| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 30, 2020, Dr. Garo H. Armen, Chairman and Chief Executive Officer of Agenus Inc. (“Agenus”), indicated that he would take his salary in stock in lieu of cash for the rest of 2020. That same day, the Compensation Committee of Agenus’ board of directors authorized Agenus to grant Dr. Armen stock awards under Agenus’ 2019 Equity Incentive Plan in lieu of cash payments for the remainder of 2020.
On March 30, 2020, Agenus implemented proactive measures in response to the changing business environment for biopharmaceutical companies as a consequence of theCOVID-19 pandemic. Immediate measures taken by Agenus include:
| | • | | scaling back certain R&D programs; |
| | • | | slowing or pausing early clinical-stage oncology trials that have not yet generated clinical data; |
| | • | | slowing investigational new drug (IND) filing activities; and |
| | • | | reducing manufacturing runs as appropriate and as a result of the above actions. |
These measures will be reassessed and evaluated as the situation evolves. In addition, Agenus has repurposed certain of its R&D efforts to advance product candidates for the potential treatment ofCOVID-19, including certain agents from its existing clinical portfolio.
Agenus expects these steps to result in annualized net cost savings of approximately $50 million based on reductions of both external and internal expenditures.
Agenus’ priorities which will be unaffected by these measures, include:
| | • | | BLA Plans – lead trials of balstilimab(anti-PD-1) monotherapy and balstilimab/zalifrelimab(anti-CTLA-4) combination therapy in second line cervical cancer, both of which have completed target accruals. Agenus plans for Biologics License Application (BLA) filings in the second half of 2020; |
| | • | | Commercial Readiness – commercial readiness efforts for balstilimab and zalifrelimab are continuing as planned; |
| | • | | AGEN1181 – AGEN1181, a multi-purposeCTLA-4 engaging antibody, is continuing to advance on its current clinical path. Principal investigators of the current trial have informed Agenus that based on the potential life-saving attributes of AGEN1181, they expect to continue enrolling new patients in the trial in spite of theCOVID-19 crisis; and |
| | • | | R&D – high priority research and clinical development programs are continuing as planned. |
Forward-Looking Statements: This Current Report on Form8-K contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding anticipated cost savings and the expectation for certain corporate priorities, including clinical trials of AGEN1181 and BLA filings, to continue as planned. 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 Annual Report on Form10-K filed with the Securities and Exchange Commission. These statements speak only as of the date of this filing, and Agenus undertakes no obligation to update or revise the statements, other than to the extent required by law.
