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): November
5, 2015
AGENUS
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
|
000-29089
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06-1562417
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(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
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(IRS Employer
Identification No.)
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3 Forbes Road
Lexington, MA
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02421
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(Address of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: 781-674-4400
N/A
(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 (see General Instruction A.2. below):
⃞
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))
Item 8.01 Other Events.
Agenus Inc. (“Agenus”) announced today that it has executed three
separate transactions, including entering into a definitive agreement to
acquire XOMA Corporation’s antibody pilot plant manufacturing facility
and capabilities. Additionally, Agenus obtained an exclusive license to
a phage display library from IONTAS Limited, and entered into an
agreement for cell line development technology with Selexis SA.
The full text of the press release issued in connection with the
announcement is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
of Exhibit
99.1 Press Release dated
November 5, 2015.
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:
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November 5, 2015
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AGENUS INC.
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|
|
|
|
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By:
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/s/ C. Evan Ballantyne
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C. Evan Ballantyne
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description of Exhibit
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99.1
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Press Release dated November 5, 2015.
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Exhibit 99.1
Agenus to
Acquire Antibody Manufacturing Capability, Expands Antibody Discovery
and adds Cell Line Development Capabilities with Three Separate
Transactions
-
To
acquire biologics manufacturing facility and capabilities from XOMA
-
Acquires
rights to Selexis cell line development technology
-
Purchases
an exclusive license to a Phage Display library from Iontas
LEXINGTON, Mass.--(BUSINESS WIRE)--November 5, 2015--Agenus Inc.
(NASDAQ: AGEN), an immunology company discovering and developing
innovative treatments for patients with cancer and other diseases, today
announced that it has executed three separate transactions, including
entering into a definitive agreement to acquire XOMA Corporation’s
(NASDAQ: XOMA) antibody pilot plant manufacturing facility and
capabilities. Additionally, Agenus obtained an exclusive license to a
phage display library from IONTAS, and entered into an agreement for
cell line development technology with Selexis. These new capabilities,
in combination with Agenus’s Retrocyte DisplayTM and
SECANT® yeast display platforms, will result in a broad, vertically
integrated and highly productive in-vitro antibody discovery and
production platform.
The acquisition of XOMA’s facility will enable Agenus to manufacture
checkpoint modulator (CPM) antibodies to meet its growing GMP antibody
production requirements for development and future clinical trials.
Agenus will offer employment to experienced XOMA professionals currently
operating the facility. The transaction is expected to close in
December, subject to customary closing conditions.
“We look forward to working with the team currently at the XOMA facility
and welcoming them to Agenus. With these three transactions, we will
have assembled one of the most comprehensive and integrated capabilities
in the industry,” said Dr. Garo H. Armen, Chairman and CEO of Agenus.
“These capabilities provide us with unique advantages in an era where
quality, efficiencies and speed of development and commercialization are
paramount to successfully developing a new generation of
biopharmaceutical products. Our goal is to bring highly effective novel
therapies to patients while addressing the burden of rising healthcare
costs.”
The Selexis (Geneva, Switzerland) collaboration will offer Agenus
significant advantages in the creation of high expressing and stable
master cell lines needed for antibody manufacturing. The transaction
with IONTAS (Cambridge, UK) further strengthens our suite of
best-in-class approaches to developing and optimizing antibodies as
potential new medicines. Combined, these three transactions are expected
to result in significant cost savings and greater overall efficiencies,
leading to faster, less expensive, and improved product development.
Agenus will use its newly acquired capabilities to accelerate the
development of its portfolio of CPM candidates for its own programs and
those of potential collaborators. These added capabilities will uniquely
position Agenus, allowing it to exploit its technological and
development capabilities and also facilitate new partnership
opportunities beyond its current portfolio.
“We can now apply a highly effective suite of approaches that have the
advantage of incorporating three complementary display technologies for
discovering antibodies with superior pharmacological and pharmaceutical
characteristics,” said Robert B. Stein, MD, PhD, Chief Scientific
Officer of Agenus. “At Agenus, we integrate the use of these display
platforms with innovative computational, structured-based design
approaches to discover and optimize potential best-in-class monoclonal
antibodies as future medicines. Our partnership with IONTAS will be a
unique opportunity to collaborate with John McCafferty, a pioneer of the
Phage Display approach and one of the world’s leading experts in its use
for discovery of therapeutic antibodies. Separately, the addition of the
Selexis cell line development capabilities and the XOMA antibody pilot
plant will allow us to advance our broad and growing CPM portfolio into
clinical studies with greater speed, quality, and control.”
Under the terms of the agreement with XOMA, Agenus will pay at closing
$5.0 million in cash and up to $1.0 million in common stock. In addition
to the XOMA manufacturing facility and a team of qualified CMC
scientists from XOMA, Agenus will also gain access to selected XOMA
antibody technologies as part of the agreement. These costs, as well as
costs related to the Iontas and Selexis transactions, should be more
than offset by savings associated with reduced contract manufacturing
expenses.
