Additional Proxy Soliciting Materials (definitive) (defa14a)
11 May 2021 - 7:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Agenus Inc.
(Name of
Registrant as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Explanatory Note
The following information is being filed to amend and supplement the definitive proxy statement filed on Schedule 14A on April 30, 2021.
We have revised the Beneficial Ownership table to include a stockholder inadvertently omitted from the original filing. The revised table is set forth below.
Ownership By Certain Beneficial Owners
This table shows certain information, based on filings with the SEC, about the beneficial ownership of our capital stock as of April 23,
2021 by each person known to us owning beneficially more than 5% of any class of our capital stock. Unless otherwise indicated in a footnote to this table, each person has the sole power to invest and vote the shares of common stock listed opposite
the persons name.
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Name and Address of beneficial Owner
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Title of
Class
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Number of Shares
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Percent
of Class
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Brad M. Kelley
1410 Moran
Road
Franklin, TN 37069-6300
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Common
Series A-1
Preferred
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1,591,039
31,620
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(1)
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0.9
100
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%
%
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Incyte Corporation
1801
Augustine Cut-Off
Wilmington, DE 19803
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Common
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14,062,227
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(2)
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6.3
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%
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RTW Investments LP
412 West
15th Street
New York, NY 10011
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Common
Series C-1
Preferred
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14,864,677
10,459
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(3)
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6.7
100
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%
%
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BlackRock, Inc.
55 East
52nd Street
New York, NY 10055
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Common
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14,517,609
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(4)
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6.5
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%
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Oracle Partners
262 Harbor
Drive - 3rd Floor
Stamford, CT 06902
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Common
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11,127,372
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(5)
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5.0
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%
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Gilead Sciences, Inc.
333
Lakeside Drive
Foster City, CA 94404
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Common
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11,111,111
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(6)
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5.0
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%
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(1)
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Mr. Kelley owns 31,620 shares of our Series A-1 Convertible
Preferred Stock, our only shares of outstanding Series A-1 preferred stock. These shares have an initial conversion price of $94.86 and are currently convertible into 333,333 shares of our common stock. If
Mr. Kelley had converted all 31,620 shares of Series A-1 Convertible Preferred Stock into shares of common stock as of April 23, 2021 he would have held 1,924,372 shares of our common stock, or 0.9%
of the shares outstanding.
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(2)
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Based solely upon information set forth on Schedule 13G/A filed with the SEC on February 11, 2021 by
Incyte Corporation.
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(3)
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Based solely upon information set forth on Schedule 13G/A filed with the SEC on February 12, 2021, by RTW
Investments, LP., RTW Master Fund, Ltd., and one or more of its funds, which are managed by RTW Investments, LP, (collectively, RTW), RTW owned 12,864,677 shares of our common stock. On March 24, 2021 RTW converted 2,000 of their
Series C-1 shares owned into 2,000,000 shares of our common stock. RTW also owns 10,459 shares of our Series C-1 convertible preferred stock, which are convertible into
common stock on a one-for-one thousand basis, or 10,459,000 shares of our common stock. Under the
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Certificate of Designation of preferences and Rights and Limitations of Series C-1 Convertible Preferred Stock, RTW is limited to holding no greater than
9.99% of our shares of common stock, such limitation may be increased to up to 19.99% 60 days after notice by RTW to the Company. If RTW converted all 10,459 shares of Series C-1 Convertible Preferred Stock
into shares of common stock as of April 23, 2021, it would have held 25,323,677 shares of our common stock, or 10.8% of the shares outstanding.
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(4)
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Based solely upon information set for the on Schedule 13G filed with the SEC on January 29, 2021 by
BlackRock Inc.
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(5)
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Based solely upon information set forth on Schedule 13G/A filed with the SEC on February 16, 2021 by
Oracle Partners, LP, a Delaware limited partnership (Oracle Partners), Oracle Ten Fund, LP, a Delaware limited partnership (Oracle Ten Fund), Oracle Institutional Partners, LP, a Delaware limited partnership
(Institutional Partners and, collectively with Oracle Partners and Oracle Ten Fund, the Oracle Partnerships), Oracle Investment Management, Inc. Employees Retirement Plan, an employee benefit plan organized in
Connecticut (the Retirement Plan), Oracle Associates, LLC, a Delaware limited liability company and the general partner of the Oracle Partnerships (Oracle Associates), Oracle Investment Management, Inc., a Delaware
corporation and the investment manager to the Oracle Partnerships and the plan administrator to the Retirement Plan (the Investment Manager), The Feinberg Family Foundation, a foundation organized in Connecticut (the
Foundation), and Larry N. Feinberg, the managing member of Oracle Associates, the sole shareholder, director and president of the Investment Manager and the trustee of the Foundation
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(6)
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Based solely upon information set forth on Schedule 13G filed with the SEC on January 29, 2019 by Gilead
Sciences, Inc.
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