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 June 2022

Commission File Number: 001-40010

 

Pharvaris N.V.

(Translation of registrant’s name into English)

 

J.H. Oortweg 21

2333 CH Leiden
The Netherlands
(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  ☒             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): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

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PHARVARIS N.V.

On June 14, 2022, Pharvaris N.V. (the “Company”) issued a press release announcing its 2022 annual general meeting of shareholders to be held on June 29, 2022 and made available to its shareholders certain other materials in connection with such meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The materials made available to the Company’s shareholders are attached as Exhibits 99.2 and 99.3 hereto and are incorporated by reference herein.

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SIGNATURES

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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EXHIBIT INDEX

 

 

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Exhibit 99.1

 

Pharvaris Announces Annual Meeting of Shareholders

 

Zug, Switzerland, June 14, 2022 – Pharvaris (Nasdaq: PHVS), a clinical-stage company developing novel, oral bradykinin-B2-receptor antagonists to treat and prevent HAE attacks, building on its deep-seated roots in hereditary angioedema (HAE), today announced the annual general meeting of shareholders will take place on Wednesday, June 29, 2022, at 4:00 p.m CEST (10:00 a.m. EDT).

 

All relevant documents and information relating to the annual general meeting, including the notice and agenda for the annual general meeting, are or will be made available in the “Investors” section of Pharvaris’ website under “Events & Presentations”. The documents will also be made available on the SEC’s website at www.sec.gov. Shareholders who wish to attend the meeting should register as described in the notice and agenda for the annual general meeting.

 

About Pharvaris
Pharvaris is a clinical-stage company developing novel, oral bradykinin-B2-receptor antagonists to treat and prevent HAE attacks, building on its deep-seated roots in HAE. By directly targeting this clinically proven therapeutic target with novel small molecules, the Pharvaris team aspires to offer people with all sub-types of HAE more effective and convenient alternatives to treat attacks, both on-demand and prophylactically. The company brings together the best talent in the industry with deep expertise in rare diseases and HAE. For more information, visit https://pharvaris.com/.

 

Contact:
Maryann Cimino
Director of Corporate Relations
maryann.cimino@pharvaris.com 
+1-617-710-7305

 

 

 

Exhibit 99.2

 

CONVENING NOTICE

 

This is the convening notice for the annual general meeting of shareholders of Pharvaris N.V. (the "Company") to be held on June 29, 2022 at 4:00 p.m. CEST at J.H. Oortweg 21, 2333 CH Leiden, the Netherlands (the "AGM").

 

The agenda for the AGM is as follows:

 

 

 

 

 

 

 

 

 

 

 

No business shall be voted on at the AGM, except such items as included in the above-mentioned agenda.

 

The record date for the AGM is June 1, 2022 (the "Record Date"). Those who are shareholders of the Company, or who otherwise have voting rights and/or meeting rights with respect to shares in the Company's capital, on the Record Date and who are recorded as such in the Company's shareholders' register or in the register maintained by the Company's U.S. transfer agent (the "Registers") may attend and, if relevant, vote at the AGM ("Persons with Meeting Rights"), irrespective of changes to their shareholdings or rights after the Record Date.

 

 

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Those who beneficially own shares in the Company's capital in an account at a bank, a financial institution, an account holder or other financial intermediary (the "Beneficial Owners") on the Record Date, must also have their financial intermediary or their agent with whom the underlying shares are on deposit issue a proxy to them which confirms they are authorized to take part in and vote at the AGM.

 

Persons with Meeting Rights and Beneficial Owners who wish to attend the AGM, in person or represented by proxy, must notify the Company in writing of their identity and intention to attend the AGM (an "Attendance Notice") no later than 6:00 a.m. CEST on the day prior to the AGM (the "Cut-off Time"). Beneficial Owners must enclose with their Attendance Notice (i) proof of their beneficial ownership of the relevant underlying shares in the Company's capital, such as a recent account statement, and (ii) their signed proxy from the relevant shareholder who is registered in either of the Registers as the holder of those underlying shares on the Record Date.

