Agenus (NASDAQ: AGEN) cuts Ligand warrant price, frees liens on assets

Rhea-AI Filing Summary

Agenus Inc. entered into an amendment and release agreement with Ligand Pharmaceuticals related to a previously disclosed purchase and sale agreement and warrant. Under this amendment, Ligand agreed to release liens it holds on certain Agenus assets. In return, the exercise price of Ligand’s warrant was reduced from $17.30 per share to $7.50 per share, changing the economic terms of that warrant for future exercises.

Insights

Capital markets analyst

Agenus trades lien releases for a lower Ligand warrant strike.

Agenus Inc. and Ligand Pharmaceuticals revised a prior purchase and sale agreement and related warrant. Ligand will release liens on certain Agenus assets, which removes secured claims tied to that earlier transaction. In exchange, Agenus agreed to lower the warrant’s exercise price from $17.30 per share to $7.50 per share.

The lower exercise price makes the warrant more economically attractive for Ligand, potentially easing future warrant exercise if market prices exceed $7.50. At the same time, releasing liens on specified assets gives Agenus more flexibility over those assets, as they are no longer pledged under those liens. The overall impact depends on the number of warrant shares and the importance of the released assets, which are not detailed in the excerpt.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 03, 2026

AGENUS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-29089	06-1562417
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Forbes Road
Lexington, Massachusetts				02421
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 781 674-4400

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		AGEN		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 3, 2026, Agenus Inc. (the “Company”), Agenus Royalty Fund, LLC and Agenus Holdings 2024, LLC entered into an amendment and release agreement (the “Amendment Agreement”) with Ligand Pharmaceuticals Incorporated (“Ligand”) related to a Purchase and Sale Agreement and related Warrant each previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 7, 2024. The Amendment Agreement provides for a release by Ligand of liens it has on certain of the Company’s assets in exchange for a modification of the exercise price under the warrant from $17.30 per share to $7.50 per share.

The foregoing descriptions of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment Agreement, a copy of which will be filed, with confidential terms redacted, as an exhibit to the Company’s next period report, which will be its Annual Report on Form 10-K.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	January 8, 2026	By:	/s/ Garo H. Armen
			Garo H. Armen, Chairman and CEO

FAQ

What agreement did Agenus (AGEN) amend with Ligand Pharmaceuticals?

Agenus Inc. amended a previously disclosed Purchase and Sale Agreement and a related warrant with Ligand Pharmaceuticals through an amendment and release agreement dated January 3, 2026.

How did the warrant exercise price change in Agenus (AGEN) and Ligand’s amendment?

The amendment reduced the warrant exercise price held by Ligand from $17.30 per share to $7.50 per share.

What did Agenus (AGEN) receive in exchange for lowering Ligand’s warrant price?

Ligand agreed to release liens it held on certain Agenus assets in exchange for the reduced warrant exercise price.

Does the amendment with Ligand affect Agenus (AGEN) security holder rights?

Yes. The company characterizes this as a material modification to the rights of security holders, incorporating the warrant amendment terms into that description.

Will the full Agenus (AGEN) amendment agreement with Ligand be available?

Agenus plans to file the full text of the amendment and release agreement, with confidential terms redacted, as an exhibit to its next periodic report, which will be its Annual Report on Form 10-K.