UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF DECEMBER 2022
COMMISSION FILE NUMBER 001-38976
Genmab A/S
(Exact name of Registrant as specified in its charter)
Kalvebod Brygge 43
1560 Copenhagen V
Denmark
+45 70 20 27 28
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ⌧ Form 40-F ◻
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
Yes ◻ No ⌧
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)
Yes ◻ No ⌧
This report on Form 6-K shall be deemed to be incorporated by reference in Genmab A/S’s registration statements on Form S-8 (File No. 333-232693) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GENMAB A/S | |
| | |
| BY: | /s/ Anthony Pagano |
| | Name: Anthony Pagano |
| | Title: Executive Vice President & Chief Financial Officer |
DATE: December 13, 2022
EXHIBIT INDEX
Exhibit | Description of Exhibit |
| |
99.1 | Company Announcement Dated December 13, 2022: Capital Increase in Genmab as a Result of Employee Warrant Exercise |
99.2 | Company Announcement Dated December 13, 2022: Transactions with shares and linked securities in Genmab A/S made by managerial employees and their closely associated persons |
Exhibit 99.1
Capital Increase in Genmab as a Result of Employee Warrant Exercise
Company Announcement
COPENHAGEN, Denmark; December 13, 2022 – Genmab A/S (Nasdaq: GMAB) will increase its share capital by 74,849 shares as a consequence of the exercise of employee warrants.
The increase is effected without any preemption rights for the existing shareholders of the company or others. The shares are subscribed in cash at the following price per share of nominally DKK 1:
133 shares at DKK 815.50,
7,709 shares at DKK 1,025.00,
2,917 shares at DKK 1,032.00,
1,616 shares at DKK 1,050.00,
19,434 shares at DKK 1,145.00,
1,237 shares at DKK 1,147.50,
1,415 shares at DKK 1,155.00,
926 shares at DKK 1,161.00,
1,837 shares at DKK 1,233.00,
1,317 shares at DKK 1,334.50,
240 shares at DKK 1,402.00,
56 shares at DKK 1,424.00,
200 shares at DKK 1,432.00, and
35,812 shares at DKK 1,615.00.
Proceeds to the company are approximately DKK 101.7 million. The increase corresponds to approximately 0.11% of the company's share capital.
The new shares are ordinary shares without any special rights and are freely transferable negotiable instruments. The new shares give rights to dividends and other rights in relation to the company as of subscription. The new shares will be listed on Nasdaq Copenhagen after registration with the Danish Business Authority. The capital increase is expected to be finalized shortly.
Pursuant to section 32 of the Danish Capital Markets Act No. 2014 of November 1, 2021, it is hereby announced, that the total nominal value of Genmab A/S' share capital after the capital increase is DKK 65,961,573 which is made up of 65,961,573 shares of a nominal value of DKK 1 each, corresponding to 65,961,573 votes.
About Genmab
Genmab is an international biotechnology company with a core purpose to improve the lives of people with cancer. For more than 20 years, Genmab’s vision to transform cancer treatment has driven its passionate, innovative and collaborative teams to invent next-generation antibody technology platforms and leverage translational research and data sciences, fueling multiple differentiated cancer treatments that make an impact on people’s lives. To develop and deliver novel therapies to patients, Genmab has formed 20+ strategic partnerships with biotechnology and pharmaceutical companies. Genmab’s proprietary pipeline includes bispecific T-cell engagers, next-generation immune checkpoint modulators, effector function enhanced antibodies and antibody-drug conjugates.
Genmab is headquartered in Copenhagen, Denmark with locations in Utrecht, the Netherlands, Princeton, New Jersey, U.S. and Tokyo, Japan. For more information, please visit Genmab.com and follow us on Twitter.com/Genmab.
