Agenus (AGEN) Zydus manufacturing and BOT/BOL deal pushed to Q4 2025

Rhea-AI Filing Summary

Agenus Inc. reported an update on its previously announced transactions with Zydus Pharmaceuticals (USA) Inc., involving the sale of its manufacturing operations, a minority equity investment by Zydus, and a license granting Zydus commercial rights in India and Sri Lanka for BOT/BOL-related intellectual property. The companies had already submitted an initial filing to the Committee on Foreign Investment in the United States (CFIUS).

On September 17, 2025, CFIUS requested that Agenus and Zydus voluntarily submit a full notice application for these transactions. As a result of the expected timing of this extended CFIUS review, Agenus now anticipates that the closing of the transactions will occur in the fourth quarter of 2025 rather than earlier.

Insights

Regulatory and M&A Specialist

CFIUS escalates review of Agenus–Zydus deal, pushing closing to Q4 2025.

Agenus Inc. describes a three-part transaction with Zydus Pharmaceuticals (USA) Inc.: an asset purchase for its manufacturing operations, a stock purchase giving Zydus a minority stake, and a license granting Zydus commercial rights in India and Sri Lanka for BOT/BOL-related intellectual property. These cross-border elements triggered a filing with the Committee on Foreign Investment in the United States (CFIUS).

On September 17, 2025, CFIUS asked the parties to submit a voluntary full notice, which is a more detailed and formal review track than an initial filing. Agenus now expects the closing of these transactions to shift into the fourth quarter of 2025, reflecting the longer review period. The update focuses on process and timing; it does not state any change to deal terms or indicate that CFIUS has raised specific substantive objections.

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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): September 17, 2025

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 8.01 Other Events.

As previously announced on June 3, 2025, the Company and Zydus Pharmaceuticals (USA) Inc. entered agreements pursuant to which, (i) under an asset purchase agreement Zydus will acquire assets comprising the Company’s manufacturing operations, (ii) under a stock purchase agreement Zydus will acquire a minority position in the Company and (iii) under a license agreement Zydus will receive certain commercial rights in India and Sri Lanka relating to intellectual property associated with BOT/BOL. The Company and Zydus jointly submitted a filing to the Committee on Foreign Investment in the United States (CFIUS) to commence the CFIUS review process.

On September 17, 2025, CFIUS requested that the Company and Zydus voluntarily submit a full notice application with CFIUS related to the transactions.

Based on the anticipated CFIUS review time related to the full notice filing the anticipated closing of these transactions has now shifted to the fourth quarter of 2025.

More detailed descriptions of the asset purchase agreement and stock purchase agreement are contained in our Current Report on Form 8-K filed with the SEC on June 4, 2025.

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:	September 23, 2025	By:	/s/ Garo H. Armen, Ph.D.
			Garo H. Armen, Ph.D., Chairman and CEO

FAQ

What transaction did Agenus (AGEN) previously announce with Zydus?

Agenus entered agreements under which Zydus will acquire assets comprising Agenus' manufacturing operations through an asset purchase agreement, acquire a minority position in Agenus through a stock purchase agreement, and receive certain commercial rights in India and Sri Lanka under a license agreement related to BOT/BOL intellectual property.

How is CFIUS involved in the Agenus (AGEN) and Zydus transaction?

Agenus and Zydus jointly submitted a filing to the Committee on Foreign Investment in the United States (CFIUS) to start the review process for their transactions, reflecting U.S. national security review of foreign-related investments.

What new action did CFIUS request regarding the Agenus (AGEN) deal?

On September 17, 2025, CFIUS requested that Agenus and Zydus voluntarily submit a full notice application related to their asset purchase, stock purchase, and license agreements.

How has the expected closing timeline changed for the Agenus (AGEN) and Zydus transactions?

Based on the anticipated review time for the full notice filing with CFIUS, Agenus now expects the closing of its transactions with Zydus to occur in the fourth quarter of 2025.

Do the Agenus (AGEN) and Zydus agreements include a licensing component?

Yes. Under a license agreement, Zydus will receive certain commercial rights in India and Sri Lanka related to intellectual property associated with BOT/BOL.

Does the update indicate that the Agenus (AGEN) and Zydus deal terms have changed?

The update describes a change in anticipated closing timing due to CFIUS review but does not state any change to the asset purchase, stock purchase, or license agreement terms.