STOCK TITAN

Agenus Inc. (AGEN) investors disclose 4.53M-share stake capped at 9.99%

(Neutral)
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Beneficially owned shares 4,533,755 shares Collective beneficial ownership of reporting persons as of July 13, 2026
Outstanding shares baseline 41,642,431 shares Shares outstanding as of May 7, 2026
Private placement shares 1,626,015 shares Shares issued in private placement that closed on July 15, 2026
Shares issuable under warrants 2,114,492 shares Maximum shares issuable upon exercise of certain warrants under the Beneficial Ownership Limitation
Ownership percentage 9.99 % Collective percentage of Agenus common stock beneficially owned by reporting persons
Invus-related holdings 3,971,647 shares; 8.8 % Shares and percentage reported by Invus Public Equities and related entities
Avicenna-related holdings 562,108 shares; 1.3 % Shares and percentage reported by Avicenna Fund and related entities
Beneficial Ownership Limitation regulatory
"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 warrants financial
"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 Warrants financial
"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 Warrants financial
"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 regulatory
"Reporting Persons collectively beneficially owned 4,533,755 Shares"
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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

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%).





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




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




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




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




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




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




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




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




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



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
Date:07/17/2026
Avicenna Life Sci Master GP LLC
Signature:/s/ Raymond Debbane
Name/Title:Raymond Debbane, Chief Executive Officer
Date:07/17/2026
Ulys, L.L.C.
Signature:/s/ Raymond Debbane
Name/Title:Raymond Debbane, President
Date:07/17/2026
Raymond Debbane
Signature:/s/ Raymond Debbane
Name/Title:Raymond Debbane
Date:07/17/2026