As filed with the Securities and Exchange Commission on October 25, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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 Number)
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3 Forbes Road
Lexington, MA 02421
(781) 674-4400
(Address, including zip code, and telephone number, including area code, of
Registrants principal executive offices)
Garo H. Armen
Chief Executive Officer and Chairman of the Board
Agenus Inc.
3 Forbes Road
Lexington, MA 02421
(781) 674-4400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Zachary
Blume
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, MA 02199-3600
Approximate date of
commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being
registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of
the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act), other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, please check the following box. ☐
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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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 Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.01 par value per share
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11,111,111
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$2.55
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$28,333,333.05
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$3,677.67
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(1)
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The Registrant is hereby registering for resale from time to time by the selling stockholder up to 11,111,111
shares of its common stock that were initially issued pursuant to the Common Stock Purchase Agreement dated as of December 20, 2018, by and between the Registrant and Gilead Sciences, Inc. Pursuant to Rule 416 under the Securities Act, this
Registration Statement also covers such additional number of shares of common stock that may be issued as a result of stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c) under the Securities
Act, based on the average high and low prices per share of the common stock as reported on the Nasdaq Capital Market on October 22, 2019.
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The Registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.