 

Persons with Meeting Rights and Beneficial Owners who have duly provided an Attendance Notice to the Company may have themselves represented at the AGM through the use of a written or electronically recorded proxy. Proxyholders must submit a signed proxy to the Company no later than the Cut-off Time and present a copy of their proxy upon entry to the AGM. A proxy form can be downloaded from the Company's website (http://www.pharvaris.com).

 

Any Attendance Notice, proof of beneficial ownership or signed proxy to be sent to the Company as part of the procedures described above must be provided via regular mail or e-mail to:

 

Pharvaris N.V.

c/o General Counsel

J.H. Oortweg 21

2333 CH Leiden

the Netherlands

investor.relations@pharvaris.com

 

Any Attendance Notice, proof of beneficial ownership or signed proxy received after the Cut-off Time may be ignored. Persons with Meeting Rights, Beneficial Owners and proxyholders who have not complied with the procedures described above may be refused entry to the AGM.

 

 

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EXPLANATORY NOTES TO THE AGENDA

 

 

The Company's statutory board report over the fiscal year 2021 has been made available on the Company's website (http://www.pharvaris.com) and at the Company's office address.

 

 

The Company's annual accounts over the fiscal year 2021 have been made available on the Company's website (http://www.pharvaris.com) and at the Company's office address. It is proposed that these annual accounts be adopted.

 

 

Under Dutch law, the General Meeting is, in principle, the corporate body authorized to annually appoint the external independent auditor for the audit of the Company's annual accounts. It is now proposed to appoint PricewaterhouseCoopers Accountants N.V. as the external independent auditor for the audit of the Company's annual accounts for the fiscal year 2022.

 

 

It is proposed that the Company's directors be released from liability for the exercise of their duties during the fiscal year 2021. The scope of this release from liability extends to the exercise of their respective duties insofar as these are reflected in the Company's statutory board report or annual accounts over the fiscal year 2021 or in other public disclosures.

 

 

The Company has never paid or declared any cash dividends on its shares, and the Company does not anticipate paying any cash dividends on its shares in the foreseeable future. The Company intends to retain available funds and future earnings to fund the development and expansion of its business. Under Dutch law, the Company may only pay dividends to the extent its shareholders' equity (eigen vermogen) exceeds the sum of the Company's paid-up and called-up share capital plus the reserves required to be maintained by Dutch law or by the Company's articles of association (if any). Subject to such restrictions, any future determination to pay dividends will be at the discretion of the Company's board (the "Board") and will depend upon a number of factors, including the Company's results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the Board deem relevant. If and when the Company does intend to distribute a dividend, such dividend may be distributed in the form of cash only or shares only, through a combination of

 

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the foregoing (cash and shares) or through a choice dividend (cash or shares), in each case subject to applicable law.

 

 

The Board has made a binding nomination to appoint Mrs. Margareta Elisabeth Björk as non-executive director of the Company for a period of four years, ending at the end of the annual general meeting of shareholders of the Company to be held in the year 2026.

 

Mrs. Björk, age 60, is currently the Senior Vice President, Head of Late-stage Development, Cardiovascular, Renal and Metabolism (CVRM), BioPharmaceuticals R&D at AstraZeneca leading the global development of medicines within this area. Throughout her career at AstraZeneca (since 2002), she has gained broad drug development experience covering clinical development phase I-IV, large outcomes programs, major global filings and health authority interactions, and commercial strategy/implementation. Mrs. Bjӧrk is an endocrinologist by training and an associate professor of medicine at Uppsala University, Sweden. She is also a board member of Rocket Pharmaceuticals, Chalmers University of Technology, Chalmers Ventures AB, Bjӧrks Matematik o Mera AB. Prior to these roles, she worked at Akademiska sjukhuset, Uppsala’s University Hospital, in different kind of roles.

 

Mrs. Björk does not hold any shares in the capital of the Company.

