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): June
17, 2015
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, MA |
02421 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: 781-674-4400
N/A
(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 (see General Instruction A.2. below):
⃞ 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 17, 2015, C. Evan Ballantyne became the Chief Financial Officer of Agenus Inc. (the “Company” or “Agenus”).
Mr. Ballantyne, 56, brings more than 30 years of financial and operations experience to Agenus. Most recently, Mr. Ballantyne served as the Chief Financial Officer at Synthetic Biologics, Inc., a publicly-traded biotechnology company, from February 2012 to May 2015. From August 2006 to April 2011, Mr. Ballantyne served as the Executive Vice President and Chief Financial Officer at Clinical Data, Inc., a publicly-traded biopharmaceutical company that was acquired by Forest Laboratories, Inc. for $1.3 billion. Mr. Ballantyne has also served as the Chief Financial Officer at a number of private medical technology companies, including Avedro, Inc. and ZymeQuest, Inc. Earlier in his career, he served as Vice President and Chief Operating Officer for ACNielsen Corporation - Europe Middle East & Africa, and he held the Chief Financial Officer position there as well for two years. He began his career at The Dun & Bradstreet Corporation where he held several senior financial positions. Mr. Ballantyne earned a B.A. from the University of Western Ontario, and took a post-graduate degree in Business Administration with Honors from the University of Windsor.
There are no relationships or related party transactions involving Mr. Ballantyne or any member of his immediate family required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to an offer letter dated as of June 8, 2015 (the “Offer Letter”), Mr. Ballantyne will report to the Company’s Chief Executive Officer, and the Company will pay Mr. Ballantyne an annual base salary of $350,000. Mr. Ballantyne will be eligible to participate in the Company’s 2004 Executive Incentive Plan, as amended, with a target bonus of 40% of his base salary. Pursuant to the Offer Letter, the Company also granted Mr. Ballantyne, effective as of his first day of employment with the Company (the “Grant Date”), a nonqualified option to purchase 150,000 shares of the Company’s common stock with a 10-year term and an exercise price equal to the closing price of the Company’s common stock on the Grant Date (the “Inducement Grant”). The Company’s Board of Directors, including all of its independent directors, approved the Inducement Grant in accordance with NASDAQ Listing Rule 5635(c)(4). The Inducement Grant will vest 25% on each of the one-year, two-year, three-year and four-year anniversaries of the Grant Date, subject to Mr. Ballantyne’s continued employment with the Company through each such vesting date.
Pursuant to the Offer Letter, Mr. Ballantyne will also be entitled to benefits under the Company’s Executive Change in Control Plan (the “CIC Plan”). In accordance with the terms of the CIC Plan, upon a change of control (as defined in the CIC Plan), 50% of Mr. Ballentyne’s outstanding unvested stock options would vest and become exercisable and 50% of any shares of restricted stock would no longer be subject to forfeiture. If a change of control occurs and, within 18 months, either Mr. Ballantyne’s employment is terminated without cause or he terminates his employment for good reason (as defined in the CIC Plan), he is entitled to receive (i) a lump sum payment of 12 months of base salary plus 100% of the higher of his target incentive bonus for that year or his last actual incentive bonus, (ii) coverage under the Company’s medical and dental plans for 12 months following the date of termination, (iii) a lump sum payment of $10,000 for outplacement assistance, (iv) a gross-up for any taxes with respect to such outplacement assistance payment and (v) 100% acceleration of vesting of all unvested stock options and unvested restricted stock. In exchange for the benefits received under the CIC Plan, Mr. Ballantyne would be subject to non-competition and non-solicitation restrictions for the longer of 12 months or the period during which he receives post-termination payments from the Company.
In connection with Mr. Ballantyne’s appointment, the Company’s Board of Directors designated Mr. Ballantyne, effective as of his first day of employment, as an “executive officer” of the Company, as such term is defined under Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as an “officer” of the Company, as such term is defined under Rule 16a-1(f) of the Exchange Act, and as the Company’s Principal Financial Officer. Christine Klaskin, the Company’s Vice President, Finance, will remain the Company’s Principal Accounting Officer.
