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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November, 2016

____________

 

Commission File Number: 001-37891

 

AC IMMUNE SA

(Exact name of registrant as specified in its charter)

 

EPFL Innovation Park

Building B

1015 Lausanne, Switzerland

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

  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

X

 

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

X

 

 
 
 

Annual Ordinary Shareholders’ Meeting Results

 

On November 15, 2016, AC Immune SA (“AC Immune”) held its annual Ordinary Shareholders’ Meeting. The presentation that was given at the Ordinary Shareholders’ Meeting is attached hereto as Exhibit 99.1. The final results of each of the agenda items submitted to a vote of the shareholders are as follows:

 

Agenda Item 1: Approval of the Annual Report, Annual Financial Statements and Consolidated Financial Statements of AC Immune SA for the year 2015

 

AC Immune shareholders approved the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements of AC Immune SA under IFRS for the year 2015.

 

Agenda Item 2: Appropriation of Gain

 

AC Immune shareholders approved the application of the net profit of the year 2015 in the amount of KCHF 20,173 against the loss brought forward of KCHF 45,103 resulting in a reduced new balance of loss brought forward of KCHF 24,930.

 

Agenda Item 3: Discharge of the Members of the Board of Directors and the Executive Board

 

AC Immune shareholders approved the discharge the Board and the Executive Board of their liabilities for their activities in the financial year 2015.

 

Agenda Item 4: Compensation for the Members of the Board of Directors and the Executive Committee

 

AC Immune shareholders approved:

 

A.The total maximum amount of non-performance-related compensation for the members of the Board of Directors covering the period from 15 November 2016 to 30 June 2017, i.e., CHF 286,080 (cash base compensation plus social security costs);

 

B.The maximum grant of equity or equity linked instruments for the members of the Board of Directors from 15 November 2016 to 30 June 2017 with maximum value of CHF 460,000 (equity value plus social security costs);

 

C.The total maximum amount of non-performance-related cash compensation for the members of the Executive Committee from 15 November 2016 to 30 June 2017, i.e., CHF 836,790 (cash base compensation plus social security costs);

 

D.The total maximum amount of variable compensation for the members of the Executive Committee for the current year 2016, i.e., CHF 667,000 (cash compensation plus social security costs); and

 

E.The maximum of equity or equity linked instruments for the members of the Executive Committee from 15 November 2016 to 30 June 2017, i.e., CHF 2,001,000 (equity value plus social security costs).

 

 

 

Agenda Item 5: 2016 Stock Option and Incentive Plan

 

AC Immune shareholders approved the 2016 Stock Option and Incentive Plan including a maximum of 2,057,740 options for common shares under the 2016 Stock Option and Incentive Plan.

 

Agenda Item 6: Election of the Members of the Board

 

AC Immune shareholders approved the re-election of Martin Velasco as member and as Chairman of the Board, Peter Bollmann, Friedrich von Bohlen, Andrea Pfeifer and Detlev Riesner as members of the Board of Directors and the election of Thomas Graney as new member of the Board of Directors, each until the end of the next Ordinary General Meeting.

 

Agenda Item 7: Election to the Compensation, Nomination & Corporate Governance Committee

 

AC Immune shareholders approved the election of Detlev Riesner, Martin Velasco and Tom Graney as members of the Compensation, Nomination & Corporate Governance Committee, each until the end of the next Ordinary General Meeting.

 

Agenda Item 8: Re-Election of the independent proxy

 

AC Immune shareholders approved the election of Bugnion Ballansat Ehrler, represented by Gérald Virieux, as AC Immune’s independent proxy until the end of the next Ordinary General Meeting.

 

Agenda Item 9: Re-Election of the Auditors

 

AC Immune shareholders approved the re-election of Ernst & Young SA, in Lancy, for a term of office of one year.

 

 

 

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.

 

    AC IMMUNE SA
     
     
      By: /s/ Andrea Pfeifer
        Name: Andrea Pfeifer
        Title: Chief Executive Officer



 

      By: /s/ George Pavey
        Name: George Pavey
        Title: Chief Financial Officer

Date: November 15, 2016

 

 

 

EXHIBIT INDEX

 

Exhibit Number Description
99.1 Annual Ordinary Shareholders’ Meeting presentation

 

 

 

Exhibit 99.1

 

www.acimmune.com 2016 AC Immune - Not to be used or reproduced without permission. NOVEL THERAPIES AND DIAGNOSTICS FOR NEURODEGENERATIVE DISEASES WITH FOCUS ON ALZHEIMER’S Annual General Meeting l November 15, 2016

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 2 Vision SupraAntigen TM Vaccines and antibodies specific to disease causing conformations Morphomer TM Conformation - sensitive small molecules Become a global leader in neurodegenerative diseases leveraging dual proprietary technology platforms to develop breakthrough therapies

