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

of the Securities Exchange Act of 1934

For the month of ~~April~~May 2025

Commission File Number: 001-36619

Affimed N.V.

Gottlieb-Daimler-Straße 2

68165 Mannheim,

Germany

(Address of principal executive offices)

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

AFFIMED N.V.

OnAs ~~April 21,~~previously ~~2025~~reported, Affimed N.V. (the “Company”) ~~issued a press release announcing that it had received a written notice (the “Notice”)~~, ~~dated~~has asbeen ofengaged ~~April 15,~~in ~~2025,~~discussions ~~from~~with ~~the~~potential ~~Listing~~investors ~~Qualifications~~and ~~Department~~partners ~~of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the~~with ~~Company’s~~respect ~~common~~to ~~shares~~potential ~~had~~strategic ~~closed~~transactions ~~below~~to ~~the~~raise ~~minimum~~additional $1capital.00 ~~per~~Despite ~~share~~its ~~requirement~~continuous ~~for~~and ~~continued~~ongoing ~~listing~~fundraising onefforts, the ~~Nasdaq under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the~~ Company has annot ~~initial~~been ~~period~~able ~~of 180 calendar days, or until October 13, 2025,~~ to ~~regain~~raise ~~compliance.~~sufficient Ifadditional ~~the~~funds ~~Company fails~~ to ~~regain~~continue ~~compliance with~~ the ~~Minimum~~operations ~~Bid~~of ~~Price Rule during this period,~~ the Company ~~may~~and ~~consider applying to transfer~~ its controlled ~~securities~~(and ~~from~~wholly ~~The~~owned) ~~Nasdaq~~subsidiaries ~~Global~~Affimed ~~Select~~GmbH ~~Market to The Nasdaq Capital Market, provided that the Company meets the applicable market value of publicly held shares required for continued listing~~ and ~~all~~Affimed ~~other~~Inc. ~~applicable requirements for initial listing on The Nasdaq Capital Market~~ (~~except~~collectively, ~~for~~ the ~~bid price requirement~~“Subsidiaries”). ~~Such~~Further, ~~transfer~~based ~~would~~on ~~provide~~currently ~~the~~available ~~Company with an additional 180 calendar days~~information, ~~or until April 13, 2026, to regain compliance. There can be no assurance that~~ the Company ~~would~~’s beliquidity ~~eligible~~condition ~~for~~raises ~~the~~substantial ~~additional~~doubt ~~180~~about ~~calendar day compliance period, if applicable, or that~~ the ~~Nasdaq staff would grant the~~ Company’s ~~request~~ability ~~for~~to ~~continued~~continue ~~listing~~as a going concern.

~~The~~As ~~Notice~~a ~~has~~consequence, nothe ~~immediate~~members ~~effect~~of onthe management board of the ~~listing~~Company orhave determined ~~trading~~in respect of the Company’s ~~common~~and ~~shares~~the managing directors of Affimed GmbH have determined in respect of Affimed GmbH that the companies are overindebted (Überschuldung). The management of the Company and the management of Affimed GmbH have determined with regards to the respective company that they must file for insolvency under German law.

~~The~~Following such determination, on May 13, 2025, the members the management board of the Company ~~intends~~filed for the opening of ordinary insolvency proceedings over the assets of the Company and the managing directors of Affimed GmbH filed for the opening of ordinary insolvency proceedings over the assets of Affimed GmbH (the “Insolvency Filings”) with the local court of Mannheim in Germany (the “Court”). With a view to ~~monitor~~finding solutions for the ~~bid~~continued ~~price~~existence of ~~its~~the ~~common~~Company ~~shares~~and Subsidiaries, the Company expects to continue discussions with potential investors and ~~consider~~partners ~~available~~with ~~options~~respect to ~~regain~~potential ~~compliance~~strategic transactions in coordination with ~~the~~key ~~Minimum~~parties ~~Bid Price~~involved ~~Rule~~in the insolvency proceedings.

OnSubject ~~April 21,~~to ~~2025~~certain limited exceptions, the Company ~~issued~~will alose ~~press~~control ~~release~~of ~~discussing~~Affimed GmbH during the ~~receipt~~pendency of the ~~Notice~~insolvency. AAs ~~copy~~part of preliminary insolvency proceedings, the ~~press~~Court ~~release~~ is ~~attached~~expected to appoint preliminary insolvency administrators for each of the Company’s insolvency proceedings and Affimed GmbH’s insolvency proceedings. Each preliminary insolvency administrator will continue the respective business as ~~Exhibit~~much 99as possible, examine the available assets and evaluate whether the respective company actually is insolvent and has sufficient assets to cover the costs of the proceedings.1 The Court may then resolve to ~~this~~open ~~Form~~formal ~~6-K~~insolvency proceedings with respect to the Company and isAffimed ~~incorporated~~GmbH, byin ~~reference~~which ~~herein~~an insolvency administrator would be appointed to administer the respective company’s assets and facilitate the settlement of the respective company’s creditors in accordance with applicable German insolvency law. There can be no assurance as to the outcome of any preliminary or formal insolvency proceedings with respect to the Company or Affimed GmbH or as to whether the companies will emerge from insolvency as a going concern.

The Company’s and Affimed GmbH’s liquidity, financial condition and results of operations may be materially adversely affected by the Insolvency Filings, including since such filing and resulting preliminary and formal insolvency proceedings will constitute a default under Affimed GmbH’s debt instrument to which the Company is the guarantor and may constitute a default under their other agreements that contain cross-default provisions. The Insolvency Filing in respect of the Company and resulting preliminary and formal insolvency proceedings may also result in the Company’s common shares being suspended from trading on The Nasdaq Global Market (“Nasdaq”) and subsequent delisting from Nasdaq. Following such trading suspension and delisting, the Company’s common shares may commence trading over-the-counter (“OTC”). The OTC market is significantly more limited than Nasdaq and would likely result in limited liquidity, higher bid/ask spreads and volatility in the trading price of the Company’s common shares. There can be no assurance that the Company’s common shares will commence trading or continue to trade on the OTC market, whether broker-dealers would provide public quotes of the Company’s common shares on the OTC market or whether the trading volume of the Company’s common shares on the OTC market would be sufficient to provide for an efficient trading market.

On May 13, 2025, the Company issued a press release discussing the Insolvency Filings. A copy of the press release is attached as Exhibit 99.1 to this Form 6-K and is incorporated by reference herein.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “look forward to,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions. Forward-looking statements include, among other things, statements regarding the Company’s and ~~compliance~~Affimed ~~with~~GmbH’s ~~the~~liquidity ~~Minimum~~condition ~~Bid~~and ~~Price~~their ~~Rule~~ability to continue as a going concern, the insolvency proceedings and the listing or trading of the Company’s common shares. Actual results may differ materially from the results anticipated by the Company’s forward-looking statements due to certain risks, uncertainties and other factors described under the heading “Risk Factors” in the Company’s filings with the Securities and Exchange Commission. Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements, and the Company assumes no obligation to update these forward-looking statements, even if new information becomes available in the future.

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Affimed N.V. Press Release dated ~~April~~May 2113, 2025.

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.

	AFFIMED N.V.
Date: April 21, 2025	By:	/s/ Shawn Leland
Date: May 13, 2025	By:	/s/ Shawn Leland
	Name:	Shawn Leland
	Name: Shawn Leland
	Title:	Chief Executive Officer
	Title: Chief Executive Officer
	By:	/s/ Denise Mueller
	Name:	Denise Mueller
	Title:	Chief Business Officer

Filing Compare · Affimed N.V.