Agenus plans to provide further information regarding the near and
longer term benefits to the Company’s programs and capabilities during
the upcoming Analyst Day on November 19, 2015 at 4:00 pm at St. Regis
Hotel in New York City.
About XOMA Corporation
XOMA Corporation is a leader in the discovery and development of
therapeutic antibodies. The Company's innovative product candidates
result from the Company's expertise in developing ground-breaking
monoclonal antibodies, including allosteric antibodies, which have
created new opportunities to potentially treat a wide range of human
diseases. XOMA's scientific research has produced a portfolio of six
endocrine assets, each of which have the opportunity to address multiple
indications. The Company’s lead product candidate, XOMA 358, is an
allosteric monoclonal antibody that reduces insulin receptor activity,
which could have a major impact on the treatment of hyperinsulinism. The
Company recently initiated Phase 2 development activities for XOMA 358
in patients with congenital hyperinsulinism. Additionally, XOMA is
developing gevokizumab (IL-1 beta modulating antibody) in an ongoing
Phase 3 program enrolling patients with pyoderma gangrenosum, a rare
ulcerative skin condition. For more information, visit www.xoma.com.
About Iontas
IONTAS is a biotechnology company focused on the development of novel
antibody therapeutics. It employs its proven expertise in all key areas
of therapeutic antibody discovery and development. In addition to in
house drug discovery programs, Iontas is seeking to partner with select
companies to develop new antibody based therapies in the areas of cancer
and inflammation.
About Selexis SA
Headquartered in Geneva, Switzerland, Selexis SA is a global life
science company with innovative technologies for biologic drug discovery
and mammalian Research Cell Banks for scale-up to manufacturing of
recombinant therapeutic proteins. With the Company’s SUREtechnology
Platform™ biopharmaceutical companies can significantly reduce the time,
effort, and costs associated with developing high-performance mammalian
cell lines for the production of monoclonal antibodies (MAbs) and other
recombinant proteins including difficult-to-express proteins such as
plasma proteins, GPCRs and non-natural proteins such as fusion proteins.
Selexis generated cell lines are being used in a variety of programs
from drug discovery to a commercial product.
About Agenus
Agenus is an immunology company engaged in the discovery and development
of novel checkpoint modulators, vaccines and adjuvants to treat cancer
and other diseases. Using its proprietary platforms Retrocyte Display™
and SECANT®, the Company is discovering and developing novel antibodies
to target GITR, OX40, CTLA-4, LAG-3, TIM-3, PD-1, CEACAM1 and other
undisclosed checkpoints in partnered and internal programs. Agenus’ heat
shock protein vaccine, Prophage, has successfully completed Phase 2
studies in newly diagnosed glioblastoma multiforme. The Company’s QS-21
Stimulon® adjuvant is partnered with GlaxoSmithKline and Janssen
Sciences Ireland UC. For more information, please visit www.agenusbio.com;
information that may be important to investors will be routinely posted
on our website.
Forward-Looking Statements
This press release contains forward-looking statements that are made
pursuant to the safe harbor provisions of the federal securities laws,
including statements regarding the proposed acquisition of XOMA
Corporation’s antibody pilot plant manufacturing facility and
capabilities, the potential impact the three announced transactions
could have on the Company’s business, including the potential impact on
timelines, efficiencies and cost-savings, and the ability of the Company
to integrate its newly acquired capabilities and generate product
candidates. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially.
These risks and uncertainties include, among others, the risk that the
acquisition of Xoma’s facility will not close or that, even if it does
close, that the Company will be successful in integrating the newly
acquired assets and technologies to achieve its stated goals, as well as
other factors described under the Risk Factors section of Agenus’ Form
10-Q filed with the Securities and Exchange Commission on November 4,
2015. Agenus cautions investors not to place considerable reliance on
the forward-looking statements contained in this release. These
statements speak only as of the date of this press release, and Agenus
undertakes no obligation to update or revise the statements, other than
to the extent required by law. All forward-looking statements are
expressly qualified in their entirety by this cautionary statement.
CONTACT:
Agenus :
Agenus Inc.
Michelle Linn,
774-696-3803
michelle.linn@agenusbio.com
or
Media:
BMC
Communications
Brad Miles, 646-513-3125
bmiles@bmccommunications.com
or
Investors:
Argot
Partners
Andrea Rabney, 212-600-1902
andrea@argotpartners.com
or
Jamie
Maarten, 212-600-1902
jamie@argotpartners.com
or
Selexis:
Selexis
Robert
Meister, 602-953-1716
robert.meister@selexis.com
or
Iontas:
Iontas
Wendy
Bushell, +44 1223 750801
wb@iontas.co.uk
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