UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1624, 2026

AGENUS INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-29089	06-1562417
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3 Forbes Road
Lexington, Massachusetts		02421
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 781 674-4400

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AGEN	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 28.0201 ResultsOther of Operations and Financial ConditionEvents.

On March 1624, 2026, ~~Agenus~~the ~~Inc.~~United ~~announced~~States ~~its~~District ~~financial~~Court ~~results~~ for the ~~quarter~~District of Massachusetts issued a Memorandum and ~~year~~Order ~~ended~~in ~~December~~Byron 31Olsen, ~~2025. In~~Individually ~~connection~~and ~~with~~on ~~the~~Behalf ~~announcement,~~of ~~the~~All ~~Company~~Others ~~issued~~Similarly aSituated ~~press~~v. ~~release~~Agenus Inc., ~~which~~Garo isH. ~~being~~Armen, ~~furnished~~Christine asM. ~~Exhibit~~Klaskin, 99Steven J.1 toO'Day, ~~this~~and ~~current~~Todd ~~report~~Yancey, onCivil ~~Form~~Action 8No. 24-KCV-12299-AK, a putative securities class action alleging violations of the federal securities laws in connection with the Company’s public disclosures.

The ~~information~~court ~~set~~granted ~~forth~~defendants’ ~~under~~motion ~~Item 2.02 and in Exhibit 99.1 attached hereto is intended~~ to bedismiss ~~furnished~~the ~~and~~amended ~~shall~~complaint ~~not~~in beits ~~deemed~~entirety, ~~“filed”~~ruling ~~for~~in ~~purposes~~favor of ~~Section~~Agenus 18Inc. ofand the ~~Securities~~individual ~~Exchange~~defendants ~~Act~~Garo ofH. ~~1934~~Armen, orChristine ~~otherwise~~M. ~~subject~~Klaskin, toSteven ~~the~~J. ~~liabilities of that section~~O'Day, ~~nor~~and ~~shall~~Todd itYancey. beThe ~~deemed~~court ~~incorporated~~also bydenied ~~reference in any filing under~~ the ~~Securities~~plaintiff’s ~~Act~~request offor ~~1933,~~leave ~~except~~to ~~as expressly set forth by specific reference in such filing~~amend.

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibit~~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.

The following exhibit is furnished herewith:




Date:	March 26, 2026	By:	/s/ Garo H. Armen
			Garo H. Armen, Chairman and CEO

99.1 Press Release dated March 16, 2026

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 16, 2026	By:	/s/ Garo H. Armen
			Garo H. Armen, Chairman and CEO

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