M&A - AGENUS INC
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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