RA Capital and affiliates (NASDAQ: AGEN) disclose 9.99% beneficial ownership in Agenus

Rhea-AI Filing Summary

RA Capital Management, L.P. and related reporting persons report beneficial ownership of up to 4,344,772 shares of Agenus Inc. common stock, representing 9.99% of the class, based on recent outstanding share data and warrant exercisability. This position is held through RA Capital Healthcare Fund, L.P., which directly owns 4,122,000 shares and holds multiple series of warrants for additional shares. Contractual Beneficial Ownership Blockers in the warrants prevent exercises that would push ownership above 9.99% of outstanding common stock. The reporting persons, who expressly disclaim status as a group and certain aspects of beneficial ownership outside Section 13(d) of the Exchange Act, share voting and dispositive power over the reported shares and warrants.

Key Figures

Beneficially owned shares: 4,344,772 shares Ownership percentage: 9.99% Shares outstanding: 41,642,431 shares +5 more

8 metrics

Beneficially owned shares 4,344,772 shares Maximum Agenus common shares beneficially owned by each reporting person

Ownership percentage 9.99% Beneficial ownership of Agenus common stock capped by Beneficial Ownership Blockers

Shares outstanding 41,642,431 shares Agenus common shares outstanding as of May 7, 2026

Private placement shares 1,626,015 shares Common shares issued in private placement closing July 15, 2026

Direct common stock held 4,122,000 shares Agenus common shares directly held by RA Capital Healthcare Fund, L.P.

Pre-funded warrants 6,775,067 shares Shares of Agenus common stock issuable upon exercise of pre-funded warrants

Series A warrants 6,218,905 shares Shares issuable upon exercise of Series A warrants

Series B warrants 9,940,357 shares Shares issuable upon exercise of Series B warrants

Key Terms

Beneficial Ownership Blockers, pre-funded warrants, Section 13(d), private placement, +1 more

5 terms

Beneficial Ownership Blockers regulatory

"Each of the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants contains a provision (the "Beneficial Ownership Blockers")"

pre-funded warrants financial

"The Fund directly holds (i) 4,122,000 shares of common stock; (ii) pre-funded warrants (the "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.

Section 13(d) regulatory

"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"

private placement financial

"shares of common stock issued in the private placement of equity securities by the Issuer that closed on July 15, 2026"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

shared voting power financial

"6 | Shared Voting Power 4,344,772.00 7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 4,344,772.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

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

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Available on EDGAR 07/20/2026 - 04:17 PM Accepted by SEC EDGAR 07/20/2026 - 04:16 PM Learn about SEC filing dates

FAQ

What percentage of Agenus (AGEN) shares do the RA Capital reporting persons beneficially own?

The reporting persons disclose beneficial ownership of 9.99% of Agenus common stock. This is based on 41,642,431 shares outstanding as of May 7, 2026 plus 1,626,015 shares issued in a July 2026 private placement, and warrants exercisable within 60 days.

How many Agenus (AGEN) shares are reported as beneficially owned by RA Capital and affiliates?

They report beneficial ownership of up to 4,344,772 Agenus common shares. This reflects direct holdings and warrants counted to the extent exercisable within 60 days, while respecting contractual blockers that cap ownership below 10% of the outstanding common stock.

What Agenus (AGEN) securities does RA Capital Healthcare Fund, L.P. directly hold?

The fund directly holds 4,122,000 Agenus common shares plus warrants for additional shares. These include pre-funded warrants for up to 6,775,067 shares, Series A warrants for up to 6,218,905 shares, and Series B warrants for up to 9,940,357 shares.

What are the Beneficial Ownership Blockers affecting RA Capital’s Agenus (AGEN) warrants?

Each series of Agenus warrants includes Beneficial Ownership Blockers that prevent exercises taking the fund above 9.99% ownership. As a result, the fund is currently prohibited from exercising warrants if that would exceed 4,344,772 total beneficially owned shares.

How is voting and dispositive power over Agenus (AGEN) shares allocated among the reporting persons?

The reporting persons list 0 shares with sole voting or dispositive power and 4,344,772 shares with shared power. RA Capital has delegated authority for the fund’s holdings, and individuals Peter Kolchinsky and Rajeev Shah may be deemed beneficial owners through their management roles.

Do the RA Capital reporting persons file as a group in this Agenus (AGEN) Schedule 13G?

They collectively identify as the Reporting Persons but expressly disclaim status as a "group". RA Capital, the fund, and individuals Peter Kolchinsky and Rajeev Shah also disclaim beneficial ownership of the securities except for determining obligations under Section 13(d) of the Exchange Act.

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

RA Capital Management, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,344,772.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,344,772.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,344,772.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 00847G804

1

Names of Reporting Persons

Peter Kolchinsky

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,344,772.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,344,772.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,344,772.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 00847G804

1

Names of Reporting Persons

Rajeev Shah

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,344,772.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,344,772.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,344,772.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 00847G804

1

Names of Reporting Persons

RA Capital Healthcare Fund, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,344,772.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,344,772.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,344,772.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

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: The names of the persons filing this report (collectively, the "Reporting Persons") are: RA Capital Management, L.P. ("RA Capital") Peter Kolchinsky ("Dr. Kolchinsky") Rajeev Shah ("Mr. Shah") RA Capital Healthcare Fund, L.P. (the "Fund") The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)	Citizenship: RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.
(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: Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The Fund directly holds (i) 4,122,000 shares of common stock; (ii) pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 6,775,067 shares of common stock; (iii) Series A warrants (the "Series A Warrants") exercisable for up to 6,218,905 shares of common stock; and (iv) Series B warrants (the "Series B Warrants" and, together with the Pre-Funded Warrants and Series A Warrants, the "Warrants") exercisable for up to 9,940,357 shares of common stock. Each of the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants contains a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. The Fund is currently prohibited from exercising the Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 4,344,772 shares of common stock. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)	Percent of class: Due to the Beneficial Ownership Blockers listed in the Warrants, each Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 41,642,431 shares of common stock 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 (the "SEC") on May 11, 2026 and (ii) 1,626,015 shares of common stock issued in the private placement of equity securities by the Issuer that closed on July 15, 2026 (the "Private Placement"), and giving effect to Warrants, to the extent exercisable within 60 days hereof, as referenced herein. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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:

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.

RA Capital Management, L.P.

Signature:	/s/ Peter Kolchinsky
Name/Title:	By Peter Kolchinsky, Authorized Signatory
Date:	07/20/2026

Peter Kolchinsky

Signature:	/s/ Peter Kolchinsky
Name/Title:	Peter Kolchinsky
Date:	07/20/2026

Rajeev Shah

Signature:	/s/ Rajeev Shah
Name/Title:	Rajeev Shah
Date:	07/20/2026

RA Capital Healthcare Fund, L.P.

Signature:	/s/ Peter Kolchinsky
Name/Title:	By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:	07/20/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement