Agenus Inc. has a large shareholder group led by Invus Public Equities, Avicenna Life Sci Master Fund, related entities, and Raymond Debbane reporting their holdings of common stock and warrants. As of July 13, 2026 they collectively beneficially owned 4,533,755 shares of common stock, combining 2,419,263 outstanding shares and 2,114,492 shares issuable upon exercise of warrants, representing 9.99% of Agenus’s outstanding common stock. This calculation is based on 41,642,431 shares outstanding as of May 7, 2026, plus 1,626,015 shares issued in a July 15, 2026 private placement and the 2,114,492 shares issuable under the warrants. The filing states these securities are not held for the purpose of changing or influencing control, and all warrants are subject to a 9.99% Beneficial Ownership Limitation on exercise.
Beneficially owned shares4,533,755 sharesCollective beneficial ownership of reporting persons as of July 13, 2026
Outstanding shares baseline41,642,431 sharesShares outstanding as of May 7, 2026
Private placement shares1,626,015 sharesShares issued in private placement that closed on July 15, 2026
Shares issuable under warrants2,114,492 sharesMaximum shares issuable upon exercise of certain warrants under the Beneficial Ownership Limitation
Ownership percentage9.99 %Collective percentage of Agenus common stock beneficially owned by reporting persons
Invus-related holdings3,971,647 shares; 8.8 %Shares and percentage reported by Invus Public Equities and related entities
Avicenna-related holdings562,108 shares; 1.3 %Shares and percentage reported by Avicenna Fund and related entities
Key Terms
Beneficial Ownership Limitation, pre-funded warrants, Series A Warrants, Series B Warrants, +1 more
5 terms
Beneficial Ownership Limitationregulatory
"subject to the Beneficial Ownership Limitation (described below)"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
pre-funded warrantsfinancial
"each exercisable for (a) Shares or (b) in lieu thereof, pre-funded warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Series A Warrantsfinancial
"1,110,934 Issuer Series A Warrants, and (z) 1,775,727 Issuer Series B Warrants"
Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.
Series B Warrantsfinancial
"132,847 Series A Warrants and (z) 212,344 Series B Warrants"
Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
How much of Agenus Inc. (AGEN) do the reporting investors beneficially own?
The reporting investors collectively beneficially own 4,533,755 shares of Agenus common stock, including both outstanding shares and shares underlying warrants, representing 9.99% of the company’s issued and outstanding common stock as of July 13, 2026.
What securities do Invus Public Equities and Avicenna hold in Agenus Inc. (AGEN)?
Invus Public Equities holds 2,119,316 shares, 1,110,934 Series A Warrants, and 1,775,727 Series B Warrants. Avicenna Fund holds 299,947 shares, 132,847 Series A Warrants, and 212,344 Series B Warrants, all relating to Agenus common stock.
What is the Beneficial Ownership Limitation disclosed for Agenus Inc. (AGEN) warrants?
The warrants include a 9.99% Beneficial Ownership Limitation, preventing Invus Public Equities and Avicenna Fund from exercising warrants if it would cause them and certain affiliates to beneficially own more than 9.99% of Agenus’s outstanding shares immediately after exercise.
On what share count is the 9.99% ownership of Agenus Inc. (AGEN) based?
The 9.99% beneficial ownership is based on 41,642,431 shares outstanding as of May 7, 2026, plus 1,626,015 shares issued in a July 15, 2026 private placement and 2,114,492 shares issuable upon exercise of certain warrants.
Does the investor group seek to influence control of Agenus Inc. (AGEN)?
The reporting persons certify the securities were not acquired and are not held for the purpose of changing or influencing control of Agenus and are not held in connection with any transaction having that purpose or effect, apart from activities tied to a specific nomination process.
What are the individual reported ownership percentages in Agenus Inc. (AGEN)?
