Current Report Filing (8-k)
January 24 2019 - 8:36AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 23, 2019
AGENUS INC.
(Exact name
of registrant as specified in its charter)
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Delaware
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000-29089
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06-1562417
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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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)
(781)
674-4400
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company 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 ☐
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. ☐
The previously announced series of agreements, including a license agreement and two separate option and license agreements (collectively, the
License and Option Agreements), each executed on December 20, 2018 between Agenus Inc. (Agenus) and Gilead Sciences, Inc. (Gilead), became effective on January 23, 2019, and Agenus became entitled to
receive the $120.0 million upfront payment due under the License and Option Agreements. In addition, on January 23, 2019, Agenus closed its previously announced private placement of 11,111,111 shares of Agenus common stock to Gilead
for an aggregate purchase price of $30.0 million, or approximately $2.70 per share.
As previously announced, the effectiveness of
the License and Option Agreements and the closing of the private placement were subject to the parties receiving clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). The waiting period under
the HSR Act has expired.
On January 24, 2019, Agenus issued a press release relating to the effectiveness of the License and Option
Agreements and the closing of the private placement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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
hereunto duly authorized.
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Agenus Inc.
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Date: January 24, 2019
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By:
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/s/ Garo H. Armen
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Garo H. Armen
Chairman and CEO
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