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 EMPLOYEE STOCK PURCHASE 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
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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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500,000 shares (2)
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$2.23
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$1,115,000.00
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$135.14
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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) as reported on the Nasdaq Capital Market on August 5, 2019.
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(2)
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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. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the 2019 Employee Stock Purchase Plan.
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