Current Report Filing (8-k)
July 06 2016 - 11:31AM
Edgar (US Regulatory)
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):
July
6, 2016
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)
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(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)
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(Zip
Code)
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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. (the “Agenus”) announced today the appointment of Jean-Marie
Cuillerot, M.D. as the company’s Vice President and Global Head of
Clinical Development. Dr. Cuillerot has played a key role in the
successful clinical development of antibodies targeting CTLA-4 and PD-L1
at global pharmaceutical companies. Dr. Cuillerot joins Agenus with 16
years of experience in oncology clinical research and drug development.
Most recently, he served as the Global Head of Clinical Development,
Immuno-Oncology, and Vice President of Clinical
Immunotherapy/Immuno-Oncology at EMD Serono Research and Development
Institute, an affiliate of Merck Serono. At Merck Serono he oversaw the
development of the company’s immuno-oncology portfolio, which included
two checkpoint inhibitors and two immuno-cytokines. He also advanced the
PD-L1 antibody avelumab from pre-IND to filing and was responsible for
delivering the dataset leading to the $880 million co-development deal
with Pfizer. Dr. Cuillerot led the Global Clinical Research team in all
interactions with health authorities, including the FDA and EMA. At
Bristol-Myers Squibb, Dr. Cuillerot was the Medical Lead for Ipilimumab
Life Cycle Management, developing strategies for the anti-CTLA-4
antibody as a treatment for lung cancer, castrate resistant prostate
cancer, ovarian cancer, gastric cancer and glioblastoma. In addition to
leading the execution of clinical studies, he supported the filing
activities of ipilimumab for first-line treatment of melanoma. Dr.
Cuillerot received his B.S. in biochemistry, M.D., and M.Sc. in cellular
and molecular biology at the University Louis Pasteur. He is board
certified in hematology and immunology. He will be reporting to Robert
B. Stein, M.D., Ph.D., President, Research & Development of Agenus.
In connection with Dr. Cuillerot’s appointment, Agenus granted Dr.
Cuillerot inducement equity awards in accordance with NASDAQ Listing
Rule 5635(c)(4). The awards were made pursuant to the Agenus Inc. 2015
Inducement Equity Plan and were approved by Agenus’ compensation
committee as an inducement material to Dr. Cuillerot entering into
employment with Agenus. The awards to Dr. Cuillerot consist of (i)
nonqualified options to purchase 150,000 shares of Agenus common stock
with a 10-year term and an exercise price equal to the closing price of
Agenus’ common stock on the first day of Dr. Cuillerot’s employment with
Agenus, which vests 25% on each of the one-year, two-year, three-year
and four-year anniversaries of Dr. Cuillerot’s start date, subject to
Dr. Cuillerot’s continued employment with Agenus through each such
vesting date, and (ii) performance-based restricted stock units for up
to 41,250 shares of Agenus common stock that are eligible to vest in a
single installment on March 31, 2019 based upon Agenus stock price
performance, subject to Dr. Cuillerot’s continued employment with Agenus
through such vesting date.
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 July 6, 2016.
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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July 6, 2016
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AGENUS INC.
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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 July 6, 2016.
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