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 3 AC Immune – A leader in neurodegenerative diseases Large and growing neurodegenerative disease market driven by significant unmet medical need 1 Multiple high - profile strategic alliances with leading industry partners provide external validation and resources (Roche/Genentech, J&J/Janssen, Piramal , Nestlé/NIHS (1) , Biogen) 5 Proprietary technology platforms ( SupraAntigen , Morphomer ) as engines for sustained growth 2 3 Diverse product pipeline with complementary diagnostic agents in clinical development (active and passive immunotherapies, small molecules) 4 Phase 3 lead product, crenezumab, with compelling phase 2 data and favorable safety profile Highlights (1) Nestle Institute of Health Sciences SA

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 4 Alzheimer’s disease Early diagnosis translates into earlier treatment and better outcome Genetic diagnosis AD tomorrow AD today Prevention Disease - modifying treatment Symptomatic treatment Imaging diagnosis Clinical diagnosis Age Genetic diagnosis ▪ The future treatment paradigm for neurodegenerative diseases may involve different disease - modifying treatments used at various points in the progression of the disease ▪ Possible combination therapies: ▪ Passive immunization targeting Abeta (e.g., crenezumab ) together with anti - tau antibodies ▪ I mmunotherapies and small molecules targeting Abeta or tau Health index

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 5 Healthy cell Recipient cell Misfolded proteins are generally recognized as leading causes of neurodegenerative diseases AC Immune’s therapies intervene at key points in the disease pathway Healthy cell Affected cell Recipient cell Nucleus Misfolded proteins Nucleus Nucleus Normally folded proteins Nucleus Reverse misfolding Inhibit spreading Promote disaggregation Prevent seeding

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 6 AC Immune’s technology leadership SupraAntigen TM Vaccines and antibodies specific to disease causing conformations Morphomer TM Conformation sensitive small molecules Product - focused and highly productive platforms drive growth Immunotherapy against conformation - specific targets ▪ Antibodies and vaccines highly selective for conformational targets ▪ Rapid antibody response ▪ Acceptable safety profile – T - cell independent mechanism does not trigger T - cell correlated inflammatory response ▪ 4 products in clinical development: crenezumab , ACI - 24, ACI - 35, anti - Tau antibody Hickman et al, JBC 286, 2011 Generation of conformation specific small molecules ▪ Rational chemical design for small molecules that target CNS diseases ▪ Robust library of compounds with desirable properties including brain penetration ▪ Protein propagation inhibitors ▪ Proof - of - concept in animal models ▪ 5 development candidates

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 7 Strategy to create value and mitigate risk Note: Neuro - orphan = neurodegenerative orphan disease, PD = Parkinson’s Disease, PSP = Progressive Supranuclear Palsy, LBD = Lewy Body Dementia ▪ Down syndrome ▪ Neuro - orphan (PSP, Huntington’s) ▪ PD Therapy ▪ PD Diagnostics ▪ Neuro - orphan (LBD) Conformation - specific biologics Conformation - specific small molecules ▪ AD Therapy ▪ AD Diagnostic ▪ AD Diagnostic ▪ AD Therapy Morphomer SupraAntigen Create best - in - class late stage AD assets Short - term Other proteinopathies of the brain and nervous system Medium - term Scientific foundation to generate robust pipeline Continuous Goal: Leader in personalized treatments for neurodegenerative diseases Platform Application Lead i ndication Expansion Long - term

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 8 AC Immune’s robust pipeline Driven by our proprietary technology platforms Biologics Diagnostics Small molecules Crenezumab ( anti - Abeta antibody) AD treatment Product candidate (target) Indication Partner Discovery IVD (5) (Tau, Abeta ) AD treatment and prevention Other disease treatment Diagnostics AD treatment (1) AD prevention AD treatment AD treatment AD treatment AD treatment Down syndrome (3) Glaucoma Parkinson’s AD diagnostic AD diagnostic Parkinson’s diagnostic Pre - clinical Phase 1 Phase 2 Phase 3 (1) AD = Alzheimer’s disease (2) In process of completing a Phase 1/2a study (3) AD and cognitive impairment associated with Down syndrome (4) Currently in first in - man study. Piramal Imaging is expected to advance this program into Phase 1 clinical development in 2016. PET = positron emission tomography (5) IVD = in vitro diagnostic ACI - 24 (2) ( anti - Abeta vaccine) AD treatment ACI - 35 ( anti - pTau vaccine) AD treatment Anti - Tau antibody Morphomer Tau ( Tau inhibitor) ACI - 24 ( anti - Abeta vaccine) AD treatment Morphomer Abeta ( Abeta inhibitor) treatment Morphomer α - syn ( α - synuclein inhibitor) Tau - PET imaging agent (4) α - syn - PET imaging agent

