As filed with the Securities and Exchange
Commission on February 12, 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
GENMAB A/S
(Exact name of registrant as specified in its charter)
|
The Kingdom of Denmark
(State or other jurisdiction
of incorporation or organization) |
Carl Jacobsens Vej 30
2500 Valby
Denmark
(Address of Principal Executive
Offices, including zip code) |
Not Applicable
(I.R.S. Employer
Identification No.) |
Genmab A/S 2021 Restricted Stock Units Program
Genmab A/S 2021 Warrant Scheme
(Full title of the plans)
Genmab US, Inc.
777 Scudders Mill Road
Plainsboro, NJ 08536
(Name and address of agent for service)
(609) 430-2481
(Telephone number, including area code, of agent for service)
With a copy to:
Doreen E. Lilienfeld, Esq.
Allen Overy Shearman Sterling, LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000
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 |
☒ |
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. ❑
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I of Form S-8
to be contained in the prospectus is omitted from this Registration Statement on form S-8 (the “Registration Statement”) in
accordance with Rule 428 under the Securities Act and the “Note” to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Securities
and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:
(a) The Registrant’s annual report on
Form 20-F for the fiscal year ended December 31, 2024, filed with the Commission on February
12, 2025.
(b) All other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the registration statement referred
to in (a) above (other than portions of those documents furnished or not otherwise deemed to be filed).
(c) The description of the Registrant’s
Ordinary Shares and American Depositary Shares incorporated by reference to Exhibit 2.3 to the Registrant’s annual report on Form
20-F filed with the Commission on February 12, 2025.
All documents filed by the Registrant subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent specifically designated therein,
Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being
incorporated into this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating
that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.
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 other subsequently filed document which also is or 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. |
According to the Danish Companies Act, shareholders,
at the general meeting, are permitted to discharge the Registrant’s board members and registered managers from liability for any
particular financial year based on a resolution relating to the period covered by the financial statements for the previous financial
year. This discharge means that the shareholders will relieve such board members and registered managers from liability to the Registrant.
However, shareholders cannot discharge any claims by individual shareholders or other third parties. The discharge can be set aside in
case the general meeting prior to its decision to discharge was not presented with all reasonable information necessary for the general
meeting to assess the matter at hand. In addition, the Registrant provides its board members and registered managers with directors’
and officers’ liability insurance.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
The following exhibits are filed as part of this Registration
Statement:
_____________
* Filed herewith.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement which shall
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:
(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 this 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 this Registration
Statement; and
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) 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.
(b) The undersigned
Registrant hereby further 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 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) 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 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.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe 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 Utrecht, the Netherlands
on February 11, 2025.
| |
Genmab A/S |
| |
(Registrant) |
| |
By: |
/s/ Jan G.
J. van de Winkel |
| |
|
Jan G. J. van de Winkel |
| |
|
President & Chief Executive Officer |
Limited Power of Attorney
(Form S-8)
KNOW ALL PERSONS BY THESE PRESENTS, that each
of the undersigned officers and directors of the Registrant does hereby constitute and appoint each of Birgitte Stephensen and Anthony
Pagano as his or her true and lawful attorney-in-fact and agent, to do or cause to be done any and all acts and things and to execute
any and all instruments and documents which said attorneys-in-fact and agents may deem advisable or necessary to enable the Company to
comply with the Securities Act, and any rules, regulations and requirements of the Commission in respect thereof, in connection with the
registration of the securities or deferred compensation obligations of the Registrant being registered on the Registration Statement (the
“Securities”), including specifically, but without limiting the generality of the foregoing, power and authority to sign,
in the name and on behalf of each of the undersigned, the Registration Statement, any other registration statement under Rule 462(b) of
the Securities Act, or another appropriate form in respect of the registration of the Securities, and any and all amendments thereto,
including post-effective amendments, and any instruments, contracts, documents or other writings of which the originals or copies thereof
are to be filed as a part of, or in connection with, any such registration statement or any other appropriate form or amendments thereto,
and to file or cause to be filed the same with the Commission, and to effect any and all applications and other instruments in the name
and on behalf of each of the undersigned which said attorneys-in-fact and agents deem advisable in order to qualify or register the Securities
under the securities laws of any of the several states or other jurisdictions; and each of the undersigned does hereby ratify all that
said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Each attorney-in-fact and agent is hereby granted full
power of substitution and revocation with respect hereto.
