UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On March 29, 2023, the board of directors (the “Board”) of Agenus Inc. (the “Company”) declared a stock dividend (the “Dividend”) consisting of an aggregate of 5,000,000 shares (the “Dividend Stock”) of common stock, par value $0.00001 per share, of MiNK Therapeutics, Inc. (the “MiNK Common Stock”) held by the Company to record holders of the Company’s common stock, par value $0.01 per share (such stock, the “Company Common Stock” and such record holders, the “Record Holders”) as of the close of business on April 17, 2023 (the “Record Date”), which Dividend (unless otherwise determined by the Board) shall be paid no earlier than April 27, 2023 and no later than 30 days following the Record Date (the “Payment Date”) and shall be apportioned on a pro rata basis among the Record Holders in accordance with each Record Holder’s ownership percentage of Company Common Stock set forth in the records of the Company’s transfer agent as of the Record Date.
No fractional shares shall be issued in connection with the Dividend and the stockholders of the Company who otherwise would be entitled to receive fractional shares of the Dividend Stock shall receive cash (without interest or deduction) in lieu of such fractional shares in an amount equal to the product obtained by multiplying (a) the closing price of the MiNK Common Stock on the Nasdaq Capital Market on the Record Date, by (b) the fraction of one share of MiNK Common Stock that such stockholder would have otherwise been entitled to receive as a Dividend in respect of shares of Company Common Stock held by such stockholder (after aggregating all such fractional shares otherwise issuable to such stockholder in connection with the Dividend).
On March 30, 2023, the Company issued a press release relating to the Dividend. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release dated March 30, 2023. | |
| 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 30, 2023 | AGENUS INC. | |||||
| By: | /s/ Christine M. Klaskin | |||||
| Christine M. Klaskin | ||||||
| VP, Finance | ||||||