Zydus (AGEN) buys 2.13M Agenus shares in $16M strategic deal

Rhea-AI Filing Summary

Zydus Lifesciences and its affiliates have disclosed a new 5.9% stake in Agenus Inc. common stock on Schedule 13D. Through Zynext Ventures USA LLC, they acquired 2,133,333 shares at $7.50 per share, for an aggregate purchase price of about $16.0 million on January 15, 2026, based on 36,141,682 shares outstanding including this issuance.

The share purchase is part of a broader strategic collaboration between Zydus and Agenus. Zydus may appoint either a board observer or a board member as long as it maintains significant ownership of Agenus stock. Alongside the equity investment, an affiliate of Zydus agreed to buy certain Agenus manufacturing operations, real estate, equipment and contracts for cash, and Zydus Lifesciences Ltd received an exclusive license to develop, manufacture and commercialize botensilimab and balstilimab in India and Sri Lanka in exchange for royalties on net sales.

Under the Securities Purchase Agreement, Agenus agreed to file a registration statement to register the resale of the 2,133,333 shares within 60 days of closing and to use commercially reasonable efforts to have it declared effective within specified SEC review timelines.

Insights

Equity ownership & partnerships analyst

Zydus takes a 5.9% Agenus stake tied to a broader strategic and commercial collaboration.

Zydus Lifesciences, through Zynext Ventures USA LLC, purchased 2,133,333 Agenus shares at $7.50 per share, totaling about $16.0 million, resulting in a reported 5.9% ownership based on 36,141,682 shares outstanding. This moves Zydus from being just a commercial counterparty into a significant shareholder with aligned economic interests.

The transaction is linked to a wider relationship: an asset purchase of certain Agenus manufacturing operations for cash and an exclusive license for botensilimab and balstilimab in India and Sri Lanka in return for sales-based royalties. These arrangements suggest a focus on regional commercialization and operational realignment, though the excerpt does not quantify potential sales or royalty levels.

Governance and liquidity mechanics are notable. Zydus may appoint a board observer or board member as long as it retains significant ownership, giving it board-level access or influence. Agenus also committed to file a resale registration for the 2,133,333 shares within 60 days of the January 15, 2026 closing and to seek effectiveness within stated SEC review windows, which would facilitate eventual share liquidity for Zydus.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

AGENUS INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00847G804

(CUSIP Number)

Ravi Yadavar
73 Route 31, North,
Pennington, NJ, 08534
609-730-1900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 00847G804

1

Name of reporting person

ZYNEXT VENTURES USA LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,133,333.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,133,333.00

11

Aggregate amount beneficially owned by each reporting person

2,133,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited liability company

SCHEDULE 13D

CUSIP No. 00847G804

1

Name of reporting person

ZYNEXT VENTURES PTE LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,133,333.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,133,333.00

11

Aggregate amount beneficially owned by each reporting person

2,133,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

Private limited company; parent of Zynext Ventures USA LLC.

SCHEDULE 13D

CUSIP No. 00847G804

1

Name of reporting person

ZYDUS LIFESCIENCES LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,133,333.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,133,333.00

