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
December 7, 2010
Date of Report (Date of earliest event reported)
ANTIGENICS INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 000-29089 | 06-1562417 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3 Forbes Road Lexington, MA |
02421 | |
| (Address of principal executive offices) | (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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 7, 2010, Antigenics Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Ingalls & Snyder Value Partners L.P. (“Ingalls”), holder of an aggregate principal amount of $8,048,000 of the Company’s 5.25% convertible senior notes due February 2025 (the “Bonds”), to repurchase the Bonds in exchange for an aggregate cash payment of $6,374,337.24 (the “Purchase Price”), including accrued and unpaid interest, and to cancel the Bonds.
On December 9, 2010, the Company entered into another agreement (the “Sixth Amendment of Rights Agreement”) with Ingalls, as the majority holder of the Company’s Senior Secured Convertible Notes issued on October 30, 2006 (the “2006 Notes”). The Sixth Amendment of Rights Agreement amended the definition of an Event of Default under the 2006 Notes to exclude the redemption and repurchase of the Bonds, along with accrued but unpaid interest, in exchange for the Purchase Price.
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.
| ANTIGENICS INC. | ||||||
| Date: December 13, 2010 | By: | SHALINI SHARP | ||||
| Shalini Sharp | ||||||
| Chief Financial Officer | ||||||