8-K

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): June 11, 2024

AGENUS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-29089	06-1562417
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3 Forbes Road
Lexington, Massachusetts		02421
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 781 674-4400

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AGEN	The Nasdaq Global Market

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Dr. Jennifer Buell was appointed to the Board of Directors of Agenus Inc. (Agenus) on June 11, 2024, effective immediately.

Dr. Buell is 49 years old and brings more than 27 years of biopharmaceutical experience, leading teams to advance discovery candidates through to clinical development and commercialization. Dr. Buell has served as the Chairman of Agenus’s Executive Council since January 2023 and has served as the President and Chief Executive Officer of MiNK Therapeutics, Inc. since February 2021. Dr. Buell was previously Chief Operating Officer at Agenus from 2018 to December 2021, served as the President of Agenus from December 2019 until December 2021, and provided consulting services to Agenus from January 2022 until December 2022. Since July 2020, Dr. Buell has served as a director of Protagenic Therapeutics, Inc. From November 2013 to July 2016, Dr. Buell was Vice President, Research and Development Operations and Program Management at Agenus, expanding her role to include external affairs from July 2016 to November 2017, and from November 2017 to November 2018, she served as the Chief Communications and External Affairs Officer of Agenus. Prior to Agenus, Dr. Buell held leadership positions in R&D operations at Bristol-Myers Squibb and Harvard Clinical Research Institute (Baim), where she was involved in the development strategy and operations for a portfolio of industry and government-sponsored clinical programs. She obtained her Ph.D. in Cellular, Biochemical and Molecular Biochemistry from Tufts University.

There are no family relationships between Dr. Buell and any director or executive officer of Agenus and she was not selected as a director pursuant to any arrangement or understanding between her and any other person. She will not be appointed to any Committees of the Board of Directors.

Since January 1, 2023, Dr. Buell has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K, except as follows:

•In January 2023, the Agenus Compensation Committee granted Dr. Buell an option to purchase 37,500 shares of our common stock with an exercise price of $47.40 (after giving effect to Agenus's one-for-twenty reverse stock split in April 2024), subject to a four-year vesting schedule where one-quarter of the options vest on the one-year anniversary of the grant date, with the remainder vesting in equal annual installments thereafter, generally subject to her continued employment or service with the Company.

•In January 2024, the Agenus Compensation Committee granted Dr. Buell an option to purchase 37,500 shares of our common stock with an exercise price of $11.80 (after giving effect to Agenus’ one-for-twenty reverse stock split in April 2024), subject to a three-year vesting schedule where one-third of the options vest on the one-year anniversary of the grant date, with the remainder vesting in equal quarterly installments thereafter, generally subject to her continued employment or service with the Company.

A copy of the press release announcing Dr. Buell’s appointment to the Board of Directors is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated June 17, 2024

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.

Date:	June 17, 2024	By:	/s/ Christine M. Klaskin
			Christine M. Klaskin, VP Finance

EX-99.1

 

Agenus Announces Appointment of Dr. Jennifer Buell to Its Board of Directors

6/17/2024

Strategic leadership to drive next phase of growth for the company

LEXINGTON, Mass.--(BUSINESS WIRE)-- Agenus Inc. (“Agenus”) (Nasdaq: AGEN), a leader in developing novel immunological agents to treat various cancers, is pleased to announce the appointment of Dr. Jennifer Buell to its Board of Directors, on June 11, 2024, e ective immediately. Dr. Buell will maintain her active and ongoing role as the President and CEO of MiNK Therapeutics, in addition to her responsibilities as Chairman of the Executive Council at Agenus. Her continued leadership at MiNK ensures a seamless integration of strategic insights across both organizations, enhancing our collaborative e orts to innovate and deliver breakthrough cancer therapies.

"Dr. Buell’s appointment is a testament to her unparalleled leadership and her profound impact on Agenus," said Dr. Garo Armen, Chairman and CEO of Agenus. "Her strategic vision and operational expertise have been instrumental in transforming Agenus from a single-product company into a global, fully integrated biotech leader.

We are con dent that her guidance will be equally in uential in her expanded role as a board member.”

Dr. Buell brings to the board over 27 years of extensive experience in the biopharmaceutical industry, encompassing leadership roles in research and development, clinical operations, and commercial strategy. Her expertise in advancing discovery candidates through to clinical development and commercialization will be invaluable to Agenus as the company continues to expand its innovative pipeline.

During her tenure as President and COO at Agenus, Dr. Buell spearheaded initiatives that transformed the company into a global, fully integrated biotech leader with a robust immuno-oncology portfolio. Her leadership was pivotal in expanding strategic partnerships, enhancing operational capabilities, and establishing Agenus as an industry visionary.

Before her time at Agenus, Dr. Buell held key positions at Bristol-Myers Squibb and the Harvard Clinical Research Institute (Baim), where she was deeply involved in the development and operational strategies of numerous clinical programs, both industry and government sponsored. Dr. Buell earned her Ph.D. in Cellular, Biochemical, and Molecular Biochemistry and an M.S. in Biostatistics from Tufts University, further grounding her scienti c expertise in her leadership roles.

“I am honored to join the Agenus Board of Directors,” said Dr. Buell. “This is a crucial time for the company as we aim to transform the landscape of cancer treatment. My top priority will be strategically guiding our promising BOT/BAL program toward a Biologics License Application this year while exploring new avenues to deliver breakthrough therapies for patients. I am deeply committed to propelling

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Agenus into its next phase of innovation and growth, ensuring we remain at the forefront of developing therapies that o er real hope to patients."

About Agenus

Agenus is a leading immuno-oncology company targeting cancer and infectious diseases with a comprehensive pipeline of immunological agents. The company’s mission is to expand patient populations bene ting from cancer immunotherapy through combination approaches, using a broad repertoire of antibody therapeutics, adoptive cell therapies (through MiNK Therapeutics) and adjuvants (through SaponiQx). Agenus is headquartered in Lexington, MA. For more information, visit www.agenusbio.comor @agenus_bio. Information that may be important to investors will be routinely posted on our website and social media channels.

Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding a its botensilimab and balstilimab programs, expected regulatory timelines and lings, and any other statements containing the words "may," "believes," "expects," "anticipates," "hopes," "intends," "plans," "forecasts," "estimates," "will," “establish,” “potential,” “superiority,” “best in class,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to di er materially. These risks and uncertainties include, among others, the factors described under the Risk Factors section of our most recent

Annual Report on Form 10-K for 2023, and subsequent Quarterly Reports on Form 10-Q led with the Securities and Exchange Commission. Agenus cautions investors not to place considerable reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this press release, and Agenus undertakes no obligation to update or revise the statements, other than to the extent required by law. All forwardlooking statements are expressly quali ed in their entirety by this cautionary statement.

Investors

917-362-1370

investor@agenusbio.com

Media

612-839-6748

communications@agenusbio.com

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Document And Entity Information	Jun. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 11, 2024
Entity Registrant Name	AGENUS INC.
Entity Central Index Key	0001098972
Entity Emerging Growth Company	false
Entity File Number	000-29089
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1562417
Entity Address, Address Line One	3 Forbes Road
Entity Address, City or Town	Lexington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02421
City Area Code	781
Local Phone Number	674-4400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	AGEN
Security Exchange Name	NASDAQ