11

Aggregate amount beneficially owned by each reporting person

2,133,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

Public limited company; parent of Zynext Ventures Pte. Ltd.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: AGENUS INC
(c)	Address of Issuer's Principal Executive Offices: 3 FORBES ROAD, LEXINGTON, MASSACHUSETTS , 02421.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Zynext Ventures USA LLC, Zynext Ventures Pte Ltd., and Zydus Lifesciences Ltd. (collectively "Zydus", and each a "Reporting Person"). Zynext Ventures USA LLC is wholly owned by Zynext Ventures Pte Ltd., which is wholly owned by Zydus Lifesciences Ltd. Zydus Lifesciences Ltd. is an Indian public limited company, with shares listed on multiple stock exchanges in India. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13D-1(k) of the Securities Exchange Act of 1934, as amended, is attached as Exhibit 7 hereto.
(b)	The address of the principal business office of Zynext Ventures USA LLC is 73 Route 31 North, Pennington, NJ 08534.
(c)	The principal business of Zydus is pharmaceuticals and investments in biotechnology companies.
(d)	Within the past five years, Zydus has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e)	During the last five years, Zydus has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Not applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	The shares of Common Stock purchased by Zynext Ventures USA LLC pursuant to the Securities Purchase Agreement were purchased using the working capital of the Zynext Ventures USA LLC for an aggregate purchase price of approximately $16.0 million or $7.50 per share.
Item 4.	Purpose of Transaction
	The acquisition of securities of the issuer is part of a strategic collaboration between Zydus and the issuer. At Zydus?s option, Zydus may appoint either a board observer or board member to issuer?s board of directors so long as Zydus retains significant ownership of issuer?s stock.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentages set forth in row 13 are based on an aggregate of 36,141,682 shares of Common Stock outstanding, consisting of (i) 34,008,349 shares of Common Stock outstanding as of November 7, 2025, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025, and (ii) 2,133,333 shares of Common Stock issued to Zydus.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.
(c)	On January 15, 2026, Zynext Ventures USA LLC (and thus, indirectly, Zynext Ventures Pte Ltd and Zydus Lifesciences Ltd) acquired 2,133,333 shares of Common Stock, at a purchase price of $7.50 per share, pursuant to the transactions contemplated by the Securities Purchase Agreement. Except for the transactions described in this Item 5(c), none of the Reporting Persons has affected any transaction in shares of Common Stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On June 3, 2025, the issuer entered into three agreements with the Zynext Ventures USA LLC and its affiliates: 1) the Securities Purchase Agreement to purchase the common stock reported on this Schedule 13D, 2) an Asset Purchase Agreement, pursuant to which Zydus?s affiliate agreed to purchase certain manufacturing operations, real estate, equipment, and certain contracts from the issuer in exchange for cash, and 3) a License Agreement, pursuant to which the issuer granted Zydus Lifesciences Ltd an exclusive license to develop, manufacture and commercialize botensilimab and balstilimab in India and Sri Lanka in exchange for a royalty on net sales. On January 15, 2026, the transactions contemplated by these agreements were closed. At Zydus?s option, Zydus may appoint either a board observer or board member to issuer?s board of directors so long as Zydus retains significant ownership of issuer?s stock. As part of the Securities Purchase Agreement, the issuer has agreed to prepare and file a registration statement to register the resale of the shares of Common Stock purchased pursuant to the Securities Purchase Agreement within 60 calendar days after the date of the Closing and to use commercially reasonable efforts to have the registration statement declared effective within (a) 75 calendar days after the closing date, or (b) if the SEC notifies the Issuer that it will review the registration statement, 120 days following the closing date. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, incorporated by reference as exhibits hereto.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 7 Joint Filing Agreement Exhibit 8 Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025) Exhibit 9 Asset Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025) Exhibit 10 License Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025) (20,000-character limit, line endings allowed, no formatting permitted)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ZYNEXT VENTURES USA LLC

Signature:	Ravi Yadavar
Name/Title:	Board of Managers
Date:	01/22/2026

ZYNEXT VENTURES PTE LTD

Signature:	Tan Sock Kheng
Name/Title:	Director
Date:	01/22/2026

ZYDUS LIFESCIENCES LTD

Signature:	Mukund Thakkar
Name/Title:	Sr. Vice President, Legal
Date:	01/22/2026

Comments accompanying signature:

Not applicable.

FAQ

What stake in Agenus Inc. (AGEN) did Zydus disclose on this Schedule 13D?

The filing reports that Zynext Ventures USA LLC, Zynext Ventures Pte Ltd, and Zydus Lifesciences Ltd collectively beneficially own 2,133,333 shares of Agenus common stock, representing 5.9% of the outstanding class, based on 36,141,682 shares of common stock outstanding.

What price did Zydus pay for its Agenus (AGEN) shares and when was the purchase made?

On January 15, 2026, Zynext Ventures USA LLC acquired 2,133,333 Agenus shares at a purchase price of $7.50 per share, for an aggregate purchase price of approximately $16.0 million, pursuant to a Securities Purchase Agreement.

Why did Zydus invest in Agenus (AGEN) according to the Schedule 13D?

The filing states that the acquisition of Agenus securities is part of a strategic collaboration between Zydus and Agenus. The collaboration includes the equity investment, an asset purchase of certain manufacturing operations, and a license agreement for botensilimab and balstilimab in India and Sri Lanka.

Does Zydus receive any governance rights at Agenus (AGEN) from this transaction?

Yes. The document notes that, at Zydus's option, it may appoint either a board observer or a board member to Agenus's board of directors, so long as Zydus retains significant ownership of Agenus stock.

What other agreements between Zydus and Agenus (AGEN) are described in the Schedule 13D?

In addition to the Securities Purchase Agreement, the filing describes an Asset Purchase Agreement, under which a Zydus affiliate agreed to buy certain Agenus manufacturing operations, real estate, equipment and contracts for cash, and a License Agreement granting Zydus Lifesciences Ltd an exclusive license to develop, manufacture and commercialize botensilimab and balstilimab in India and Sri Lanka in exchange for royalties on net sales.

What resale registration rights did Agenus (AGEN) grant to Zydus for the new shares?

Agenus agreed to prepare and file a registration statement to register the resale of the 2,133,333 shares of common stock purchased under the Securities Purchase Agreement within 60 calendar days after the closing date, and to use commercially reasonable efforts to have it declared effective within 75 days after closing, or 120 days if the SEC reviews the registration statement.