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 9 Highlights and achievements 2015/2016 Company ▪ Received upfront payment from Janssen deal on ACI - 35 signed in December 2014 (01/2015) ▪ Awarded grant from The Michael J. Fox Foundation for Parkinson’s disease to support development of alpha - synuclein PET - tracers (02/2015) ▪ Received milestone payment from Genentech for selection of anti - Tau lead antibody for further development towards clinical trials (07/2015) ▪ Received milestone payment from Genentech/Roche for decision to move crenezumab into phase 3 clinical development in Alzheimer’s disease (07/2015) ▪ Signed collaboration agreement focused on early diagnosis of AD in CSF and blood with Nestlé Institutes of Health Sciences (09/2015) ▪ Signed R&D collaboration agreement with Biogen focused on development of PET - ligands for alpha - synuclein and TDP - 43 (04/2016) ▪ Secured CHF 42.7 million Series E crossover financing round from group of highly regarded investors (05/2016) ▪ Received milestone payment from Genentech for start of P hase 1 of anti - Tau antibody ▪ Secured net proceeds of $ 70.5 million* (CHF 69.4 million) from Initial Public Offering at NASDAQ * Including 15% greenshoe

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 10 Highlights and achievements Clinical stage programs Clinical stage programs ▪ Crenezumab (1) : Commenced patient recruitment of CREAD Phase 3 clinical trial in Q1 2016 ▪ ACI - 24 in DS: Initiated Phase 1 clinical trial in collaboration with the University of California San Diego in people with Down syndrome and published scientific publication in PLOS one ▪ ACI - 35 (2) : Completed enrollment of all patients (cohort 1 - 5) of extended Phase 1b study ▪ Tau - PET imaging agent (3) : Commenced First - in - Man clinical studies after approval of IND and developed improved lead compounds with best - in - class properties ▪ Anti - Tau antibody (1) : Dosed first patient in P hase 1 clinical trial for Alzheimer’s disease Developed under out - licensing agreements with (1) Genentech, (2) Janssen and (3) Piramal

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 11 Highlights and achievements Pre - clinical stage programs ▪ Morphomer Tau (AD): Demonstrated dose - dependent reduction of pathological Tau and improvement of memory ▪ Morphomer Abeta (glaucoma): Revealed promising efficacy with enhanced development properties ▪ Morphomer alpha - synuclein (PD): Showed dose dependent reduction of pathological aggregated alpha - synuclein, rescuing of neuronal function an d improved safety ▪ Alpha - synuclein - PET imaging agent: Revealed promising candidates with high selectivity for alpha - synuclein aggregates and Lewy bodies and good brain penetration and clearance Developed under out - licensing agreements with (1) Genentech, (2) Janssen and (3) Piramal

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 12 Strategy for value creation EVOLVE strategy to develop late stage assets in - house CONTINUE to leverage our dual platform technologies to efficiently advance commercially viable product candidates EXPAND into other neurodegenerative and neuro - orphan diseases ▪ Pursuing neuro - orphan indications may enable us to obtain a streamlined regulatory approval pathway and favorable reimbursement treatment of any approved product INVEST resources to further establish leadership in neurodegenerative diseases and complement existing technology leads ▪ Accelerate the advancement of our diagnostic portfolio ▪ Continue to explore new targets

 
 

www.acimmune.com © 2016 AC Immune. Not to be used or reproduced without permission. Financial Overview Annual General Meeting l November 15, 2016

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 14 Financial overview (IFRS) Key financial data For the Year Ended December 31 (all figures in CHF millions excepts EPS data) 2015 2014 Change Income statement Revenues 39.1 30.3 29.1% R&D expenses 17.0 16.1 5.8% G&A expenses 3.4 3.4 (0.5%) Total operating expenses 20.5 19.6 +4.7% Operating income 18.6 10.7 73.8% Financial result, net 1.6 - n/m Net income 20.3 10.7 88.7% EPS – basic 0.47 0.25 88.0% EPS - diluted 0.44 0.24 83.3%

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 15 Financial overview (IFRS) Key financial data As of December 31, (all figures in CHF millions) 2015 2014 Balance Sheet Cash 76.5 3.3 Accounts receivable 0.3 25.9 Total assets 79.9 30.3 Total shareholders’ equity 71.0 23.5 Total liabilities 8.9 6.8 Total liabiliities and shareholders’ equity 79.9 30.3

 
 

© 2016 AC Immune. Not to be used or reproduced without permission. Annual General Meeting l November 15, 2016 16 Financial overview (IFRS) Key financial data For the Nine Months Ended September 30, (all figures in CHF millions) 2016 2015 Change Income statement Revenues 21.8 38.8 (43.8%) R&D expenses 18.7 11.3 65.4% Total operating expenses 23.2 13.8 67.1% Net income (2.3) 25.9 n/m As at September 30, 2016 2015 Balance sheet Cash and cash equivalents 157.6 53.7 Total assets 160.7 55.1 Total equity 146.2 48.2