AGENUS INC 8-K

What Happened
Agenus Inc. announced on Jan. 3, 2026 that it, along with Agenus Royalty Fund, LLC and Agenus Holdings 2024, LLC, entered into an Amendment and Release Agreement with Ligand Pharmaceuticals Incorporated. The agreement modifies a previously disclosed Purchase and Sale Agreement and related warrant (originally reported in an 8-K on May 7, 2024). Under the amendment, Ligand will release liens it holds on certain Agenus assets in exchange for reducing the warrant exercise price from $17.30 per share to $7.50 per share. The full Amendment Agreement will be filed as an exhibit (with confidential terms redacted) in Agenus’s next Form 10-K.

Key Details

• Amendment date: January 3, 2026.
• Parties: Agenus Inc., Agenus Royalty Fund, LLC, Agenus Holdings 2024, LLC, and Ligand Pharmaceuticals Incorporated.
• Warrant exercise price changed from $17.30 to $7.50 per share.
• Ligand agrees to release liens on certain Agenus assets; full agreement to be filed as a redacted exhibit to the next Form 10-K.
• This transaction relates to items previously disclosed in Agenus’s May 7, 2024 Form 8-K.

Why It Matters
Lowering the warrant exercise price to $7.50 increases the likelihood that the warrant may be exercised, which could lead to share issuance and potential dilution for existing shareholders if exercised. The release of liens removes encumbrances on certain Agenus assets, which may improve the company’s flexibility to use or finance those assets. Investors should watch for the filed Amendment Agreement (in the upcoming Form 10-K) for full terms and any additional financial or structural details; the filing also references Item 3.03 (Material Modification to Rights of Security Holders) in this 8-K.