 

The Board has considered the diversity objectives of the Company, such as nationality, age, gender, education and work background, in the preparation of this proposal. Mrs. Björk is being nominated for appointment in view of her broad global experience with drug development, filings, health authority interactions and implementation of commercial strategies. The Board believes that Mrs. Björk would, if appointed, be a valuable addition to the composition of the Board and an asset to the Company's organization.

 

 

The Board has made a binding nomination to appoint Ms. Anne Maria Jacoba de Jonge Schuermans as non-executive director of the Company for a period of four years, ending at the end of the annual general meeting of shareholders of the Company to be held in the year 2026.

 

Ms. de Jonge Schuermans, age 49, has been Senior Vice President at Swedish Orphan Biovitrum (Sobi) with responsibility for all Technical Operations encompassing CMC Development, Manufacturing, Sourcing, Supply Chain and Quality for a broad range of commercial and development products in rare diseases. Prior to joining Sobi, Ms. de Jonge Schuermans held roles as VP Global Manufacturing Operations and VP Global Supply Chain Operations & Partnerships at Biogen. Before that she spent almost 15 years in Novartis in various technical roles. Throughout her career she has built up experience in Biotech, Pharma, Medical Device and Consumer Health for a wide range of technologies in multiple territories and regulations. Ms. de Jonge Schuermans obtained her PhD from the Swiss Federal Institute of Technology

 

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Zurich (ETHZ) and holds MSc. degrees in Agriculture & Natural Environment from Wageningen Agricultural University in the Netherlands, and Ecole Polytechnique Fédérale Lausanne (EPFL) in Switzerland.

 

Ms. de Jonge Schuermans does not hold any shares in the capital of the Company.

 

The Board has considered the diversity objectives of the Company, such as nationality, age, gender, education and work background, in the preparation of this proposal. Ms. de Jonge Schuermans is being nominated for appointment in view of her broad and global experience in technical operations, including CMC Development, Sourcing, Supply Chain and Quality. The Board believes that Ms. de Jonge Schuermans would, if appointed, be a valuable addition to the composition of the Board and an asset to the Company's organization.

 

 

The General Meeting has (i) authorized the Board, for a period of 18 months following 9 February 2021, to resolve for the Company to acquire fully paid-up ordinary shares in the Company's capital (and depository receipts for such ordinary shares), by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price which is higher than nil and does not exceed 110% of the average market price of the Company's ordinary shares on the Nasdaq Stock Market (such average market price being the average of the closing prices on each of the five consecutive trading days preceding the date the acquisition is agreed upon by the Company), up to 10% of the Company's issued share capital (determined as at the close of business on 9 February 2021) and/or (ii) has authorized the Board, for a period ending 18 months following 5 February 2021, to resolve for the Company to acquire fully paid-up preferred shares (and depository receipts for such preferred shares) in the Company's issued share capital, by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price which is higher than nil and does not exceed the nominal value of the preferred shares concerned. It is proposed that these authorizations under (i) and (ii) be renewed for a period of, an effectively extended to expire, 18 months following the date of this AGM, provided that the authorization referred to under (i) shall be limited to 10% of the Company's issued share capital determined as at the close of business on the date of the AGM. If the resolution proposed under this agenda item 9. is passed, the proposed authorizations shall replace the currently existing authorizations.

 

 

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Exhibit 99.3

 

VOTING PROXY

 

 

THE UNDERSIGNED

 

Name:

 

Address:

 

acting on behalf of (only to be completed if relevant)

 

Name:

 

Address:

 

(the "Principal").

 

DECLARES AS FOLLOWS

 

 

 

 

 

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(signature page follows)

 

 

 

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SIGN HERE

 

 

 

Please return this signed proxy via regular mail or e-mail to:

 

Pharvaris N.V.

c/o General Counsel

J.H. Oortweg 21

2333 CH Leiden

the Netherlands

investor.relations@pharvaris.com

 

If the Principal is a beneficial owner of shares in the Company's capital, please enclose: