UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~November~~May 291, 2019 ~~2018~~

Argos Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35443	56-2110007
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4233 Technology Drive, Durham North Carolina		27704
(Address of Principal Executive Offices)		(Zip Code)

4233 Technology Drive Durham, North Carolina 27704 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (919) 287-6300

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☒

Item 14.~~03.~~01 ~~Bankruptcy~~Changes orin ~~Receivership.~~Registrant’s Certifying Accountant

a) On ~~November~~May 301, ~~2018~~2019, ~~after~~PricewaterhouseCoopers ~~considering~~LLP ~~all strategic alternatives, Argos Therapeutics, Inc., a Delaware corporation~~ (~~the "Company"), filed a voluntary petition (the~~ “~~Voluntary Petition~~PwC”) ~~for~~resigned ~~relief~~as ~~under~~ the ~~provisions~~independent ofregistered ~~chapter~~public 11accounting offirm ~~title 11~~ of ~~the United States Code (the “Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). The bankruptcy case is being administered under the caption In re~~ Argos Therapeutics, Inc. ~~(Case~~ ~~No. 18-12714). In connection with this chapter 11 filing,~~ (the Company has appointed Matthew Foster as the Company’s Chief Restructuring Officer, effective as of November 30, 2018, and has engaged Mr. Foster’s firm, Sonoran Capital, to provide services to the Company in connection with its chapter 11 case. The Company intends to continue to operate its business at a reduced level as a “~~debtor-in-possession~~Company” ~~under the jurisdiction of the Court and in accordance with the applicable provisions of the Code and orders of the Court~~). The Company expects that the chapter 11 filing will result in, among other things, the cancellation or extinguishment of all outstanding shares of the Company’s capital stock without any payment or other distribution on account of those shares.

InPwC’s ~~connection~~report ~~with~~on the ~~chapter 11 filing, the~~ Company’s ~~entered~~financial ~~into~~statements onas ~~November~~of ~~30,~~and ~~2018 an asset purchase~~for ~~agreement~~the ~~with~~fiscal ~~Cellscript,~~year ~~LLC~~ended ~~and~~December ~~Immune and Cell Therapies~~31, ~~LLC,~~2017 asdid ~~purchasers~~not ~~(collectively,~~contain ~~“Cellscript”)~~any ~~pursuant to~~adverse ~~which~~opinion ~~Cellscript~~or ~~has~~disclaimer ~~agreed to purchase substantially all~~ of ~~the~~opinion, ~~non-cash~~nor ~~assets~~was ofit ~~the~~qualified ~~Company~~or ~~for~~modified as ~~approximately~~to ~~$1.675~~uncertainty, ~~million in~~audit ~~cash~~scope, ~~together~~or ~~with~~accounting ~~the payment of specified costs~~principles, ~~assumption~~except ofthat ~~the Company~~PwC’s ~~facilities~~report ~~lease~~for ~~and specified licenses, and~~ the ~~waiver~~fiscal ~~and/or~~year ~~transfer~~ended byDecember 31, 2017 ~~Cellscript~~included ofan aexplanatory ~~claim~~paragraph ofindicating ~~$2.0~~that ~~million~~there ~~for~~was ~~amounts~~substantial ~~due~~doubt ~~under~~about the ~~December~~Company’s ~~22,~~ability ~~2015~~to ~~agreement between~~continue ~~Cellscript~~as ~~and~~a ~~the~~going ~~Company~~concern. ~~The~~PwC ~~sale~~did ofnot ~~assets~~audit tothe ~~Cellscript~~Company’s isfinancial ~~subject~~statements toas ~~review and approval~~ of ~~the Court, compliance with agreed upon~~ and ~~Court-approved bidding procedures allowing~~ for the ~~submission~~fiscal ofyear ~~higher~~ended ~~and~~December ~~better offers~~31, ~~and other agreed-upon conditions~~ 2018.