| Signatures |
Title |
Date |
| |
|
|
| /s/ Jan
G. J. van de Winkel |
|
|
| Jan G. J. van de Winkel |
President & Chief Executive Officer |
February 11,
2025 |
| |
(Principal Executive Officer) |
|
| |
|
|
| /s/ Anthony Pagano |
|
|
| Anthony Pagano |
Executive Vice President & Chief Financial Officer |
February 11,
2025 |
| |
(Principal Financial Officer and Principal Accounting |
|
| |
Officer) |
|
| |
|
|
| /s/ Deirdre P. Connelly |
|
|
| Deirdre P. Connelly |
Chair of the Board of Directors |
February 11,
2025 |
| |
|
|
| |
|
|
| /s/ Pernille Erenbjerg |
|
|
| Pernille Erenbjerg |
Deputy Chair of the Board of Directors |
February 11,
2025 |
| |
|
|
| /s/ Anders Gersel Pedersen |
|
|
| Anders Gersel Pedersen |
Director |
February 11,
2025 |
| |
|
|
| /s/ Paolo Paoletti |
|
|
| Paolo Paoletti |
Director |
February 11,
2025 |
| |
|
|
| /s/ Rolf Hoffman |
|
|
| Rolf Hoffman |
Director |
February 11,
2025 |
| |
|
|
| /s/ Elizabeth O’Farrell |
|
|
| Elizabeth O’Farrell |
Director |
February 11,
2025 |
| |
|
|
| /s/ Mijke Zachariasse |
|
|
| Mijke Zachariasse |
Director |
February 11,
2025 |
| |
|
|
| /s/ Takahiro Hamatani |
|
|
| Takahiro Hamatani |
Director |
February 11,
2025 |
| |
|
|
| /s/ Martin Schultz |
|
|
| Martin Schultz |
Director |
February 11,
2025 |
IN WITNESS WHEREOF,
each of the undersigned has executed this Limited Power of Attorney as of and on the dates indicated below.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature of Authorized U.S. Representative
of Registrant
Pursuant to the requirements of the Securities
Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement
on February 11, 2025.
| |
By: |
/s/ Anthony
Pagano |
| |
|
Name: Anthony Pagano |
| |
|
Title: Executive Vice President and Chief Financial Officer |
EXHIBIT 5.1
Genmab A/S
Carl Jacobsens Vej 30,
DK-2500 Valby (Copenhagen)
Denmark
(the “Company”)
REGARDING REGISTRATION STATEMENT ON FORM S-8 OF GENMAB A/S
Dear Sirs,
We have acted as Danish counsel to Genmab A/S
(the “Company”) in connection with the registration (made pursuant to the form S-8 dated February 12, 2025) of i) up to 570,000
ordinary shares of the Company that are authorized for issuance pursuant to warrants on the terms of the Genmab A/S 2021 Warrant Scheme
(the “Warrant Shares”) and ii) up to 800,000 ordinary shares of the Company to be delivered by the Company under the Genmab
A/S 2021 Restricted Stock Units Program (the “RSU Shares”, the Warrant Shares and the RSU Shares are collectively referred
to as the “Incentive Shares”). We note that the Company will not issue any new shares under the RSU program but instead deliver
the RSU Shares with Existing Shares that are held by the Company and are already issued and listed on Nasdaq Copenhagen. As used herein,
the term “Existing Shares” shall include all issued and outstanding shares as of February 12, 2025.
In connection with the opinion expressed herein,
we have examined such documents, records, and matters of law as we have deemed relevant or necessary for purposes of this opinion.
Based on the foregoing, and subject to the
further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Warrant Shares that may be issued
following exercise of the warrants have upon: i) valid resolution by the Board of Directors to grant the warrants and increase the share
capital of the Company in accordance with the Company's Articles of Association and the Danish Companies Act, ii) valid subscription in
writing by the subscribers, iii) payment of the full subscription price to an account in the name of the Company, and iv) registration
of the capital increase and the corresponding amendment of the Company's Articles of Association with the Danish Business Authority, been
duly authorized and will be validly issued, fully paid and non-assessable.
Non-assessable shall in this context mean,
in relation to a share, that the issuer of the share has no right to require the holder of the share to pay to the issuer any amount (in
addition to the amount required for the share to be fully paid) solely as a result of his shareholding.
Further, we are of the opinion that
according to an online transcript for the Company from the Danish Business Authority dated February 12, 2025 the Existing
Shares are validly issued, fully paid and non-assessable (i.e. no further contributions in respect thereof will be required to be
made to the Company by the holders thereof, by reason only of their being such holders).
