IMMUTEP Ltd — Annual Report 2012

Dec 3, 2012

20-F/A 1 d447397d20fa.htm AMENDMENT NO. 1 TO FORM 20-F Amendment No. 1 to Form 20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-35428

Prima BioMed Ltd

(Exact name of Registrant as specified in its charter

and translation of Registrant’s name into English)

Australia

(Jurisdiction of incorporation or organization)

Level 7, 151 Macquarie Street, Sydney 2000, New South Wales, Australia

(Address of principal executive offices)

Matthew Lehman, Chief Executive Officer

Level 7, 151 Macquarie Street, Sydney, 2000 New South Wales, Australia

Phone +61 (0)2 9276 1224 Fax:+61 (0)2 9276 1284

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Ordinary Shares	The NASDAQ Stock Market LLC (in connection with the listing for trading of American Depositary Shares representing Ordinary Shares)

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.

The number of ordinary shares, as of June 30, 2012 1,066,063,388

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board x Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F is filed solely to refile Exhibit 4.5 hereto.

PART III

ITEM 19. EXHIBITS

The following exhibits are filed as part of this Annual Report on Form 20-F:

Exhibit	Description	Incorporated by Reference — Schedule/ Form	File Number	Exhibit	File Date
1.1	Constitution of Registrant	20-F	001-35428	1.1	2/13/12
2.1	Form of Deposit Agreement between Prima BioMed, The Bank of New York Mellon, as Depositary, and owners and holders from time to time of ADSs issued thereunder, including the Form of
American Depositary Shares	20-F	001-35428	2.1	4/2/12
4.1	Convertible Loan Agreement between Prima BioMed and SpringTree Global Opportunities Fund, LP, dated July 20, 2009	20-F	001-35428	4.1	2/13/12
4.2	Amendment Deed between Prima BioMed and SpringTree Special Global Opportunities Fund, LP, dated January 10, 2011	20-F	001-35428	4.2	2/13/12
4.3^	Master Services Agreement between Prima BioMed and Cell Therapies Pty Ltd, dated April 1, 2011	20-F	001-35428	4.3	10/3/12
4.4*	Technology License Agreement, among Prima BioMed, Cancer Vac Pty Ltd, Austin Research Institute and Ilexus Pty Ltd, dated May 31, 2001, as amended by Deed of Variation, dated August
24, 2005	20-F	001-35428	4.5	2/13/12
4.5^#	Cooperation Agreement between Prima BioMed GmbH and Fraunhofer-Gesellschaft zur Forderungder angewandaten Forschung e.V., dated July 4, 2012
4.6*	License and Development Agreement among Prima BioMed, Cancer Vac Pty Ltd and Biomira, Inc., dated March 9, 2004, as amended by Deed of Variation of License and Development
Agreement, dated February 2007	20-F	001-35428	4.7	2/13/12
4.7*	Collaborative Research Agreement between Prima BioMed and NewSouth Innovations Pty Limited, dated December 17, 2009	20-F	001-35428	4.8	2/13/12
4.8*	Services Agreement between Prima BioMed and Progenitor Cell Therapy LLC, dated May 13, 2009, as amended November 10, 2009 and March 18, 2010	20-F	001-35428	4.11	2/13/12
4.9+	Prima BioMed Employee Share Option Plan	20-F	001-35428	4.12	2/13/12
4.10+	Prima BioMed Global Employee Share Option Plan	20-F	001-35428	4.10	10/3/12
4.11+	Employment Agreement between Prima BioMed and Martin Rogers, effective January 1, 2011	20-F	001-35428	4.13	2/13/12
4.12+	Employment Agreement between Prima BioMed and Neil Frazer, effective March 1, 2010	20-F	001-35428	4.14	2/13/12
4.13+	Employment Agreement between Prima BioMed and Matthew Bryson Lehman, effective February 1, 2010	20-F	001-35428	4.15	2/13/12
4.14+	Employment Agreement between Prima BioMed and Sharron Gargosky, dated June 1, 2011	20-F	001-35428	4.14	10/3/12
4.15+	Employment Agreement between Prima BioMed and Marc Voigt, effective July 1, 2012	20-F	001-35428	4.15	10/3/12
4.16+	Employment Agreement between Prima BioMed and Ian Bangs, effective February 11, 2011	20-F	001-35428	4.18	2/13/12

Exhibit	Description	Incorporated by Reference — Schedule/ Form	File Number	Exhibit	File Date
12.1#	Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
12.2#	Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
13.1	Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934	20-F	001-35428	13.1	10/3/12
13.2	Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934	20-F	001-35428	13.2	10/3/12
16.1	Letter regarding change in certifying accountant	20-F	001-35428	16.1	10/3/12

• Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been submitted separately with the U.S. Securities and Exchange Commission.

^ Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been submitted separately with the U.S. Securities and Exchange Commission.

• Indicates management contract or compensatory plan.

Filed herewith.

In accordance with SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, and the instructions to Form 20-F, the certifications furnished in Exhibits 13.1 and 13.2 were deemed to accompany the Annual Report on Form 20-F and are not deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

P RIMA B IO M ED L TD
/s/ Matthew Lehman
By: Matthew Lehman Title: Chief Executive Officer

Date: December 3, 2012

EXHIBIT INDEX

Exhibit	Description	Incorporated by Reference — Schedule/ Form	File Number	Exhibit	File Date
1.1	Constitution of Registrant	20-F	001-35428	1.1	2/13/12
2.1	Form of Deposit Agreement between Prima BioMed, The Bank of New York Mellon, as Depositary, and owners and holders from time to time of ADSs issued thereunder, including the Form of
American Depositary Shares	20-F	001-35428	2.1	4/2/12
4.1	Convertible Loan Agreement between Prima BioMed and SpringTree Global Opportunities Fund, LP, dated July 20, 2009	20-F	001-35428	4.1	2/13/12
4.2	Amendment Deed between Prima BioMed and SpringTree Special Global Opportunities Fund, LP, dated January 10, 2011	20-F	001-35428	4.2	2/13/12
4.3^	Master Services Agreement between Prima BioMed and Cell Therapies Pty Ltd, dated April 1, 2011	20-F	001-35428	4.3	10/3/12
4.4*	Technology License Agreement, among Prima BioMed, Cancer Vac Pty Ltd, Austin Research Institute and Ilexus Pty Ltd, dated May 31, 2001, as amended by Deed of Variation, dated August
24, 2005	20-F	001-35428	4.5	2/13/12
4.5^#	Cooperation Agreement between Prima BioMed GmbH and Fraunhofer-Gesellschaft zur Forderungder angewandaten Forschung e.V., dated July 4, 2012
4.6*	License and Development Agreement among Prima BioMed, Cancer Vac Pty Ltd and Biomira, Inc., dated March 9, 2004, as amended by Deed of Variation of License and Development
Agreement, dated February 2007	20-F	001-35428	4.7	2/13/12
4.7*	Collaborative Research Agreement between Prima BioMed and NewSouth Innovations Pty Limited, dated December 17, 2009	20-F	001-35428	4.8	2/13/12
4.8*	Services Agreement between Prima BioMed and Progenitor Cell Therapy LLC, dated May 13, 2009, as amended November 10, 2009 and March 18, 2010	20-F	001-35428	4.11	2/13/12
4.9+	Prima BioMed Employee Share Option Plan	20-F	001-35428	4.12	2/13/12
4.10+	Prima BioMed Global Employee Share Option Plan	20-F	001-35428	4.10	10/3/12
4.11+	Employment Agreement between Prima BioMed and Martin Rogers, effective January 1, 2011	20-F	001-35428	4.13	2/13/12
4.12+	Employment Agreement between Prima BioMed and Neil Frazer, effective March 1, 2010	20-F	001-35428	4.14	2/13/12
4.13+	Employment Agreement between Prima BioMed and Matthew Bryson Lehman, effective February 1, 2010	20-F	001-35428	4.15	2/13/12
4.14+	Employment Agreement between Prima BioMed and Sharron Gargosky, dated June 1, 2011	20-F	001-35428	4.14	10/3/12
4.15+	Employment Agreement between Prima BioMed and Marc Voigt, effective July 1, 2012	20-F	001-35428	4.15	10/3/12
4.16+	Employment Agreement between Prima BioMed and Ian Bangs, effective February 11, 2011	20-F	001-35428	4.18	2/13/12
12.1#	Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
12.2#	Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
13.1	Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934	20-F	001-35428	13.1	10/3/12
13.2	Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934	20-F	001-35428	13.2	10/3/12
16.1	Letter regarding change in certifying accountant	20-F	001-35428	16.1	10/3/12

• Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been submitted separately with the U.S. Securities and Exchange Commission.

^ Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been submitted separately with the U.S. Securities and Exchange Commission.

• Indicates management contract or compensatory plan.

Filed herewith.

In accordance with SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, and the instructions to Form 20-F, the certifications furnished in Exhibits 13.1 and 13.2 hereto were deemed to accompany the Annual Report on Form 20-F and are not deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.