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Agenus Announces Reverse Stock Split of Common Stock

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Agenus Inc. announces a one-for-twenty reverse stock split to enhance financing flexibility and meet listing requirements. The split will be effective on April 12, 2024, maintaining the common stock's par value at $0.01 per share.
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The decision by Agenus Inc. to implement a one-for-twenty reverse stock split is a strategic move that typically indicates an effort to shore up the stock price to meet exchange listing requirements. In this case, the objective is to maintain the company's listing on the Nasdaq Capital Markets and to align with the Russell Indices criteria. This is a common practice among companies whose share price has declined significantly.

From a financial standpoint, reverse stock splits do not fundamentally alter a company's value, as the market capitalization remains consistent. However, it can have psychological effects on investors, who may perceive the higher stock price as a sign of improved health or prospects. The immediate impact often includes increased volatility as the market adjusts to the new price level. In the long term, the success of this maneuver will largely depend on the company's operational performance and its ability to capitalize on the perceived benefits of a higher stock price.

For current shareholders, the reverse split is neutral in terms of their percentage ownership, barring the cash compensation for fractional shares. The cash payment for fractional shares is a minor detail but can be seen as a slight inconvenience for those affected. For potential investors, the new price point could either be a barrier to entry or an attractive entry point, depending on their perception of the company's future performance.

A reverse stock split can be indicative of a company's current market position and its strategic approach to investor relations. Agenus Inc.'s decision to undergo a reverse split may be analyzed from a market trends perspective. Historically, reverse splits are often viewed with skepticism as they may signal underlying issues with the company's stock performance or a need to appease listing requirements. Nevertheless, they can also be perceived as a reset button, offering the company a chance to rebrand its financial image.

The reaction of the market to such corporate actions can vary. Some investors might see the higher price as a new baseline and a sign of stability, potentially attracting institutional investors that have policies against investing in stocks below a certain price. For Agenus, aligning with the Russell Indices could increase its visibility and liquidity by being part of index funds' portfolios. It is important to monitor the stock's trading volume and price movement post-split to gauge the market's reception of this strategic move.

In addition, the reverse stock split may affect the company's ability to raise capital. While a higher stock price can make the stock more appealing to certain investors, it could also reduce the stock's liquidity, making it more challenging to raise funds through future equity offerings. The long-term success of this strategy will be contingent upon Agenus' ability to leverage the reverse split to attract new investment and drive growth in its core business areas.

LEXINGTON, Mass.--(BUSINESS WIRE)-- Agenus Inc. (Nasdaq: AGEN), a leader in discovering and developing novel immunological agents to treat various cancers, today announced its stockholders have approved a one-for-twenty reverse stock split of its issued and outstanding common stock, which will go into effect at 12:01 a.m., Eastern Time on April 12, 2024. The reverse stock split is intended to give Agenus greater flexibility in its future financing needs and to increase the per share trading price of Agenus’ common stock to satisfy the minimum price requirement for continued listing on the Nasdaq Capital Markets and to qualify for inclusion in the Russell Indices. Agenus expects that upon the opening of trading on April 12, 2024, its common stock will trade on the Nasdaq Capital Market on a split-adjusted basis under the current trading symbol “AGEN” and the new CUSIP number 00847G 804.

The reverse stock split affects all issued and outstanding shares of Agenus’ common stock. The par value of the Agenus’ common stock will remain unchanged at $0.01 per share after the reverse stock split. The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in Agenus’ equity, except to the extent that the reverse stock split results in some stockholders receiving cash in lieu of any fractional shares as described below.

No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment in lieu of such fractional shares equal to the fair market value of such fractional shares, as determined in good faith by Agenus’ Board of Directors.

Equiniti Trust Company, LLC (“Equiniti”) is acting as the exchange agent and transfer agent for the reverse stock split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Equiniti will provide instructions to stockholders with physical certificates regarding the process for exchanging their pre-split stock certificates for book entry of the appropriate number of post-split shares and receiving payment for any fractional shares. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the reverse stock split and will receive payment for any fractional shares in accordance with their respective bank’s, broker’s, or nominee’s particular processes. Additional information regarding the reverse stock split can be found in Agenus’ definitive proxy statement filed with the Securities and Exchange Commission on February 26, 2024 and the amendment thereto filed with the Securities and Exchange Commission on February 29, 2024.

About Agenus

Agenus is a leading immuno-oncology company targeting cancer and infectious diseases with a comprehensive pipeline of immunological agents. The company’s mission is to expand patient populations benefiting from cancer immunotherapy through combination approaches, using a broad repertoire of antibody therapeutics, adoptive cell therapies (through MiNK Therapeutics) and adjuvants (through SaponiQx). Agenus is headquartered in Lexington, MA. For more information, visit www.agenusbio.com or @agenus_bio. Information that may be important to investors will be routinely posted on our website and social media channels.

Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding a its botensilimab and balstilimab programs, expected regulatory timelines and filings, and any other statements containing the words “may,” “believes,” “expects,” “anticipates,” “hopes,” “intends,” “plans,” “forecasts,” “estimates,” “will,” “establish,” “potential,” “superiority,” “best in class,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, the factors described under the Risk Factors section of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and available on our website at www.agenusbio.com. Agenus cautions investors not to place considerable reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this press release, and Agenus undertakes no obligation to update or revise the statements, other than to the extent required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.

Questions for Equiniti, the Exchange Agent for the Reverse Stock Split



800-937-5449

helpAST@equiniti.com



Investors



917-362-1370

investor@agenusbio.com



Media



917-362-1370

communications@agenusbio.com

Source: Agenus Inc.

FAQ

When will Agenus Inc.'s reverse stock split be effective?

The reverse stock split will be effective at 12:01 a.m., Eastern Time on April 12, 2024.

What is the reason behind Agenus Inc.'s reverse stock split?

The reverse stock split aims to provide greater flexibility in future financing needs and increase the per share trading price to meet listing requirements.

Will Agenus Inc.'s common stock trade on the Nasdaq Capital Market after the reverse split?

Yes, Agenus Inc.'s common stock will trade on the Nasdaq Capital Market on a split-adjusted basis under the current trading symbol 'AGEN'.

How will the reverse stock split impact Agenus Inc.'s stockholders?

The reverse stock split will affect all issued and outstanding shares of Agenus Inc.'s common stock uniformly, without altering any stockholder's percentage interest in the company's equity.

What will happen to stockholders who would be entitled to receive fractional shares after the reverse split?

Stockholders entitled to fractional shares will receive a cash payment equal to the fair market value of such fractional shares, as determined by Agenus Inc.'s Board of Directors.

Agenus Inc.

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About AGEN

agenus is an immunology company discovering and developing novel checkpoint modulators, vaccines and adjuvants to treat cancer and other diseases. we are a dedicated group of scientists, researchers, biotechnologists, physicians, and businesspeople working together toward one goal: to discover and develop therapies that can unleash the innate power of the body’s immune system to treat and potentially cure hard-to-treat cancers and other diseases. our product candidates are designed to work by educating and activating the body’s immune system for a precise and potent attack on cancer. our strategy is to help unlock the potential of one of the most exciting breakthrough areas in cancer treatment in decades, and to develop single agent and combination immune-oncology therapies that can help save lives. our approaches are driven by three platform technologies, including: • our antibody platforms, including our proprietary retrocyte display™ and secant® technologies, and our antibody