aibioAgenus extends $10.5 million of 2015 notes to July 2026 and reprices warrants at $3.25
Tickers AGEN
The interest rate on the notes rises from 8% to 9%, and Agenus will grant a subordinate mortgage on properties owned by Agenus West, LLC. New warrants cover 67,500 shares.
Key facts
- Company
- Agenus Inc. (NASDAQ: AGEN)
- News type
- Financings
- Primary source
- AGENUS INC Form 8-K filed February 26, 2025 (SEC EDGAR)
Agenus Inc. (Nasdaq: AGEN) extended the maturity of $10.5 million of notes issued in 2015 by sixteen months, to July 20, 2026, and raised their interest rate from 8% to 9% per annum. The company made the deal on February 20, 2025 with existing noteholders and disclosed it in a Form 8-K filed February 26, 2025. The agreement also reprices and extends existing warrants and adds new ones.
What the filing says
Agenus signed an Amendment to Notes, Amendment of Warrants and Sale of New Warrants with existing holders of its senior subordinated promissory notes issued in 2015, called the 2015 Notes. The filing treats the agreement as a material definitive agreement and as the creation of a direct financial obligation, and as an unregistered sale of equity securities.
The notes
Maturity of the $10.5 million of 2015 Notes moves from February 20, 2025 to July 20, 2026. The interest rate rises from 8% to 9% per annum. Agenus will secure its obligation to pay the notes by granting a subordinate mortgage on certain properties owned by Agenus West, LLC, a wholly owned subsidiary. A subordinate mortgage ranks behind more senior claims on the same property.
The company also says it expects to address the $2.5 million payment of the 2015 Notes through a new financing instrument in the very near term.
The warrants
The A Warrants and B Warrants held by the noteholders, issued in 2022, cover a total of 97,500 shares of Agenus common stock. Agenus extended their expiration date to February 20, 2030 and changed their exercise price to $3.25 per share. The filing says that price represented a 60-day volume weighted average price as of February 14, 2025.
Agenus also issued new C Warrants to certain noteholders to buy 67,500 shares at an exercise price of $3.25 per share. The filing gives their expiration date as February 30, 2030, a calendar date that does not exist. Together, the amended A and B warrants and the C warrants are called the New Warrants.
Price protection and registration
If Agenus completes a financing of more than $10 million at a price per share below $3.25 before February 20, 2026, the exercise price on the New Warrants will drop to the price paid in that financing. This is a form of price protection for the warrant holders.
The company committed to register the New Warrants with the SEC within ninety days after February 20, 2025. The forms of the Amended A Warrant, the Amended B Warrant and the C Warrant are filed as Exhibits 4.1, 4.2 and 4.3. The Amendment itself will be filed as an exhibit to Agenus's annual report on Form 10-K for the year ended December 31, 2024.
How the securities were issued
Agenus issued the securities in reliance on the exemption in Section 4(2) of the Securities Act of 1933, as a transaction not involving a public offering. Neither the New Warrants nor the underlying shares have been registered, and they may not be offered or sold in the United States without registration or an exemption. The company says no commission or other remuneration was paid for soliciting the issuance. The 8-K names no placement agent, underwriter or financial advisor for the transaction. The filing points to Item 2.03 of an earlier Form 8-K for a brief description of the other terms of the 2015 Notes.
Signer and gaps
Christine M. Klaskin, VP Finance, signed the 8-K for Agenus. The 8-K does not name the noteholders or say how many of them there are, and it gives no figure for Agenus's cash or losses.