Agenus Inc. filed SEC Form 8-K: Other Events

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

AGENUS INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01 Other Events.

On March 24, 2026, the United States District Court for the District of Massachusetts issued a Memorandum and Order in Byron Olsen, Individually and on Behalf of All Others Similarly Situated v. Agenus Inc., Garo H. Armen, Christine M. Klaskin, Steven J. O'Day, and Todd Yancey, Civil Action No. 24-CV-12299-AK, a putative securities class action alleging violations of the federal securities laws in connection with the Company’s public disclosures.

The court granted defendants’ motion to dismiss the amended complaint in its entirety, ruling in favor of Agenus Inc. and the individual defendants Garo H. Armen, Christine M. Klaskin, Steven J. O'Day, and Todd Yancey. The court also denied the plaintiff’s request for leave to amend.

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.