S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-8 1 d131480ds8.htm S-8 S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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. 2015 INDUCEMENT EQUITY PLAN

(Full title of the plan)

Garo H. Armen, Ph.D.

Agenus Inc.

3 Forbes Road

Lexington, MA 02421

(Name and address of agent for service)

781-674-4400

(Telephone number, including area code, of agent for service)

Please send copies of all communications to:

Wesley C. Holmes, Esq.

Latham & Watkins LLP

200 Clarendon Street

Boston, MA 02116

Boston, MA 02199-3600

333-277988

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.

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 (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 250,000 shares of common stock, $0.01 par value per share (“Common Stock”), of Agenus Inc. (the “Registrant”) issuable under the Registrant’s 2015 Inducement Equity Plan, as amended (the “Inducement Plan”). The additional shares registered pursuant to the Inducement Plan are of the same class as other securities relating to the Inducement Plan for which registration statements on Form S-8 (File Nos. 333-209074; 333-277988) filed with the Commission on January 1, 2016 and March 15, 2024, respectively, are effective.

Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the above-referenced prior registration statements on Form S-8 and any amendments thereto, to the extent not modified or superseded hereby or by any subsequently filed document (File Nos. 333-209074; 333-277988).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits.


Exhibit		Description

4.1		Amended and Restated Certificate of Incorporation of Antigenics Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 0-29089) filed on June 10, 2002 and incorporated herein by reference.

4.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Antigenics Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-29089) filed on June 11, 2007 and incorporated herein by reference.

4.3		Certificate of Ownership and Merger changing the name of the corporation to Agenus Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 0-29089) filed on January 6, 2011 and incorporated herein by reference.

4.4		Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation of Agenus Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 0-29089) filed on September 30, 2011 and incorporated herein by reference.

4.5		Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Agenus Inc. Filed as Exhibit 3.1.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-29089) filed on August 8, 2012 and incorporated herein by reference.

4.6		Certificate of Fourth Amendment to the Amended and Restated Certificate of Incorporation of Agenus Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 0-29089) filed on April 25, 2014 and incorporated herein by reference.

4.7		Certificate of Fifth Amendment to the Amended and Restated Certificate of Incorporation of Agenus Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 0-29089) filed on June 16, 2016 and incorporated herein by reference.

4.8		Certificate of Sixth Amendment to the Amended and Restated Certificate of Incorporation of Agenus Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 0-29089) filed on June 24, 2019 and incorporated herein by reference.

4.9		Certificate of Seventh Amendment to the Amended and Restated Certificate of Incorporation of Agenus Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 0-29089) filed on August 5, 2022 and incorporated herein by reference.

4.10		Certificate of Eighth Amendment to the Amended and Restated Certificate of Incorporation of Agenus Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K (File No. 0-29089) filed on April 5, 2024 and incorporated herein by reference.

4.10		Sixth Amended and Restated By-laws of Agenus Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 0-29089) filed on March 25, 2022 and incorporated herein by reference.

4.11		Form of Common Stock Certificate. Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 0-29089) filed January 6, 2011 and incorporated herein by reference.

5.1*		Opinion of Latham & Watkins LLP, counsel to the Registrant.

23.1*		Consent of Latham & Watkins LLP (included as part of Exhibit 5.1).

23.2*		Consent of KPMG LLP, Independent Registered Public Accounting Firm.

24.1*		Power of Attorney (included on signature page).

99.1		Agenus Inc. 2015 Inducement Equity Plan. Filed as Exhibit 4.14 to the Registrant’s Registration Statement on Form S-8 (File No. 333-209074) filed on January 21, 2016 and incorporated herein by reference.

99.2		Amendment to the Agenus Inc. 2015 Inducement Equity Plan. Filed as Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-277988) filed on March 15, 2024 and incorporated herein by reference.

99.3*		Amendment to the Agenus Inc. 2015 Inducement Equity Plan.

107*		Filing Fee Table

*	Filed herewith.

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 2^nd day of September 2026


Agenus Inc.

By:		/s/ Garo H. Armen
		Garo H. Armen, Ph.D.
		Chief Executive Officer and Chairman of the Board

POWER OF ATTORNEY

We, the undersigned officers and directors of Agenus Inc., hereby severally constitute and appoint Garo Armen and Melissa Orilall, 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

/s/ Garo H. Armen Garo H. Armen, Ph.D.	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer and Principal Financial Officer)	September 2, 2026

/s/ Melissa Orilall Melissa Orilall	Controller	September 2, 2026

/s/ Jennifer Buell, PhD Jennifer Buell, PhD	Director	September 2, 2026

/s/ Brian Corvese Brian Corvese	Director	September 2, 2026

/s/ Tom Harrison Tom Harrison	Director	September 2, 2026

/s/ Marco Tullio Marcucci Marco Tullio Marcucci	Director	September 2, 2026

/s/ Timothy R. Wright Timothy R. Wright	Director	September 2, 2026

/s/ Susan Hirsch Susan Hirsch	Director	September 2, 2026