Genmab A/S | Tel: +45 7020 2728 | Company Announcement no. 61 |
Kalvebod Brygge 43 | Fax: +45 7020 2729 | Page 1/2 |
21560 Copenhagen V, Denmark | www.genmab.com | CVR no. 2102 3884 |
| | LEI Code 529900MTJPDPE4MHJ122 |
Capital Increase in Genmab as a Result of Employee Warrant Exercise
Contact:
Marisol Peron, Senior Vice President, Communications and Corporate Affairs
T: +1 609 524 0065; E: mmp@genmab.com
Andrew Carlsen, Vice President, Head of Investor Relations
T: +45 3377 9558; E: acn@genmab.com
This Company Announcement contains forward looking statements. The words “believe”, “expect”, “anticipate”, “intend” and “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially from any future results or performance expressed or implied by such statements. The important factors that could cause our actual results or performance to differ materially include, among others, risks associated with pre-clinical and clinical development of products, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, the competitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes and developments in technology which may render our products or technologies obsolete, and other factors. For a further discussion of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available on www.genmab.com and the risk factors included in Genmab’s most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. Genmab does not undertake any obligation to update or revise forward looking statements in this Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after the date made or in relation to actual results, unless required by law.
Genmab A/S and/or its subsidiaries own the following trademarks: Genmab®; the Y-shaped Genmab logo®; Genmab in combination with the Y-shaped Genmab logo®; HuMax®; DuoBody®; DuoBody in combination with the DuoBody logo®; HexaBody®; HexaBody in combination with the HexaBody logo®; DuoHexaBody® and HexElect®.
Genmab A/S | Tel: +45 7020 2728 | Company Announcement no. 61 |
Kalvebod Brygge 43 | Fax: +45 7020 2729 | Page 2/2 |
21560 Copenhagen V, Denmark | www.genmab.com | CVR no. 2102 3884 |
| | LEI Code 529900MTJPDPE4MHJ122 |
Exhibit 99.2
Transactions with shares and linked securities in Genmab A/S made by managerial employees and their closely associated persons
Company Announcement
COPENHAGEN, Denmark; December 13, 2022 – Genmab A/S (Nasdaq: GMAB) - In accordance with Article 19 of Regulation No. 596/2014 on Market Abuse and Implementing Regulation 2016/523, this document discloses the data of the transactions made in Genmab A/S (Nasdaq: GMAB) made by managerial employees and their closely associated persons.
The company’s managerial employees and their closely associated persons have given Genmab A/S power of attorney on their behalf to publish trading in Genmab shares by the company’s managerial employees and their closely associated persons.
Please find below a statement of such trading in shares issued by Genmab A/S
1. | Details of the person discharging managerial responsibilities / | ||
a) | Name | Jan G. J. van de Winkel | |
2. | Reason for the notification | ||
a) | Position/status | President and Chief Executive Officer | |
b) | Initial notification/Amendment | Initial notification | |
3. | Details of the issuer, emission allowance market participant, | ||
a) | Name | Genmab A/S | |
b) | LEI-code | 529900MTJPDPE4MHJ122 | |
4. | Details of the transaction(s): section to be repeated for | ||
a) | Description of the financial | DK0010272202 | |
b) | Nature of the transaction | Subscription of shares (exercise of warrants) | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
1,145.00 | 17,941 | ||
d) | Aggregated information | 17,941 shares DKK 1,145.00 | |
e) | Date of the transaction | 2022-12-13 | |
f) | Place of the transaction | Outside a market place | |
Genmab A/S | Tel: +45 7020 2728 | Company Announcement no. 62 |
Kalvebod Brygge 43 | Fax: +45 7020 2729 | Page 1/4 |
21560 Copenhagen V, Denmark | www.genmab.com | CVR no. 2102 3884 |
| | LEI Code 529900MTJPDPE4MHJ122 |
Transactions with shares and linked securities in Genmab A/S made by managerial employees and their closely associated persons
Details of the person discharging managerial responsibilities / | |||
a) | Name | Mijke Zachariasse | |
2. | Reason for the notification | ||
a) | Position/status | Member of the Board of Directors | |
b) | Initial notification/Amendment | Initial notification | |
3. | Details of the issuer, emission allowance market participant, | ||
a) | Name | Genmab A/S | |
b) | LEI-code | 529900MTJPDPE4MHJ122 | |
4. | Details of the transaction(s): section to be repeated for | ||
a) | Description of the financial | Share DK0010272202 | |
