UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~April~~July 1916, 2018

Argos Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35443	~~001~~56-~~35443~~2110007	~~56-2110007~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

4233 Technology Drive ~~Durham, North Carolina 27704 (Address of Principal Executive Offices)~~

Durham, North Carolina 27704

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (919) 287-6300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x☒

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 13(a) of the Exchange Act. x☒

Item 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Principal toOfficers; ~~Satisfy~~Election aof ~~Continued Listing Rule or Standard~~Directors; ~~Transfer~~Appointment of ~~Listing.~~Principal Officers

On ~~April~~July 2316, 2018, ~~Argos~~the ~~Therapeutics,~~Board ~~Inc.~~of Directors (the “~~Company~~Board”) ~~received~~ aof ~~notification~~Argos ~~from~~Therapeutics, Inc. ~~The Nasdaq Stock Market LLC~~ (the “~~Nasdaq~~Company”) ~~indicating that~~determined, asupon the ~~Company~~recommendation ~~had~~of ~~informed~~ the ~~Nasdaq~~ ~~Hearing~~Compensation ~~Panel~~Committee (of the ~~“Panel”)~~Board, ~~that it would be unable~~ to ~~meet~~enter ~~the stockholders’ equity requirement for continued~~into ~~listing~~retention asagreements ofwith ~~April~~certain ~~24,~~executive ~~2018~~officers, ~~the~~including ~~Panel~~Jeffrey ~~determined~~D. toAbbey, ~~delist~~ the Company’s ~~common~~President ~~stock~~and ~~from~~Chief ~~The Nasdaq Capital Market and~~Executive ~~will~~Officer, ~~suspend~~Charles ~~trading~~Nicolette, in the Company’s ~~common~~Vice ~~stock~~President ~~effective~~of atResearch ~~the~~and ~~open~~Development ofand ~~business~~Chief onScientific ~~April 25~~Officer, ~~2018.~~and ~~Nasdaq further indicated~~Richard ~~that~~D. itKatz, ~~will~~the ~~file~~Company’s aVice ~~Form~~President ~~25 Notification of Delisting with the Securities~~ and ~~Exchange~~Chief ~~Commission~~Financial ~~(the “SEC”)~~Officer.

The ~~Company~~retention ~~has~~agreements, ~~filed~~dated anJuly ~~application~~20, to2018, ~~transfer~~provide ~~trading~~that, ~~and~~on ~~quotation~~or about July 20, 2018, the Company will make initial retention payments of ~~its~~approximately ~~common~~$97,000, ~~stock~~$78,000, and $62,000 to Mr. Abbey, Dr. Nicolette and Dr. Katz, respectively, provided that the ~~OTCQB®~~executive ~~Venture~~officer ~~Market~~executes a release of claims. The retention agreements also provide that, ~~operated~~on byAugust ~~OTC~~15, ~~Markets~~2018, ~~Group~~the ~~Inc~~Company will make additional retention payments of approximately $224,000, $178,000, and $149,000 to Mr. Abbey, ~~under~~Dr. ~~its~~Nicolette ~~current~~and ~~trading~~Dr. ~~symbol~~Katz, ~~"ARGS~~respectively," provided that the executive officer (i) has satisfied the conditions for ~~effective~~the aspayment of ~~April~~the 25initial retention payment, ~~2018.~~(ii) ~~This~~has ~~transition~~reaffirmed tohis release of claims, (iii) is either employed by the ~~OTCQB~~Company on ~~will~~August ~~not~~15, ~~affect~~2018 or his employment has been terminated by the Company's ~~business~~without cause or ~~operations~~by the executive officer for good reason prior to such date and (iv) has executed a consulting agreement with the Company relating to the provision of consulting services in the event that the executive officer is no longer employed by the Company. The ~~Company~~retention agreements further provide that the ~~will~~salaries ~~continue~~of toMr. ~~file~~Abbey, ~~periodic~~Dr. Nicolette and ~~other~~Dr. ~~required~~Katz ~~reports~~will ~~with~~be increased for the ~~SEC~~period ~~under~~from ~~applicable~~July ~~federal~~16, ~~securities~~2018 ~~laws~~to August 15, 2018, such that they shall receive an additional amount of approximately $20,000, $16,000, and $12,000, respectively, in base salary during such period.

~~Item 5~~In connection with receipt of the retention payments and the salary increase, Mr.02 Abbey, Dr. ~~Departure~~Nicolette ofand ~~Directors~~ Dr. Katz each have agreed to waive all rights to receive severance and any other post-employment benefits under their employment agreements with the Company or ~~Principal~~otherwise. ~~Officers;~~If, ~~Election~~however, ofthe ~~Directors;~~retention ~~Appointment~~payments or amount of ~~Principal~~increased ~~Officers~~salary are required to be repaid by the executive officer, or are otherwise voided or recovered by the Company, or if the Company fails to make the additional retention payment on August 15, 2018, then such waiver will no longer be applicable and such executive officer will retain all rights to severance and any other post-employment benefits.

On April 19, 2018, Sander van Deventer voluntarily resigned from the Company’s Board of Directors (“the Board”), effective as of that date. There were no disagreements between Dr. van Deventer and the Company or any officer or director of the Company which led to Dr. van Deventer’s resignation. Dr. van Deventer had served on the Board since 2001, and did not serve on any committees of the Board at the time of his resignation.SIGNATURE

~~Item~~Pursuant ~~8.01.~~to ~~Other~~the ~~Events~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OnARGOS ~~April 20~~THERAPEUTICS, ~~2018,~~INC. ~~the~~By: ~~Company~~/s/ ~~completed~~Richard ~~the~~D. ~~sale~~Katz, ~~in a private financing, of 375,000 shares of its common stock to Lummy (Hong Kong) Co~~M.~~, Ltd~~D. ~~(“Lummy”)~~Name: ~~for~~Richard anD. ~~aggregate~~Katz, ~~purchase price of $0~~M.~~45 million~~D. ~~The~~Title: ~~Company~~Vice ~~had~~President ~~previously~~and ~~reported~~Chief ~~the~~Financial ~~agreement with Lummy for the sale. In addition, pursuant to an amendment to the Company’s license agreement with Lummy, Lummy paid the Company a milestone of $1.05 million.~~Officer

~~SIGNATURE~~DATED: July 20, 2018

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 hereunto duly authorized.

ARGOS THERAPEUTICS, INC. By: /s/ Richard D. Katz, M.D. Name: Richard D. Katz, M.D. Title: Vice President and Chief Financial Officer

DATED: April 24, 2018

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