M&A - AGENUS INC

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Form Type: 8-K

Filing Date: 2025-06-04

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025081674

Filing Summary: On June 3, 2025, Agenus Inc. and its subsidiary Agenus West, LLC entered into an Asset Purchase Agreement with Zydus Pharmaceuticals (USA) Inc. The agreement involves the sale of substantially all of Agenus’ manufacturing assets for up to $125 million, including $75 million at closing and up to $50 million based on future usage of Zydus' manufacturing services. The undertaking is subject to customary conditions, including regulatory approvals and the establishment of a contract manufacturing agreement. Additionally, a Securities Purchase Agreement with Zynext Ventures was finalized, wherein Zynext will purchase 2,133,333 shares of common stock at approximately $16 million, with restrictions on share disposal for 12 months. There is also a License Agreement granting Zydus exclusive rights in India and Sri Lanka to develop and commercialize the BOT/BAL product, involving a royalty payment to Agenus.

Additional details:

Item 1: Asset Purchase Agreement


Purchase Price: up to $125 million


Closing Payment: $75 million


Contingent Payments: up to $50 million


Item 2: Securities Purchase Agreement


Shares Purchased: 2,133,333


Aggregate Purchase Price: approximately $16.0 million


Price Per Share: $7.50


Item 3: License Agreement


Royalty Rate: 5%


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