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): December 24, 2019
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) |
(I.R.S. Employer Identification No.) |
3 Forbes Road
Lexington, MA 02421
(Address of principal executive offices, including 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:
| ☐ |
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 or to be registered pursuant to Section 12(b) of the Act.
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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| Common stock, par value $0.01 | AGEN | The Nasdaq Capital 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.
On January 9, 2020, Agenus Inc. (the “Company”) announced that Jennifer Buell, Ph.D., was appointed to President and Chief Operating Officer adding to her existing duties as Chief Operating Officer of the Company, effective December 24, 2019. Dr. Garo H. Armen previously held the title of President of the Company and will continue to serve as Chief Executive Officer and Chairman of the Board of Directors. In her new role as President and Chief Operating Officer, Dr. Buell remains responsible for all of the Company’s operational functions. In connection with her promotion, Dr. Buell’s annual base salary was increased to $480,000, and her discretionary bonus target was increased to 45% of her annual base salary. Dr. Buell was also granted an option to purchase 500,000 shares of the Company’s common stock pursuant to the Company’s 2019 Equity Incentive Plan. The option has a per-share exercise price equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant, a term of 10 years, and vests over three years with one-third vesting on the one-year anniversary of the grant date and the remainder vesting in equal quarterly installments thereafter (provided Dr. Buell maintains a service relationship with the Company through each such vesting date).
A copy of Dr. Buell’s executive employment agreement with the Company is filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2019 and is incorporated herein by reference. There is no other arrangement or understanding between Dr. Buell and any other person pursuant to which Dr. Buell was selected as the Company’s President, and Dr. Buell has no family relationships with any director or other executive officer. Additionally, there are no related party transactions involving Dr. Buell or any member of her immediate family required to be disclosed pursuant to Item 404(a) of Regulation S-K. Additional biographical information about Dr. Buell is contained in the Company’s prior filings with the Securities and Exchange Commission.
On January 9, 2020, the Company issued a press release announcing Dr. Buell’s promotion. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
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: January 9, 2020 | AGENUS INC. | |||||
| By: |
/s/ Evan D. Kearns |
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| Evan D. Kearns | ||||||
| VP, General Counsel and Secretary | ||||||
Exhibit 99.1
Agenus Announces the Appointment of Dr. Jennifer Buell to the position of President and COO
LEXINGTON, Mass., January 9, 2020 /PRNewswire/ — Agenus Inc. (NASDAQ: AGEN), an Immuno-oncology company with an extensive pipeline of agents that activate immune response to cancers, is pleased to announce the appointment of Dr. Jennifer Buell to President and COO.
“Jen’s tenure with Agenus, her exceptional leadership and cultural attributes, and her deep understanding of our science and operations makes her the top candidate for this newly created position,” said Garo H. Armen, Ph.D., Chairman and CEO of Agenus. He added, “I am very excited to partner with Jen as we set to realize Agenus’ vision of defeating cancer in the coming years.”
After her tenure at Harvard Clinical Research Institute, Dr. Buell rejoined Agenus in 2013 as the Head of Global R&D operations. She was subsequently appointed as Chief Communications and External Affairs Officer, and then, to the position of Chief Operating Officer.
Dr. Buell brings over 20 years of biopharmaceutical industry experience and knowledge. Her efforts in the rapid advancement of discovery candidates through development has resulted in Agenus’ record of advancing 13 I-O candidates to the clinic in the past four years. Her experience also includes extensive communication with internal and external constituencies, regulators, investors, and collaborators. Dr. Buell’s previous operational and research experience include her tenures at Bristol-Myers Squibb and Harvard Clinical Research Institute. Dr. Buell obtained her PhD in Cellular, Biochemical, and Molecular Biochemistry with an MS in Biostatistics from Tufts University in Boston.
About Agenus
Agenus is a clinical-stage immuno-oncology company focused on the discovery and development of therapies that engage the body’s immune system to fight cancer. The Company’s vision is to expand the patient populations benefiting from cancer immunotherapy by pursuing combination approaches that leverage a broad repertoire of antibody therapeutics, proprietary cancer vaccine platforms, and adoptive cell therapies (through its AgenTus Therapeutics subsidiary). The Company is equipped with a suite of antibody discovery platforms and a state-of-the-art GMP manufacturing facility with the capacity to support early phase clinical programs. Agenus is headquartered in Lexington, MA. For more information, please visit www.agenusbio.com and our twitter handle @agenus_bio. Information that may be important to investors will be routinely posted on our website and twitter.
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 Agenus’ clinical development plans and timelines, the vision of defeating cancer in the coming years, and the expected contributions of Dr. Buell. 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 Quarterly Report on Form 10-Q or Annual Report on Form 10-K 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.
Contact:
Agenus Inc.
Regina Grebla, PhD
VP, Investor Relations & Communications
781-674-4495
regina.grebla@agenusbio.com