During the fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through May 1, 2019, there were (i) no “disagreements” (as that term is defined in Item ~~5.02.~~304(a)(1)(iv) of ~~Departure~~Regulation S-K and the related instructions) between the Company and PwC on any matter of ~~Directors~~accounting principles or ~~Principal~~practices, financial ~~Officers;~~statement ~~Election~~disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of ~~Directors;~~PwC, would ~~Appointment~~have caused PwC to make reference to the subject matter of ~~Principal~~the ~~Officers~~disagreement in its reports on the Company’s consolidated financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

InThe ~~connection~~Company ~~with~~provided ~~the~~PwC ~~chapter~~with 11a ~~filing,~~copy onof ~~November~~this ~~30,~~Current ~~2018,~~Report ~~the Company~~on ~~terminated~~Form ~~the~~8-K ~~employment of Jeffrey D. Abbey, President~~ and requested ~~Chief~~that ~~Executive~~PwC ~~Officer~~furnish ofto the Company, ~~Richard~~a D.letter ~~Katz,~~addressed ~~Chief Financial~~to ~~Officer of~~ the ~~Company~~United ~~and~~States ~~Charles~~Securities ~~Nicolette, Chief Scientific Officer~~ and ~~Vice~~Exchange ~~President~~Commission ~~of Research and Development~~(“SEC”) ofstating ~~the~~whether ~~Company.~~or ~~Each~~not ofPwC ~~Mr.~~agrees ~~Abbey~~with ~~and~~the ~~Drs.~~above ~~Katz~~statements and, ~~Nicolette~~if ~~will~~not, ~~remain~~stating ~~available as consultants to~~ the ~~Company~~respects ~~pursuant~~in ~~to consulting agreements previously entered into on August 29, 2018,~~ which ~~consulting~~it ~~agreements~~does ~~were~~not ~~previously~~agree. ~~filed~~A ascopy of ~~exhibits to the Company~~PwC’s ~~Quarterly~~ ~~Report~~letter onto ~~Form 10-Q filed with~~ the ~~Securities~~SEC, ~~and~~dated ~~Exchange~~May 3, ~~Commission~~2019, onis ~~November~~attached ~~19,~~as ~~2018.~~Exhibit Mr16.1 ~~Abbey will also continue~~ to ~~serve~~this asCurrent aReport ~~director~~on ~~of the Company~~Form 8-K.

InItem ~~addition, on November 29, 2018 and following approval of the chapter 11 filing and related actions, Hubert Birner, Robert F~~9. ~~Carey and Irackly Mtibelishvily resigned from the Board of Directors (the “Board”) of the Company, effective as of the filing of the Voluntary Petition with the Court~~01. AtFinancial ~~the~~Statements ~~time of resignation, Dr. Birner was a member of the Audit Committee~~ and ~~Nominating and Corporate Governance Committee of the Board, Mr~~Exhibits. Carey was a member of the Audit Committee and the Compensation Committee of the Board and Mr. Mtibelishvily was a member of the Nominating and Corporate Governance Committee of the Board. The resignations are not the result of any disagreement with the Company regarding the Company’s operations, policies or practices.

SIGNATURE

Exhibit No.		Description

16.1		Letter from PricewaterhouseCoopers LLP to the SEC, dated May 3, 2019, regarding the statements made in this Current Report on Form 8-K

~~Pursuant~~SIGNATURES ~~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 hereunto duly authorized.~~

~~ARGOS~~Pursuant ~~THERAPEUTICS~~to the requirements of the Securities Exchange Act of 1934, ~~INC.~~the ~~By:~~registrant ~~/s/~~has duly ~~Matthew~~caused ~~Foster~~this ~~Name:~~report ~~Matthew~~to ~~Foster~~be ~~Title:~~signed ~~Chief~~on ~~Restructuring~~its ~~Officer~~behalf by the undersigned hereunto duly authorized.

DATED: December 3, 2018

	Argos Therapeutics, Inc.

Date: May 3, 2019	By:	/s/ Matthew Foster
		Matthew Foster
		Chief Restructuring Officer

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