AGENUS INC. Files 8-K: Material Agreement, Financial Obligations, Equity Sales

TL;DR

AGENUS INC. filed an 8-K detailing a material agreement, new debt, and equity sales.

AI Summary

On November 26, 2024, AGENUS INC. entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. This filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by AGENUS INC., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• AGENUS INC. (company) — Registrant
• November 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 000-29089 (file_number) — Commission File Number
• 06-1562417 (tax_id) — IRS Employer Identification No.
• 3 Forbes Road (address) — Principal Executive Offices
• Lexington (city) — Principal Executive Offices
• Massachusetts (state) — Principal Executive Offices
• 02421 (zip_code) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share AGEN The Nasdaq
• $22,000,000 — oan in an aggregate principal amount of $22,000,000 (the "Loan"). The Loan has a two (2) ye
• $2,000,000 — 's common stock. The Note also requires $2,000,000 of the Loan funds to be held back to se

Filing Documents

• agen-20241126.htm (8-K) — 43KB
• agen-ex99_1.htm (EX-99.1) — 16KB
• 0000950170-24-131263.txt ( ) — 172KB
• agen-20241126.xsd (EX-101.SCH) — 23KB
• agen-20241126_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

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

02 Unregistered Sales of Equity Securities

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.

01 Regulation FD Disclosure

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release of Agenus Inc. dated November 27, 2024

SIGNATURES

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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View this 8-K filing on SEC EDGAR