b) | Nature of the transaction | Subscription of shares (exercise of warrants) | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
DKK 1,025.00 | 317 | ||
| | DKK 1,402.00 | 240 |
| | DKK 1,615.00 | 351 |
d) | Aggregated information | 908 shares | |
e) | Date of the transaction | 2022-12-13 | |
f) | Place of the transaction | Outside a market place | |
Genmab A/S | Tel: +45 7020 2728 | Company Announcement no. 62 |
Kalvebod Brygge 43 | Fax: +45 7020 2729 | Page 2/4 |
21560 Copenhagen V, Denmark | www.genmab.com | CVR no. 2102 3884 |
| | LEI Code 529900MTJPDPE4MHJ122 |
Transactions with shares and linked securities in Genmab A/S made by managerial employees and their closely associated persons
1. | Details of the person discharging managerial responsibilities / | ||
a) | Name | Mijke Zachariasse | |
2. | Reason for the notification | ||
a) | Position/status | Member of the Board of Directors | |
b) | Initial notification/Amendment | Initial notification | |
3. | Details of the issuer, emission allowance market participant, | ||
a) | Name | Genmab A/S | |
b) | LEI-code | 529900MTJPDPE4MHJ122 | |
4. | Details of the transaction(s): section to be repeated for | ||
a) | Description of the financial | Share DK0010272202 | |
b) | Nature of the transaction | Sale of shares | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
DKK 3,260.00 | 14 | ||
| | DKK 3,260.00 | 12 |
| | DKK 3,260.00 | 48 |
| | DKK 3,260.00 | 18 |
d) | Aggregated information | 92 shares DKK 3,260.00 | |
e) | Date of the transaction | 2022-12-13 | |
f) | Place of the transaction | Nasdaq Copenhagen (XCSE) | |
About Genmab
Genmab is an international biotechnology company with a core purpose to improve the lives of people with cancer. For more than 20 years, Genmab’s vision to transform cancer treatment has driven its passionate, innovative and collaborative teams to invent next-generation antibody technology platforms and leverage translational research and data sciences, fueling multiple differentiated cancer treatments that make an impact on people’s lives. To develop and deliver novel therapies to patients, Genmab has formed 20+ strategic partnerships with biotechnology and pharmaceutical companies. Genmab’s proprietary pipeline includes bispecific T-cell engagers, next-generation immune checkpoint modulators, effector function enhanced antibodies and antibody-drug conjugates.
Genmab is headquartered in Copenhagen, Denmark with locations in Utrecht, the Netherlands, Princeton, New Jersey, U.S. and Tokyo, Japan. For more information, please visit Genmab.com and follow us on Twitter.com/Genmab.
Genmab A/S | Tel: +45 7020 2728 | Company Announcement no. 62 |
Kalvebod Brygge 43 | Fax: +45 7020 2729 | Page 3/4 |
21560 Copenhagen V, Denmark | www.genmab.com | CVR no. 2102 3884 |
| | LEI Code 529900MTJPDPE4MHJ122 |
Transactions with shares and linked securities in Genmab A/S made by managerial employees and their closely associated persons
Contact:
Marisol Peron, Senior Vice President, Communications and Corporate Affairs
T: +1 609 524 0065; E: mmp@genmab.com
Andrew Carlsen, Vice President, Head of Investor Relations
T: +45 3377 9558; E: acn@genmab.com
This Company Announcement contains forward looking statements. The words “believe”, “expect”, “anticipate”, “intend” and “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially from any future results or performance expressed or implied by such statements. The important factors that could cause our actual results or performance to differ materially include, among others, risks associated with pre-clinical and clinical development of products, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, the competitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes and developments in technology which may render our products or technologies obsolete, and other factors. For a further discussion of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available on www.genmab.com and the risk factors included in Genmab’s most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. Genmab does not undertake any obligation to update or revise forward looking statements in this Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after the date made or in relation to actual results, unless required by law.
Genmab A/S and/or its subsidiaries own the following trademarks: Genmab®; the Y-shaped Genmab logo®; Genmab in combination with the Y-shaped Genmab logo®; HuMax®; DuoBody®; DuoBody in combination with the DuoBody logo®; HexaBody®; HexaBody in combination with the HexaBody logo®; DuoHexaBody® and HexElect®.
Genmab A/S | Tel: +45 7020 2728 | Company Announcement no. 62 |
Kalvebod Brygge 43 | Fax: +45 7020 2729 | Page 4/4 |
21560 Copenhagen V, Denmark | www.genmab.com | CVR no. 2102 3884 |
| | LEI Code 529900MTJPDPE4MHJ122 |