AGENUS INC. (NASDAQ:AGEN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 30, 2017, Agenus Inc. (the Company) announced certain
restructuring activities discussed in more detail below under
Item 8.01. In connection with these restructuring activities,
effective April 1, 2017, Dr. Robert Stein will retire as
President of RD and will become a senior RD advisor to the
Company. The Company and Dr. Stein have entered into a severance
agreement and a consulting agreement, each of which will become
effective on April 1, 2017 and will supersede the terms of Dr.
Steins employment agreement.
to the severance agreement, the Company will immediately pay Dr.
Stein $250,000 and will pay the full premium of Dr. Steins
participation in the Companys medical and dental insurance plans
for 15 months. to the consulting agreement, Dr. Stein will be
paid a monthly retainer of approximately $35,400. The consulting
agreement has an initial term of 15 months, which may be extended
by mutual agreement, and can only be terminated by mutual consent
or by the Company in the event Dr. Stein breaches the agreement
or is unable to perform services for the Company. Dr. Steins
equity awards will continue to vest during the term of the
consulting agreement. In the event there is a change in control
of the Company during the term of the consulting agreement, the
vesting on all of Dr. Steins stock options would be accelerated
in full immediately.
The foregoing descriptions of the severance agreement and the
consulting agreement do not purport to be complete and are
qualified in their entirety by reference to the text of the
agreements, which will be filed as exhibits to the Companys
Quarterly Report on Form 10-Q for the quarter ending March 31,
2017.
Item 8.01 Other Events.
The Company today announced that it is reorganizing its business
and operations to sharpen its focus on clinical development of
its two checkpoint inhibitor antibodies and vaccine program. The
Company plans to close its Basel site and consolidate key
functions to its Cambridge, UK and Lexington, MA facilities, and
phase out approximately 50 positions across the organization.
Additionally, as noted above, Dr. Stein will retire to become a
senior RD advisor exclusive to the Company.
The Companys goals for this realignment are to:
|
Accelerate development and commercialization of its product portfolio to drive shareholder value; |
|
Further extend the Companys cash runway beyond the impact from the recently amended Incyte partnership, which strengthened the balance sheet by $80 million and reduced development expenses; |
| Consolidate operations to improve RD efficiencies; and |
| Ensure commercial readiness and manufacturing. |
Prioritized programs include combination therapies targeting
CTLA-4 and PD-1. In addition, the Company will continue to drive
its innovative immuno-oncology portfolio towards clinical
development with two preclinical antibodies targeting 4-1BB and
TIGIT, as well as AutoSynVaxTM, a clinical-stage
neoantigen cancer vaccine. The Company is exploring combination
studies with AutoSynVax and its checkpoint antibodies.
Substantial focus will also be placed on the Companys
manufacturing operations in Berkeley, CA to ensure GMP readiness.
This is particularly pertinent as the Company progresses its
clinical registration trials with an intent to commercialize
within the next four years.
As part of the restructuring, approximately 50 positions are
planned to be phased out within the next six months. In addition,
the Company will transition or consolidate certain key management
positions, with the objective of streamlining leadership and
reducing costs.
The full text of the press release issued in connection with the
announcement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 99.1 | Press release dated March 30, 2017. |
About AGENUS INC. (NASDAQ:AGEN)
Agenus Inc. (Agenus) is an immuno-oncology company. The Company is engaged in discovering and developing treatments for patients with cancer. Its approaches are driven by platforms and programs, which include antibody discovery platform, including Retrocyte Display, SECANT yeast display and phage display technologies designed to produce human antibodies; antibody candidate programs, including checkpoint modulator (CPM) programs; vaccine programs, including Prophage and AutoSynVax, and saponin-based vaccine adjuvants, principally QS-21 Stimulon adjuvant (QS-21 Stimulon). The Company has a portfolio of programs in various stages of development, including a series of antibodies in discovery and pre-clinical and clinical development, Prophage vaccine, a Heat Shock Protein (HSP)-based vaccine candidate for a form of brain cancer that has completed Phase II trials, and a number of QS-21 Stimulon-containing vaccine candidates in late stage development. AGENUS INC. (NASDAQ:AGEN) Recent Trading Information
AGENUS INC. (NASDAQ:AGEN) closed its last trading session 00.00 at 3.92 with 1,013,810 shares trading hands.