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EX-99.1 - EX-99.1 - AGENUS INC | d861174dex991.htm |
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
(Registrants 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.
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
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 Companys operational functions. In connection with her promotion, Dr. Buells 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 Companys common stock pursuant to the Companys 2019 Equity Incentive Plan. The option has a per-share exercise price equal to the closing price of the Companys 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. Buells executive employment agreement with the Company is filed as Exhibit 10.2 to the Companys 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 Companys 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 Companys prior filings with the Securities and Exchange Commission.
On January 9, 2020, the Company issued a press release announcing Dr. Buells 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 | |||||
Evan D. Kearns | ||||||
VP, General Counsel and Secretary |