: Director
    PHARMSTANDARD INTERNATIONAL S.A.
    By:  

/s/ Olena Rebrova

      Name: Olena Rebrova
      Title: Director

 

6


SCHEDULE 13G

 

CUSIP No. 040221 103    Page 7 of 8

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2015     PUBLIC JOINT STOCK COMPANY “PHARMSTANDARD”
    By:  

/s/ Chupikov Vladimir M.

    Name:   Chupikov Vladimir M.
    Title:   General Director