AGEN Agenus Inc

 

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): November 26, 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:

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. ☐

 

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Item 1.01 Entry into a Material Definitive Agreement.

On November 26, 2024, a subsidiary of Agenus Inc. (the “Company”) entered into a promissory note (the “Note”) with Ocean 1181 LLC (the “Lender”) for a loan in an aggregate principal amount of $22,000,000 (the “Loan”). The Loan has a two (2) year term and is principally secured by the Company’s manufacturing facility in Berkeley, CA and parcels of land located in Vacaville, CA (collectively, the “Mortgaged Properties”). The Company will unconditionally guarantee to the Lender the payment and performance of the obligations under the Note.

The Loan will bear interest at a rate of 12% through November 30, 2025 and 13% from December 1, 2025 through November 30, 2026. Interest under the Note will be payable monthly, one half in cash and one half of the Company’s common stock. The Note also requires $2,000,000 of the Loan funds to be held back to serve as payment reserve for the Loan.

At the closing of the Loan, the Company paid the Lender 153,003 shares of the Company’s common stock, representing the first month of interest, a 1% origination fee, as well as certain transaction expenses.

The Note contains customary representations, warranties and covenants, including customary events of default, including failure to repay the Loan when due. Any event of default, if not cured or waived in a timely manner, could result in the acceleration of the Loan under the Note.

If the Company pays off or releases any of the Mortgaged Properties within 120 days of the closing of the Loan, then there will be a two percent payoff fee assessed on the released amount. In the event of a disposition of a Mortgaged Property, the loan is subject to prepayment in an amount equal to the amount of the Loan applicable to the disposed Mortgaged Property.

The foregoing summary is qualified by reference to the copy of the Note that will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 27, 2024 the Company issued a press release announcing the Loan. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 (the “Section”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release of Agenus Inc. dated November 27, 2024

 

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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.

Date:	November 27, 2024	By:	/s/ Christine M. Klaskin
			Christine M. Klaskin, VP Finance

 

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Exhibit 99.1

Agenus Secures $22 Million Mortgage and Announces Strategic Operational Realignment

 

LEXINGTON, Mass.--(BUSINESS WIRE) -- Agenus Inc. (“Agenus” or the “Company”) (Nasdaq: AGEN), an immuno-oncology company focused on innovation has successfully secured a $22 million non-amortizing mortgage backed by its Berkeley-based Biologics CMC facility ("901 Heinz") and its 66-acre biomanufacturing-zoned property in Vacaville, California. Facilitated by L&L Capital, the transaction yields $20 million in net proceeds after closing costs and interest reserve, bolstering the company’s cash position ahead of anticipated additional cash infusions in the coming months. The mortgage, structured with a two-year term, carries interest payable in a 50% cash and 50% common stock arrangement, with rates set at 12% for Year 1 and 13% for Year 2.

Simultaneously, Agenus is executing a Strategic Operational Realignment Plan to sharpen its focus on botensilimab/balstilimab (BOT/BAL) in MSS colorectal cancer (CRC) while driving significant cost reductions. Key components of the plan include:

 

These measures, coupled with anticipated ongoing optimizations, are expected to lower the company’s FY 2025 cash burn to approximately $100 million, pending the finalization of additional strategic transactions.

BOT/BAL has exhibited exceptional clinical activity in MSS CRC and multiple other cancers resistant to existing therapies. Agenus is prepared to execute its late-stage development and regulatory strategy for MSS CRC, targeting both regional and global registration pathways.

The compelling clinical data from BOT/BAL in neoadjuvant, front-line metastatic, and late-line MSS CRC underscores its transformative potential for patients with limited treatment options. With this decisive financial and operational realignment, Agenus aims to revolutionize cancer care, delivering life-saving innovations while establishing a solid foundation for sustained growth and patient benefit.

 

 

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About Agenus
Agenus is a leading immuno-oncology company targeting cancer with a comprehensive pipeline of immunological agents. The company was founded in 1994 with a mission to expand patient populations benefiting from cancer immunotherapy through combination approaches, using a broad repertoire of antibody therapeutics, adoptive cell therapies (through MiNK Therapeutics) and adjuvants (through SaponiQx). Agenus has robust end-to-end development capabilities, across commercial and clinical cGMP manufacturing facilities, research and discovery, and a global clinical operations footprint. Agenus is headquartered in Lexington, MA. For more information, visit www.agenusbio.com or @agenus_bio. Information that may be important to investors will be routinely posted on our website and social media channels.

About L&L Capital
L&L Capital Partners is a New York City & Palm Beach-based family office specializing in nationwide real estate lending. The firm provides tailored bridge financing solutions to high-quality companies looking to effectively monetize their real estate assets. Leveraging strong relationships with local New York-based lending institutions, L&L strategically sources and capitalizes its deals to grow with its borrower-partners.

About Botensilimab (BOT)
Botensilimab (BOT) is a human Fc enhanced CTLA-4 blocking antibody designed to boost both innate and adaptive anti-tumor immune responses. Its novel design leverages mechanisms of action to extend immunotherapy benefits to “cold” tumors which generally respond poorly to standard of care or are refractory to conventional PD-1/CTLA-4 therapies and investigational therapies. Botensilimab augments immune responses across a wide range of tumor types by priming and activating T cells, downregulating intratumoral regulatory T cells, activating myeloid cells and inducing long-term memory responses.

Approximately 1,100 patients have been treated with botensilimab in phase 1 and phase 2 clinical trials. Botensilimab alone, or in combination with Agenus’ investigational PD-1 antibody, balstilimab, has shown clinical responses across nine metastatic, late-line cancers. For more information about botensilimab trials, visit www.clinicaltrials.gov with the identifiers NCT03860272, NCT05608044, NCT05630183, and NCT05529316.

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 its botensilimab and balstilimab programs, expected regulatory timelines and filings, 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

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forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ 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 filed 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 forward-looking statements are expressly qualified in their entirety by this cautionary statement.

 

Investors
917-362-1370
investor@agenusbio.com 

Media
612-839-6748
communications@agenusbio.com 

 

Source: Agenus Inc.

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Document And Entity Information	Nov. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 26, 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

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