The foregoing summary of the Offer Letter is qualified in its entirety by reference to the text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On June 17, 2015, the Company issued a press release announcing the appointment of Mr. Ballantyne as the Company’s Chief Financial Officer and the Inducement Grant. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description of Exhibit |
| 10.1 | Agreement by and between Agenus Inc. and C. Evan Ballantyne dated June 8, 2015. |
| 99.1 | Press Release dated June 17, 2015. |
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: |
June 17, 2015 |
AGENUS INC. |
||
|
|
||||
|
|
|
By: |
/s/ Garo H. Armen |
|
|
Garo H. Armen |
||||
|
Chairman and CEO |
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EXHIBIT INDEX
|
Exhibit No. |
Description of Exhibit |
| 10.1 | Agreement by and between Agenus Inc. and C. Evan Ballantyne dated June 8, 2015. |
| 99.1 | Press Release dated June 17, 2015. |
Exhibit 10.1
June 8, 2015
C. Evan Ballantyne
27 Hearthstone Road
Hopkinton, MA 01748
Dear Evan:
I’m pleased to confirm our offer to join Agenus as Chief Financial Officer, starting on or about June 15, 2015 and reporting directly to Garo Armen, Chief Executive Officer. Your initial annual base salary will be $350,000 less applicable legal deductions, which will be paid at the bi-weekly rate of $13,461.54. In addition, you will participate in our 2004 Executive Incentive Plan, as amended, with a target bonus of 40% of your base salary. Annual payouts under the plan are based on company and individual performance and can range from 0-200% of target (a copy of the plan is enclosed). You will also be eligible to participate in the Executive Change in Control Plan, a copy of which is attached for your review. Please note that this offer is contingent upon approval of the Compensation Committee of our Board of Directors and the results of a pre-employment drug screening and background check.
Effective as of your start date you will be granted an option to purchase 150,000 shares of Agenus common stock as a so-called “inducement grant” under NASDAQ Listing Rule 5635(c), which will be on terms substantially consistent with those of Agenus’ Equity Incentive Plan. The stock option will be governed by the terms of a stock option to be signed by you and Agenus, it will have an exercise price equal to the closing price of Agenus’ common stock on NASDAQ on the date of grant, and it will vest in equal annual increments over 4 years starting from your first day of employment.
Agenus presently offers medical, dental, vision and life insurance plans, Flexible Spending Accounts, and both short and long-term disability programs. In addition, we presently offer a 401(k) plan that you are eligible to join and begin making contributions to as of your date of hire. One year from your date of hire (provided that you are continuously employed), the Company begins to make a significant match to your ongoing employee contributions. Additional benefits will be reviewed during your new employee orientation. You will be entitled to four weeks of vacation and 12 holidays per calendar year, as set forth by Agenus and in accordance with its employment policies. Agenus may, in its discretion, change its benefits plans or the benefits that it offers to its employees.
As part of your employment with Agenus, you have and will be exposed to, and provided with, valuable confidential and/or trade secret information concerning the Company and its present and prospective partners and clients. As a result, in order to protect the Company’s legitimate business interests, you agree, as a condition of your employment, to enter into our standard form Employee Non-Disclosure Agreement. This document is enclosed for your review and execution by the first day of your employment. In addition, please understand that all employment with Agenus is on an “at will” basis. This letter does not constitute a contract of employment for a specific term.
3 Forbes Road, Lexington, MA 02421 t 781.674.4400 f 781.674.4200 info@agenusbio.com WWW.AGENUSBIO.COM
In your first days with Agenus, you can expect to receive an orientation, including learning more about our business and your career development. You will be introduced to many internal administrative matters that are important to our business processes.
Evan, through the course of our recruiting efforts, we meet and interview many individuals with strong backgrounds. Our recruiting process is highly selective - - one that we feel helps us carefully consider your qualifications and interests and matches them to our needs. At Agenus, our goal is to afford all of our employees the opportunity to pursue a career, to achieve their personal best, and to balance their personal and professional goals. We value your abilities and believe you will find our work environment to be challenging and fulfilling and believe we can provide you with an atmosphere in which you can develop your professional talents to the fullest. Again, it is a pleasure to extend this offer to you. The provisions of this offer letter supersede all prior oral and written offers, communications, agreements and understandings between Agenus and you with respect to the subject matter of this letter.
A packet of information will be sent to you from Human Resources prior to your start date outlining what you need to bring on your first day and what time you will need to arrive for orientation. Should you need assistance with anything, please do no hesitate to contact me directly at 781.674.4470.
Sincerely,
/s/ John Cerio
John Cerio
Vice President, Human Resources & Administration
Attachment
I accept your offer of employment as outlined in this letter.
|
/s/ C. Evan Ballantyne |
June 9, 2015 |
| Signature | Date |
3 Forbes Road, Lexington, MA
02421 t 781.674.4400 f 781.674.4200 info@agenusbio.com WWW.AGENUSBIO.COM
Exhibit 99.1
Agenus Appoints C. Evan Ballantyne as Chief Financial Officer
LEXINGTON, Mass.--(BUSINESS WIRE)--June 17, 2015--Agenus Inc. (NASDAQ: AGEN), an immunology company developing innovative treatments for cancers and other diseases, today announced the appointment of C. Evan Ballantyne as the Company’s Chief Financial Officer, effective immediately. Mr. Ballantyne will be responsible for all aspects of the Company’s financial, accounting, investor relations and corporate communication functions.
