Agenus extends 2015 notes and warrant terms, adds new warrants for noteholders

Agenus Inc. entered into an agreement with existing noteholders on June 29, 2026, titled an Amendment to Notes, Extension of Warrants and Sale of New Warrants, according to a Form 8-K filed with the SEC.

Under the amendment, the company extended the maturity date of $5.09 million of senior subordinated promissory notes previously issued in 2015 by eight months, from June 20, 2026 to February 18, 2027, with all other terms including the applicable interest rate remaining unchanged¹.

The agreement also extended expiration dates on three sets of previously issued warrants. The 2022 A Warrants, covering an aggregate of 65,000 shares of common stock at an exercise price of $3.25 per share, were extended to June 25, 2031¹. The 2022 B Warrants, covering an aggregate of 32,500 shares at the same $3.25 exercise price, and the 2025 C Warrants, covering an aggregate of 67,500 shares, were also extended to the same date¹.

In addition, Agenus issued new 2026 D Warrants covering an aggregate of 56,525 shares at a $3.25 exercise price, set to expire on June 25, 2031¹. The company said the shares issuable upon exercise of the new warrants will be registered for resale with the SEC within ninety days after June 29, 2026¹.

The securities were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, as a transaction not involving a public offering¹. The company noted that neither the new warrants nor the underlying shares of common stock have been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements¹.