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
February 12,
2014
Date
of Report (Date of earliest event reported)
AGENUS INC.
(Exact
name of registrant as specified in its charter)
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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(IRS Employer
Identification No.)
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3 Forbes Road
Lexington, MA
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02421
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(Address
of principal executive offices)
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(Zip
Code)
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781-674-4400
(Registrant’s
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 (see General Instruction A.2. below):
⃞
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))
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on January 10, 2014, Agenus Inc. (the
“Company”) entered into a Share Exchange Agreement (the “Exchange
Agreement”) providing for the acquisition by the Company of all of the
outstanding capital stock of 4-Antibody AG, a joint stock company formed
under the laws of Switzerland (“4-AB”), from the shareholders of 4-AB
(the “4-AB Shareholders”) in exchange for common stock of the Company
payable upon closing, together with contingent milestone payments,
payable in cash or shares of common stock of the Company. The
transactions contemplated by the Exchange Agreement were completed on
February 12, 2014.
At closing of the transactions contemplated by the Exchange Agreement,
the Company issued 3,334,079 shares of its common stock to the 4-AB
Shareholders, such shares of the Company’s common stock having a value
of $10 million as calculated pursuant to the terms of the Exchange
Agreement.
On February 13, 2014, the Company announced via a press release the
completion of the acquisition of 4-AB as contemplated by the Exchange
Agreement. A copy of the press release is attached hereto as Exhibit
99.1.
Item 3.02 Unregistered Sales of Equity Securities.
As described in Item 2.01 of this report, on February 12, 2014, the
Company issued 3,334,079 shares of its common stock to the 4-AB
Shareholders in private transactions. The issuance of the shares of
common stock of the Company in connection with the Exchange Agreement
was not registered under the Securities Act of 1933, as amended (the
“Securities Act”) in reliance upon the exemptions from registration
provided by Regulation S promulgated under the Securities Act, based on
representations from the applicable 4-AB Shareholders that they are not
“U.S. persons” within the meaning of Rule 902 of Regulation S, and
Section 4(2) of the Securities Act, as the transactions did not involve
any public offering. The disclosure provided under Item 2.01 of this
Current Report on Form 8-K is incorporated by reference into this Item
3.02 as if fully set forth herein.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective February 12, 2014, the Board of Directors (the “Board”) of the
Company elected Shahzad Malik, M.D. as a director with a term expiring
at the Company’s next annual meeting of stockholders. Dr. Malik’s
election to the Board was pursuant to the terms of the Exchange
Agreement. Other than the foregoing, there are no arrangements or
understandings between Dr. Malik and any other person pursuant to which
Dr. Malik was appointed as a director.
Dr. Malik was not, and is not presently expected to be, appointed to any
committees of the Board at this time.
Dr. Malik is a General Partner of Advent Venture Partners. Advent
Venture Partners and its affiliated entities were, collectively, 4-AB’s
largest shareholders prior to the completion of the transactions
contemplated by the Exchange Agreement. Advent Venture Partners and its
affiliated entities, and not Dr. Malik in his individual capacity,
received 996,088 shares of common stock of the Company, having a value
of approximately $3 million, as consideration for the acquisition by the
Company of Advent Venture Partners’ ownership interests in 4-AB.
Other than the transactions previously disclosed in the Company’s
Current Report on Form 8-K filed with the SEC on January 13, 2014 and as
otherwise disclosed under Item 2.01 of this Current Report on Form 8-K,
Dr. Malik is not a party to any material plan, contract or arrangement
entered into or materially amended in connection with his election to
the Board. The disclosure provided under Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.02 as
if fully set forth herein.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Company to provide the financial statements
required by Item 9.01(a) of Form 8-K. In accordance with Item
9.01(a)(4) of Form 8-K, such financial statements will be filed by
amendment to this Form 8-K no later than April 29, 2014, which is 71
days after the required filing date for this Current Report.
(b) Pro Forma Financial Information.
As of the date of filing this Current Report on Form 8-K, it
is impracticable for the Company to provide the pro forma financial
information required by Item 9.01(b) of Form 8-K. In accordance with
Item 9.01(b)(2) of Form 8-K, such financial information will be filed by
amendment to this Form 8-K no later than April 29, 2014, which is 71
days after the required filing date for this Current Report.
(d) Exhibits
The following Exhibits are filed as part of this report:
Exhibit No.
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Description of Exhibit
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99.1
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Press Release dated February 13, 2014.
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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: February 13, 2014
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By:
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/s/ Garo H. Armen
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Garo H. Armen
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Chairman and CEO
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EXHIBIT INDEX
Exhibit No.
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Description of Exhibit
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99.1
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Press Release dated February 13, 2014.
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