Invus Public Equities, Invus Public Equities Advisors, Invus Global Management, and Siren each report 3,971,647 shares (8.8%). Avicenna Fund, Avicenna GP, and Ulys each report 562,108 shares (1.3%). Mr. Raymond Debbane reports 4,533,755 shares (9.99%).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Agenus Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
00847G804
(CUSIP Number)
07/13/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00847G804
1
Names of Reporting Persons
Invus Public Equities, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,971,647.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,971,647.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,971,647.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
00847G804
1
Names of Reporting Persons
Invus Public Equities Advisors, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,971,647.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,971,647.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,971,647.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
00847G804
1
Names of Reporting Persons
Invus Global Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,971,647.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,971,647.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,971,647.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
00847G804
1
Names of Reporting Persons
Siren, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,971,647.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,971,647.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,971,647.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
00847G804
1
Names of Reporting Persons
Avicenna Life Sci Master Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
562,108.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
562,108.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
562,108.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
00847G804
1
Names of Reporting Persons
Avicenna Life Sci Master GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
562,108.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
562,108.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
562,108.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
00847G804
1
Names of Reporting Persons
Ulys, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
562,108.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
562,108.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
562,108.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
00847G804
1
Names of Reporting Persons
Raymond Debbane
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PANAMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,533,755.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,533,755.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,533,755.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Agenus Inc.
(b)
Address of issuer's principal executive offices:
3 Forbes Road, Lexington, MA 02421
Item 2.
(a)
Name of person filing:
See Item 2(c) below.
(b)
Address or principal business office or, if none, residence:
See Item 2(c) below.
(c)
Citizenship:
(i) Invus Public Equities, L.P. ("Invus Public Equities")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
(ii) Invus Public Equities Advisors, LLC ("Invus PE Advisors")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iii) Invus Global Management, LLC ("Global Management")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iv) Siren, L.L.C. ("Siren")
c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(v) Avicenna Life Sci Master Fund LP ("Avicenna Fund")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Cayman Islands limited partnership
(vi) Avicenna Life Sci Master GP LLC ("Avicenna GP")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(vii) Ulys, L.L.C. ("Ulys")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(viii) Mr. Raymond Debbane
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Panama
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(e)
CUSIP Number(s):
00847G804
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of July 13, 2026, (i) Invus Public Equities directly held (x) 2,119,316 shares of common stock, par value $0.01 (the "Shares") of Agenus Inc. (the "Issuer"), (y) 1,110,934 Issuer Series A Warrants, and (z) 1,775,727 Issuer Series B Warrants (together with the Series A Warrants, the "Warrants"), each exercisable for (a) Shares or (b) in lieu thereof, pre-funded warrants to purchase Shares on a one-for-one basis, and (ii) Avicenna Fund directly held (x) 299,947 Shares, (y) 132,847 Series A Warrants and (z) 212,344 Series B Warrants, subject to the Beneficial Ownership Limitation (described below). As of July 13, 2026, due to the Beneficial Ownership Limitation, the Reporting Persons collectively beneficially owned 4,533,755 Shares, consisting of an aggregate of 2,419,263 Shares and 2,114,492 Warrants, representing 9.99% of the issued and outstanding Shares.
Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares directly held by Invus Public Equities. Global Management, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Siren, as the managing member of Global Management, controls Global Management and, accordingly, may be deemed to beneficially own the Shares that Global Management may be deemed to beneficially own. Avicenna GP, as the general partner of Avicenna Fund, controls Avicenna Fund and, accordingly, may be deemed to beneficially own the Shares directly held by Avicenna Fund. Ulys, as the managing member of Avicenna GP, controls Avicenna GP and, accordingly, may be deemed to beneficially own the Shares that Avicenna GP may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren and Ulys, controls Siren and Ulys and, accordingly, may be deemed to beneficially own the Shares that Siren and Ulys may be deemed to beneficially own.
Each of Invus Public Equities and Avicenna Fund is prohibited from exercising the Warrants if, as a result of such exercise, it, together with its affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of Shares then issued and outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"), which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. Reporting Persons disclaim beneficial ownership of any Shares, the issuance of which would violate such Beneficial Ownership Limitation.
(b)
Percent of class:
As of July 13, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person's cover page. Calculations of the percentage of Shares beneficially owned are based on (i) 41,642,431 Shares outstanding as of May 7, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2026, (ii) an aggregate of 1,626,015 Shares issued by the Issuer in a private placement that closed on July 15, 2026, as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2026, plus (iii) 2,114,492 Shares issuable upon exercise of certain of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of Shares that could be issued upon exercise of the Warrants as of the date hereof.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Invus Public Equities, L.P.
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President of Invus Public Equities Advisors, LLC, its general partner
Date:
07/17/2026
Invus Public Equities Advisors, LLC
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
07/17/2026
Invus Global Management, LLC
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
07/17/2026
Siren, L.L.C.
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
07/17/2026
Avicenna Life Sci Master Fund LP
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, Chief Executive Officer of Avicenna Life Sci Master GP LLC, its general partner