This Opinion is given only with respect to
the laws of Denmark as in force today and as such laws are currently applied by Danish courts and we express no opinion with respect to
the laws of any other jurisdiction nor have we made any investigations as to any law other than the laws of Denmark.
This Opinion expresses no opinion on the settlement
agent’s actions or omissions in relation to settlement of any Incentive Shares and registrations with VP Securities A/S (Euronext
Securities).
Further, this opinion is qualified upon
that the information contained in the online transcript dated February 12, 2025 from the Danish Business Authority concerning
the Company being accurate, complete and updated.
We advise you that we are not assuming any
obligation to notify you of any changes in this opinion as a result of any facts or circumstances that may come to our attention in the
future or as a result of any changes in laws which may hereafter occur.
EXHIBIT 5.1
This Opinion is governed by and construed in
accordance with Danish law and is limited to matters of the laws of Denmark (excluding Greenland and the Faroe Islands) as in effect and
applied on the date of this Opinion. We express no opinion with respect to the laws of any other jurisdiction, nor have we made any investigation
as to any laws other than the laws of Denmark. The courts of Denmark shall have exclusive jurisdiction to adjudicate upon any dispute
arising under or in connection with this Opinion.
This Opinion is strictly limited to the matters
stated herein and is not to be read as extending by implication to any other matter.
We hereby consent to the filing of this Opinion
as an exhibit to the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission to effect the
registration of the Incentive Shares. In giving this consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
We are qualified to practice law in Denmark.
Best regards,
Kromann Reumert
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 12, 2025, relating to the financial statements of Genmab A/S and the
effectiveness of Genmab A/S internal control over financial reporting, appearing in Genmab A/S Annual Report on Form 20-F for
the year ended December 31, 2024.
/s/ Deloitte Statsautoriseret Revisionspartnerselskab
Copenhagen, Denmark
February 12, 2025
EXHIBIT 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
GENMAB A/S
(Exact Name of Registrant as Specified in its Charter)
Security
Type |
Security
Class Title(1) |
Fee
Calculation Rule |
Amount
Registered |
Proposed
Maximum
Offering Price
Per Share |
Maximum
Aggregate
Offering Price |
Fee
Rate |
Amount
of
Registration Fee |
| Equity |
Ordinary
shares, DKK 1 nominal value per share (“Ordinary Shares”)(1)(2) reserved for issuance under the Genmab A/S
2021 Restricted Stock Units Program |
Rule
457(c) and Rule 457(h) |
800,000 |
$193.42
(3) |
$154,736,000 |
$0.00015310 |
$23,690.08 |
| Equity |
Ordinary
Shares, DKK 1 nominal value per share (“Ordinary Shares”)(1)(2) reserved for issuance under the Genmab A/S
2021 Warrant Scheme |
Rule
457(c) and Rule 457(h) |
570,000 |
$193.42
(3) |
$110,249,400 |
$0.00015310 |
$16,879.18 |
| Total
Offering Amounts |
$264,985,400 |
|
$40,569.26 |
| Total
Fee Offsets |
|
|
-- |
| Net
Fee Due |
|
|
$40,569.26 |
| |
|
|
| |
(1) |
Represents Ordinary Shares issuable under the Genmab A/S 2021 Warrant Scheme and Genmab A/S 2021 Restricted Stock Units Program. In addition, this Registration Statement also relates to such indeterminable number of additional Ordinary Shares as may be issuable pursuant to stock splits, stock dividends or similar transactions. |
| |
(2) |
The Ordinary Shares may be represented by the Registrant’s American Depositary Shares (“ADS”), each of which represents one tenth of one Ordinary Share. The ADSs have been registered under a registration statement on Form F-6, filed with the Commission on May 22, 2013, as amended by Post-Effective Amendment No. 1, filed with the Commission on April 13, 2018, and Post-Effective Amendment No. 2, filed with the Commission on July 15, 2019. |
| |
(3) |
The price of the Ordinary Shares underlying the warrants and the restricted stock units registered under this Registration Statement is estimated pursuant to Rule 457(c) and 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low sales prices of the Ordinary Shares listed on Nasdaq Copenhagen on February 5, 2025 and on the exchange rate of DKK 7.17 per $1.00 as published by Danmarks Nationalbank on February 5, 2025. |
Grafico Azioni Genmab AS (NASDAQ:GMAB)
Storico
Da Feb 2025 a Mar 2025
Grafico Azioni Genmab AS (NASDAQ:GMAB)
Storico
Da Mar 2024 a Mar 2025
