AGENUS INC 8-K

What Happened
Agenus Inc. announced that on January 15, 2026 it closed the previously announced asset sale to Zydus (assigned to Zydilac Bio, LLC). Under the Asset Purchase Agreement, Agenus sold substantially all assets of its manufacturing operations (primarily run through wholly‑owned subsidiary Agenus West, LLC) and received $75.0 million in consideration, subject to reimbursable expenses and other required closing payments. The filing states the disposition constituted a significant business disposition. The company also noted that a separate License Agreement with Zydus Lifesciences Limited became effective in connection with the closing.

Key Details

• Purchase price: $75.0 million paid to Agenus on January 15, 2026, net of certain reimbursable expenses and closing payments.
• Assets sold: Substantially all manufacturing operations assets (real estate, equipment, and certain assumed contracts) primarily operated by Agenus West, LLC.
• Related agreements: The previously announced License Agreement with Zydus Lifesciences Limited (exclusive license in Sri Lanka and India for Agenus’ BOT/BAL cancer immunotherapy product) became effective at closing.
• Other disclosures: The 8‑K references prior disclosures (June 3, 2025) regarding unregistered equity sales made in connection with the original Purchase Agreement and includes a press release (Exhibit 99.1) announcing the closing.

Why It Matters

• The transaction converts company-owned manufacturing assets into cash, improving liquidity by roughly $75M (before adjustments) and removing on‑balance‑sheet manufacturing operations.
• Selling manufacturing capacity shifts Agenus away from owning those facilities and may change how it supports development or commercialization (e.g., relying on partners or contract manufacturers).
• The effective License Agreement grants Zydus Lifesciences Limited rights in India and Sri Lanka for Agenus’ BOT/BAL program, which could affect future commercialization strategy in those markets.
  Investors should review the full 8‑K and related exhibits/press release for more detail on net proceeds, any indemnities or assumed liabilities, and impacts on operations.