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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/23/23 Agenus Inc. S-8 6/23/23 4:66K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-8 Registration Statement - Securities for an HTML 34K Employee Benefit Plan 2: EX-5.1 Opinion of Counsel re: Legality HTML 8K 3: EX-23.2 Consent of Expert or Counsel HTML 4K 4: EX-FILING FEES Filing Fees HTML 14K
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" | Power of Attorney (included on signature page of this registration statement) |
S-8 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Agenus Inc.
(Exact name of registrant as specified in its charter)
Delaware | 06-1562417 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
3 Forbes Road, Lexington, MA 02421
(Address of principal executive offices, including zip code)
2019 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Garo H. Armen, Ph.D.
Agenus Inc.
3 Forbes Road
781-674-4400
(Name, address and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Zachary Blume
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
617-951-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
Explanatory Note
This registration statement on Form S-8 is being filed by Agenus Inc. (the “Registrant”) for the purpose of registering shares of the Registrant’s common stock, $0.01 par value per share (“Common Stock”) issuable under the Registrant’s 2019 Employee Stock Purchase Plan, as amended (the “ESPP”).
The Registrant’s stockholders approved amendments to the ESPP to increase the number of shares issuable pursuant to the ESPP at the 2023 Annual Meeting of Stockholders on June 12, 2023.
Pursuant to General Instruction E to Form S-8, this registration statement incorporates by reference the contents of the registration statements on Form S-8, File Nos. 333-266790 and 333-233100, filed by the Registrant on August 11, 2022 and August 7, 2019 relating to the ESPP.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Lexington, Commonwealth of Massachusetts, on this 23rd day of June, 2023.
Agenus Inc. | ||
By: | /s/ Garo H. Armen | |
Garo H. Armen, Ph.D. | ||
Chief Executive Officer and Chairman of the Board |
We, the undersigned officers and directors of Agenus Inc., hereby severally constitute and appoint Garo H. Armen, Ph.D., Robin E. Abrams and Christine M. Klaskin, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated below on the dates indicated:
Signature |
Title |
Date | ||
/s/ Garo H. Armen Garo H. Armen, Ph.D. |
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
June 23, 2023 | ||
Vice President, Finance (Principal Financial and Accounting Officer) |
June 23, 2023 | |||
/s/ Brian Corvese |
Director | June 23, 2023 | ||
Director | June 23, 2023 | |||
Director | June 23, 2023 | |||
/s/ Susan Hirsch |
Director | June 23, 2023 |
This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 6/23/23 | |||
6/12/23 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/28/23 Agenus Inc. DEF 14A 12:3.7M Donnelley … Solutions/FA 8/11/22 Agenus Inc. S-8 8/11/22 4:76K Donnelley … Solutions/FA 8/05/22 Agenus Inc. 8-K:5,9 8/04/22 11:152K Donnelley … Solutions/FA 3/25/22 Agenus Inc. 8-K:8,9 3/23/22 11:222K Donnelley … Solutions/FA 4/30/21 Agenus Inc. DEF 14A 6/15/21 1:1M Donnelley … Solutions/FA 8/07/19 Agenus Inc. S-8 8/07/19 4:127K Donnelley … Solutions/FA 6/24/19 Agenus Inc. 8-K:5,9 6/19/19 3:107K Donnelley … Solutions/FA 6/16/16 Agenus Inc. 8-K:5,9 6/14/16 4:125K Donnelley … Solutions/FA 4/25/14 Agenus Inc. 8-K:5,9 4/23/14 3:85K Workiva Inc. 8/08/12 Agenus Inc. 10-Q 6/30/12 43:2.1M Donnelley … Solutions/FA 9/30/11 Agenus Inc. 8-K:8,9 9/30/11 3:34K Donnelley … Solutions/FA 1/06/11 Agenus Inc. 8-K:5,8,9 1/05/11 5:443K Donnelley … Solutions/FA 6/11/07 Agenus Inc. 8-K:1,3,5,9 6/06/07 5:80K Donnelley … Solutions/FA 6/10/02 Agenus Inc. 8-K:5,7 6/10/02 4:97K Bowne of Boston/FA |