AGENUS INC Enters Material Definitive Agreement

TL;DR

AGENUS INC just signed a big deal, creating a new financial obligation.

AI Summary

On October 8, 2025, AGENUS INC. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as ANTIGENICS INC /DE/, is incorporated in Delaware and headquartered in Lexington, Massachusetts.

Why It Matters

This filing indicates a significant new financial commitment or obligation for AGENUS INC., which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement that creates a direct financial obligation can introduce new financial risks or opportunities that require careful evaluation.

Key Numbers

• 000-29089 — SEC File Number (Identifies the company's filing history with the SEC.)
• 06-1562417 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• AGENUS INC (company) — Registrant
• ANTIGENICS INC /DE/ (company) — Former Company Name
• October 08, 2025 (date) — Date of earliest event reported
• Lexington, Massachusetts (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share AGEN The Nasdaq
• $10,000,000 — f Zydus Lifesciences Limited, for up to $10,000,000 (the "Principal Amount"). The Note bear

Filing Documents

• agen-20251008.htm (8-K) — 42KB
• 0001193125-25-235819.txt ( ) — 142KB
• agen-20251008.xsd (EX-101.SCH) — 23KB
• agen-20251008_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Promissory Note Agreement On October 8, 2025, Agenus Inc. ("Agenus") entered into a Promissory Note Agreement (the "Note") with Zydus Pharmaceuticals (USA) Inc. ("Zydus"), a wholly owned subsidiary of Zydus Lifesciences Limited, for up to $10,000,000 (the "Principal Amount"). The Note bears interest at 3.81% per annum and matures upon the closing of the Asset Purchase Agreement and Securities Purchase Agreement signed by Agenus and Zydus on June 3, 2025 (together, the "APA/SPA"), or, if such closings will not occur, within 10 days after notification that the APA/SPA closings will not be consummated. The Note contains terms and conditions, including representations and warranties, governing its issuance. Use of Proceeds; Forgiveness Feature. Proceeds from the Note will (i) fund the operational expenses of the Emeryville and Berkeley facilities for the fourth quarter of 2025—which amount, pursuant to the Note, will be forgiven and not repaid if the APA/SPA close—and (ii) to make certain payments owed in respect of assets subject to the APA between the parties. Collateral. As collateral for the Note, Agenus pledged 822,910 shares of common stock of MiNK Therapeutics, Inc. (NASDAQ: INKT) that are owned by Agenus. Agenus also executed a control agreement related to these shares, which control agreement provides certain rights to Zydus in the event that there is an event of default under the Note. Upon satisfaction of the obligations under the Note (including repayment or forgiveness in connection with an APA/SPA closing), the pledge is expected to be released in accordance with the Note and related agreements. The foregoing summary of the Note, the related pledge agreement and the control agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, copies of which will be filed, with confidential terms redacted as applicable, as exhibits to Agen

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: October 9, 2025 By: /s/ Garo H. Armen, Ph.D. Garo H. Armen, Ph.D., Chairman & CEO

View Full Filing

View this 8-K filing on SEC EDGAR