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 July, 2018
____________________
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 |
On July 31, 2018, AC Immune SA (the “Company”) announced the closing of its second subscription rights offering (the “Offering”) to eligible shareholders to subscribe for 1,500,000 newly issued common shares, nominal value CHF 0.02 per share, at a price per common share of $11.75 (“Common Shares”), for gross proceeds of $17.6 million. Previously, on July 23, 2018, the Company closed its first subscription rights offering and registered public offering of 8,500,000 of its Common Shares at an offering price of $11.75 per share for aggregate gross proceeds of $99.9 million, bringing aggregate gross proceeds for all three offerings to $117.5 million.
The Offering is being made pursuant to the Company’s effective registration statement on Form F-3 (Registration Statement No. 333-224694) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder.
A copy of the opinion of Vischer AG, Swiss counsel for the Company, relating to the validity of the common shares issued and sold in the Offering is attached as Exhibit 5.1 hereto.
INCORPORATION BY REFERENCE
This Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3 (Registration Number 333-224694) of AC Immune SA and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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.
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AC Immune SA |
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| By: | /s/ Andrea Pfeifer | |||||
| Name: | Andrea Pfeifer | |||||
| Title: | Chief Executive Officer | |||||
| By: | /s/ Joerg Hornstein | |||||
| Name: | Joerg Hornstein | |||||
| Title: | Chief Financial Officer | |||||
Date: July 31, 2018
EXHIBIT INDEX
Exhibit Number |
Description |
| 5.1 | Opinion of Vischer AG |
| 23.1 | Consent of Vischer AG (included in Exhibit 5.1) |
Exhibit 5.1
Registered
AC Immune SA
EPFL Innovation Park
Building B
1015 Lausanne
VISCHER Ltd
Basel
Aeschenvorstadt 4
CH-4010 Basel
Switzerland
Phone +41 58 211 33 00
Fax +41 58 211 33 10
Zurich
Schützengasse 1
CH-8021 Zurich
Switzerland
Phone +41 58 211 34 00
Fax +41 58 211 34 10
Civil Law
Notaries in
Basel-City
Basel, 31 July 2018
AC Immune SA – Registration Statement on Form F-3
Dear Sir or Madam,
We have acted as Swiss counsel to AC Immune SA (the "Company"), a company incorporated under the laws of the Switzerland, in connection with the Company's registration statement on Form F-3 as filed with the U.S. Securities and Exchange Commission (the "Commission"), as amended or supplemented (the "Registration Statement"), with respect to the registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and the related prospectus covering the Shelf Securities dated 8 June 2018 in the form first used to confirm sales of the offered securities (the "Prospectus") supplemented by the prospectus supplement (the "Supplement") specifically relating to the offer and sale of 1'500'000 new ordinary shares of the Company (the "New Shares"). The New Shares will be created through the issuing of 1'500'000 new ordinary shares by the Company pursuant to a capital increase under Swiss Law.
| I. | Basis of opinion |
This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof and as currently applied by Swiss courts. In the absence of statutory or established case law, we base our opinion on our independent professional judgement.
This opinion is also confined to the matters stated herein and is not to be read as extending, by implication or otherwise, to any other matter.
For the purpose of giving this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Prospectus, (iii) the Supplement, (iv) a copy of the articles of association of the Company as at 30 July 2018 and (vi) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors and officers of the Company and others.
The documents referred to above in the preceding paragraph are referred to together as the "Documents".
No documents have been reviewed by ourselves in connection with this opinion other than those listed above. Accordingly, our opinion is limited to the above Documents and their legal implications under Swiss law.
All terms used in this opinion in uppercase form shall have the meaning ascribed to them in the Registration Statement, unless otherwise defined herein.
| II. | Assumptions |
In rendering the opinion below, we have assumed:
| a) | the conformity to the Documents of all documents produced to us as copies, fax copies or via e-mail, and that the original was executed in the manner appearing on the copy of the draft; |
| b) | the genuineness and authenticity of the signatures on all copies of the original Documents thereof which we have examined; and |
| c) | to the extent relevant for purposes of this opinion, all factual information contained in, or material statements given in connection with, the Documents are true, complete and accurate. |
| III. | Opinion |
Based upon the foregoing and subject to the qualifications set out below, we are of the opinion that the New Shares, when sold, will be validly issued, fully paid-in (up to their nominal amount) and non-assessable (which term means when used herein that no further contributions have to be made by the holders of the Shares).
| IV. | Qualifications |
This opinion is subject to the following qualifications:
| a) | This opinion is limited to matters of Swiss law as in force on the date hereof and as applied and construed by the courts of Switzerland. |
| b) | The opinion set forth herein is limited to the matters specifically addressed herein, and no other opinion or opinions are expressed or may be implied or inferred. In particular, we express no opinion as to any commercial, calculating, auditing or other non-legal matters. Further, we express no opinion as to tax law. |
* * *
We have rendered this opinion as of the date hereof and we assume no obligation to advise you of changes that may thereafter be brought to our attention.
In this opinion, Swiss legal concepts are expressed in English terms and not in their original terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. All liability and other matters relating to this opinion shall be governed exclusively by Swiss law.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 6-K filed on the date hereof by the Company and incorporated by reference into the Registration Statement, and to the reference to VISCHER AG under the caption "Legal Matters" in each of the Prospectus and the Supplement constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
VISCHER AG
| /s/ Dr. Stefan Grieder |
| Dr. Stefan Grieder |