UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On March 23, 2022, the Board of Directors (“Board”) of Agenus Inc. (the “Company”) approved amendments to the Company’s Bylaws (the “Bylaws”) to add a new Article VIII, “Exclusive Jurisdiction for Certain Claims.”
Article VIII of the Bylaws provides that, unless the Board consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative claim brought in the right of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, or agent of the Company to the Company or to the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s certificate of incorporation or Bylaws, (iv) claim to interpret, apply, enforce or determine the validity of the amended Bylaws, (v) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware, or (vi) other claim, not subject to exclusive federal jurisdiction. The new Article VIII of the Bylaws further provides, among other provisions, that the sole and exclusive forum for any action or proceeding arising under the Securities Act of 1933, as amended, will be the federal district courts of the United States.
This summary of the amendments to the Bylaws is qualified in its entirety by reference to the Sixth Amended Bylaws of Agenus Inc., a copy of which is filed herewith as Exhibit 3.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Sixth Amended and Restated By-Laws of Agenus Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: March 25, 2022 | AGENUS INC. | |||||
| By: | /s/ Garo Armen | |||||
| Garo Armen | ||||||
| Chief Executive Officer | ||||||