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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/22 Agenus Inc. S-8 8/11/22 4:76K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-8 Registration Statement - Securities for an HTML 41K 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 24K
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" | Power of Attorney (included on signature page of this registration statement) |
S-8 |
As filed with the Securities and Exchange Commission on August 11, 2022
Registration No. 333-
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)
AGENUS INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN
AGENUS INC. 2019 EMPLOYEE STOCK PURCHASE PLAN
AGENUS INC. AMENDED AND RESTATED DIRECTORS’ DEFERRED COMPENSATION PLAN
(Full title of the plan)
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 (i) the Registrant’s Amended and Restated 2019 Equity Incentive Plan (the “2019 Plan”), (ii) the Registrant’s 2019 Employee Stock Purchase Plan (the “ESPP”) and (iii) the Registrant’s Amended and Restated Directors’ Deferred Compensation Plan (the “DDCP”).
The Registrant’s stockholders approved amendments to (x) the 2019 Plan to increase the number of shares of Common Stock issuable pursuant to the 2019 Plan at each of the Registrant’s Annual Meeting of Stockholders on June 15, 2021 (the “2021 Annual Meeting”) and the Annual Meeting of Stockholders on June 8, 2022 (the “2022 Annual Meeting”), (y) the ESPP to increase the number of shares issuable pursuant to the ESPP at the 2021 Annual Meeting; and (z) the DDCP to increase the number of shares issuable pursuant to the DDCP at the Registrant’s Annual Meeting of Stockholders on June 16, 2020 and the 2022 Annual Meeting.
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. 333-233100, 333-233097, 333-228271, 333-209074, 333-183067, 333-176609, 333-160088, 333-143807 and 333-106072, filed by the Registrant on August 7, 2019, August 7, 2019, November 8, 2018, January 21, 2016, August 3, 2012, September 1, 2011, June 19, 2009, June 15, 2007 and June 12, 2003, respectively, relating to the 2019 Plan, the ESPP and the DDCP.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8 | Exhibits. |
SIGNATURES
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 11th day of August, 2022.
AGENUS INC. | ||
By: | ||
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 Armen 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 | ||
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
August 11, 2022 | |||
Garo H. Armen, Ph.D. | ||||
Vice President, Finance (Principal Financial and Accounting Officer) |
August 11, 2022 | |||
Christine M. Klaskin | ||||
/s/ Brian Corvese |
Director | August 11, 2022 | ||
Brian Corvese | ||||
Director | August 11, 2022 | |||
Allison Jeynes-Ellis | ||||
/s/ Wadih Jordan |
Director | August 11, 2022 | ||
Wadih Jordan | ||||
/s/ Ulf Wiinberg |
Director | August 11, 2022 | ||
Ulf Wiinberg | ||||
Director | August 11, 2022 | |||
Timothy R. Wright | ||||
/s/ Susan Hirsch |
Director | August 11, 2022 | ||
Susan Hirsch |
This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 8/11/22 | |||
6/8/22 | 8-K, DEF 14A | |||
6/15/21 | 4, 8-K, DEF 14A | |||
6/16/20 | 4, 8-K, DEF 14A | |||
List all Filings |
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 |