“We are pleased to welcome Evan as our Chief Financial Officer,” said Garo H. Armen, Ph.D., Chairman and CEO of Agenus. “Evan has had a distinguished career, and we look forward to his contributions to the continued growth of our company.”
“This is a very exciting time for Agenus, and I look forward to working with the management team as the company continues to advance its immuno-oncology platform technologies and product candidate pipeline and further develop its partnership opportunities,” stated Mr. Ballantyne.
Mr. Ballantyne brings more than 30 years of financial and operations experience to Agenus. Most recently, Mr. Ballantyne served as the Chief Financial Officer at Synthetic Biologics, Inc., a publicly-traded biotechnology company, from February 2012 to May 2015. From August 2006 to April 2011, Mr. Ballantyne served as the Executive Vice President and Chief Financial Officer at Clinical Data, Inc., a publicly-traded biopharmaceutical company that was acquired by Forest Laboratories, Inc. for $1.3 billion. Mr. Ballantyne has also served as the Chief Financial Officer at a number of private medical technology companies, including Avedro, Inc. and ZymeQuest, Inc. Earlier in his career, he served as Vice President and Chief Operating Officer for ACNielsen Corporation - Europe Middle East & Africa, and he held the Chief Financial Officer position there as well for two years. He began his career at The Dun & Bradstreet Corporation where he held several senior financial positions. Mr. Ballantyne earned a B.A. from the University of Western Ontario, and took a post-graduate degree in Business Administration with Honors from the University of Windsor.
In connection with Mr. Ballantyne’s appointment, Agenus granted Mr. Ballantyne an inducement equity award in accordance with NASDAQ Listing Rule 5635(c)(4). This award, which is outside of Agenus’ 2009 Equity Incentive Plan, was approved by Agenus’ board of directors, including all of its independent directors, as an inducement material to Mr. Ballantyne entering into employment with the Company. The award to Mr. Ballantyne consists of nonqualified options to purchase 150,000 shares of Agenus common stock with a 10-year term and an exercise price equal to the closing price of Agenus’ common stock on the first day of Mr. Ballantyne’s employment with Agenus. Twenty-five percent of the options vest on each of the one-year, two-year, three-year and four-year anniversaries of Mr. Ballantyne’s start date, subject to Mr. Ballantyne’s continued employment with Agenus through each such vesting date.
About Agenus
Agenus is an immunology company developing a series of Checkpoint Modulators for the treatment of patients with cancer, infectious diseases, and other immune disorders, heat shock protein (HSP)-based vaccines, and immune adjuvants. These programs are supported by three separate technology platforms. Agenus’ internal and partnered checkpoint modulator programs target GITR, OX40, CTLA-4, LAG-3, TIM-3, PD-1 and other undisclosed programs. The company’s proprietary discovery engine Retrocyte DisplayTM is used to generate fully human and humanized therapeutic antibody drug candidates. The Retrocyte Display platform uses a high-throughput approach incorporating IgG format human antibody libraries expressed in mammalian B-lineage cells. Agenus recently acquired a powerful yeast antibody display platform termed SECANT®, developed by Celexion, LLC. SECANT allows rapid generation of soluble, full-length human antibodies. SECANT and Agenus’ mammalian antibody display platform have complementary strengths and further bolster Agenus’ abilities to generate and optimize fully human monoclonal antibodies. Agenus’ heat shock protein-based vaccines have completed Phase 2 studies in newly diagnosed glioblastoma multiforme, and in the treatment of herpes simplex viral infection; the heat shock protein-based vaccine platform can generate personalized as well as off the shelf products. The company’s QS-21 Stimulon® adjuvant platform is extensively partnered with GlaxoSmithKline and with Janssen Sciences Ireland UC and includes several candidates in Phase 2 trials, as well as shingles and malaria vaccines which have successfully completed Phase 3 clinical trials. For more information, please visit www.agenusbio.com, or connect with the company on Facebook, LinkedIn, Twitter and Google+; information that may be important to investors will be routinely posted in these locations.
Forward-Looking Statement
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding the research and development efforts of Agenus and its collaboration partners. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, the factors described under the Risk Factors section of our most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the period ended March 31, 2015. Agenus cautions investors not to place considerable reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this press release, and Agenus undertakes no obligation to update or revise the statements, other than to the extent required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.
CONTACT:
Media:
BMC Communications
Brad Miles,
646-513-3125
bmiles@bmccommunications.com
or
Investors:
Argot
Partners
Andrea Rabney/ Jamie Maarten, 212-600-1902
andrea@argotpartners.com
jamie@argotpartners.com