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 |
000-29089 |
06-1562417 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
3 Forbes Road Lexington, MA |
02421 |
|
(Address of principal executive offices) |
(Zip Code) |
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. |
Description of Exhibit |
| 99.1 | Press Release dated February 13, 2014. |
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.
|
AGENUS INC. |
||||
|
|
||||
|
|
Date: February 13, 2014 |
By: |
/s/ Garo H. Armen |
|
|
Garo H. Armen |
||||
|
Chairman and CEO |
||||
EXHIBIT INDEX
|
Exhibit No. |
Description of Exhibit |
|
|
99.1 |
Press Release dated February 13, 2014. |
Exhibit 99.1
Agenus Completes Acquisition of 4-Antibody
Agenus gains powerful platform for rapid discovery and optimization of fully-human antibodies against a wide array of molecular targets
LEXINGTON, Mass.--(BUSINESS WIRE)--February 13, 2014--Agenus Inc. (Nasdaq: AGEN), a biopharmaceutical company developing novel immunotherapeutics, including a portfolio of checkpoint modulators (CPMs), anti-cancer vaccines and adjuvants, today completed the previously announced acquisition of 4-Antibody AG, a private European-based biopharmaceutical company.
The acquisition includes the Retrocyte Display® technology platform which enables rapid discovery and optimization of fully human antibodies against a wide array of molecular targets. For the past three years, 4-Antibody has been applying Retrocyte Display to create therapeutic antibodies to six key checkpoint targets that regulate immune response to cancers and other diseases. The company has multiple preclinical immune CPM programs in development.
In this transaction, Agenus acquired all outstanding stock of 4-Antibody for approximately 3.3 million shares of Agenus common stock, plus additional contingent payments, payable in cash or Agenus common stock, that may exceed $40 million based on the combined company achieving certain milestones. Agenus intends to continue 4-Antibody’s operations in Basel, Switzerland and Jena, Germany, and to retain the 4-Antibody management team as part of the combined company. In addition, Shahzad Malik, M.D., General Partner at Advent Venture Partners, 4-Antibody’s largest investor, has been appointed to Agenus’ Board of Directors upon the closing.
“Through this acquisition, Agenus gained six programs targeting key checkpoints that we plan to pursue vigorously,” said Garo Armen, Ph.D., CEO and chairman of Agenus. “These assets, together with the substantial capital raised in our recent public offering, position us well to develop a portfolio of innovative immunotherapies for cancer. In addition, Agenus now has a flexible platform for rapid discovery and optimization of fully-human antibodies against a wide array of molecular targets, which we plan to leverage on our own, with pharma partnerships, and through our collaborations with Ludwig Cancer Research and Memorial Sloan Kettering Cancer Center.”
About Checkpoint Modulators
Promising clinical data with monoclonal antibodies that bind to checkpoint molecules, such as cytotoxic T lymphocyte antigen-4 (CTLA-4) and programmed death receptor-1 (PD-1) has sparked considerable excitement in the field of cancer immunotherapy. Blocking these checkpoint molecules unlocks the braking mechanism that gets in the way of immune cells attacking cancer cells. Checkpoint modulator combinations such as CTLA-4 inhibitors and PD-1 inhibitors have shown impressive clinical responses in recent clinical trials. Other checkpoints, such as GITR and OX40, act to stimulate immune function. Agenus is driving leading edge programs to discover and develop fully human or humanized monoclonal antibodies that act as agonists for GITR or OX40 signaling.
About Agenus
Agenus is a biopharmaceutical company focused on immuno-oncology with a portfolio of checkpoint modulators and anti-cancer vaccines. The company’s three platforms include checkpoint modulators, heat shock protein based vaccines, and adjuvants. The company’s proprietary discovery engine Retrocyte Display generates high quality therapeutic antibody drug candidates quickly using a high-throughput approach incorporating full-length IgG format human antibody libraries expressed in mammalian B-lineage cells. A portfolio of checkpoint modulator programs is advancing in preclinical development, several heat shock protein based vaccines are in Phase 2 studies, and the adjuvant platform is extensively partnered with GlaxoSmithKline and Janssen and includes several candidates in late-stage trials. Among Agenus and its partners, 23 programs are in clinical development. For more information, please visit www.agenusbio.com, or connect with the company on Facebook, LinkedIn, Twitter and Google+.
Additional Information
Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, but not limited to, the use of proceeds from the offering. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which Agenus cannot predict with accuracy and some of which Agenus might not even anticipate, and involve factors that may cause actual results to differ materially from those projected or suggested. These risks and uncertainties include, among others, the factors described under the Risk Factors section of Agenus’ Current Report on Form 8-K, which was filed with the SEC on February 4, 2014. 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.
Retrocyte Display is a registered trademark of 4-Antibody AG.
CONTACT:
Agenus Inc.
Jonae R. Barnes, 617-818-2985
Vice
President
Investor Relations and Corporate Communications
jonae.barnes@agenusbio.com