As filed with the Securities and Exchange Commission on August 7, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Agenus Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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06-1562417
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3 Forbes Road, Lexington, MA 02421
(Address of principal executive offices, including zip code)
2019 EQUITY INCENTIVE PLAN
(Full title of the plan)
Garo H. Armen, Ph.D.
Agenus Inc.
3 Forbes
Road
Lexington, MA 02421
781-674-4400
(Name, address and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Zachary Blume
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, MA 02199-3600
617-951-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered (2)
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Proposed
maximum
offering price
per share (1)
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Proposed
maximum
aggregate
offering price (1)
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Amount of
registration fee
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Common Stock, $0.01 par value per share
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4,887,737 shares (3)
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$2.23
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$ 10,899,653.51
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$ 1,321.04
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Common Stock, $0.01 par value per share
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6,112,263 shares (4)
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$2.23
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$ 13,630,346.49
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$ 1,652.00
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Common Stock, $0.01 par value per share
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5,262,242 shares (5)
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$2.23
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$ 11,734,799.66
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$ 1,422.26
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Common Stock, $0.01 par value per share
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19,655,534 shares (6)
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$2.23
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$ 43,831,840.82
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$ 5,312.42
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Total
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35,917,776 shares
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$ 80,096,640.48
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$ 9,707.72
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(1)
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Pursuant to Rules 457(c) and 457(h)(l) under the Securities Act of 1933, the proposed maximum offering price
per share and the proposed maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average high and low prices of the common stock, $0.01 par value per share
(the Common Stock) Common Stock as reported on the Nasdaq Capital Market on August 5, 2019.
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(2)
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We are registering 4,887,737 shares of Common Stock that may be issued under the Agenus Inc. 2019 Equity
Incentive Plan (the 2019 EIP), 6,112,263 shares of Common Stock reserved for issuance upon the exercise of stock options previously granted under the 2019 EIP, 5,262,242 shares of Common Stock that may be issued under the Agenus Inc.
Amended and Restated 2009 Equity Incentive Plan, as amended (the 2009 EIP) as of the date of adoption of the 2019 EIP, and 19,655,534 shares of Common Stock underlying awards under the 2009 EIP, that on or after the date of adoption of
the 2019 EIP expire or terminate or are surrendered without the delivery of shares of Common Stock, are forfeited to, or repurchased by us, or otherwise would have become available again for grant under the 2009 EIP. Pursuant to Rule 416(a) under
the Securities Act of 1933, this registration statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions.
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(3)
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Represents shares of Common Stock that may be issued under the 2019 EIP.
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(4)
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Represents shares of Common Stock reserved for issuance upon the exercise of stock options previously granted
under the 2019 EIP.
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(5)
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Represents shares of Common Stock available for issuance under the 2009 EIP as of the date of adoption of the
2019 EIP.
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(6)
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Represents shares of Common Stock underlying awards under the 2009 EIP, that on or after the date of adoption
of the 2019 EIP expire or terminate or are surrendered without the delivery of shares of Common Stock, are forfeited to, or repurchased by us, or otherwise would have become available again for grant under the 2009 EIP.
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