Statement of Ownership (sc 13g)
08 April 2022 - 10:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Agenus Inc.
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(Name of Issuer) |
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Common Stock, $0.01 par value
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(Title of Class of Securities) |
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00847G705
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(CUSIP Number) |
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March 31, 2022 |
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(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is
filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this
form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 00847G705
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SCHEDULE 13G
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSONS
Deep Track Capital,
LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
15,229,187
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
15,229,187
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,229,187 |
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.92%
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12
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TYPE
OF REPORTING PERSON
IA, OO
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CUSIP No. 00847G705
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SCHEDULE 13G
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSONS
Deep Track
Biotechnology Master Fund, Ltd.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
15,229,187
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
15,229,187
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,229,187 |
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.92%
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12
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TYPE
OF REPORTING PERSON
CO
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CUSIP No. 00847G705
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SCHEDULE 13G
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSONS
David Kroin
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
15,229,187
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
15,229,187
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,229,187 |
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.92%
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12
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TYPE
OF REPORTING PERSON
IN, HC
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CUSIP No. 00847G705
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SCHEDULE 13G
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Page 5 of 9 Pages
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| Item 1. |
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(a) Name of Issuer |
Agenus Inc.
| Item 1. |
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(b) Address of Issuer’s Principal
Executive Offices |
3 Forbes Road
Lexington, MA 02421
| Item 2. |
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(a) Names of Persons
Filing: |
(i) Deep Track Capital, LP
(ii) Deep Track Biotechnology Master
Fund, Ltd.
(iii) David Kroin
| Item 2. |
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( b) Address of Principal Business
Office: |
(i) 200 Greenwich Ave, 3rd Floor,
Greenwich, CT 06830
(ii) c/o Walkers Corporate Limited,
190 Elgin Ave, George Town, KY1-9001, Cayman Islands
(iii) c/o Deep Track Capital, LP, 200
Greenwich Ave, 3rd Floor, Greenwich, CT 06830
(i) Delaware
(ii) Cayman Islands
(iii) United States
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(d) Title of Class of
Securities |
Common Stock, $0.01 par value (the
“Common Stock”)
00847G705
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CUSIP No. 00847G705
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SCHEDULE 13G
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Page 6 of 9 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
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Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o); |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J); |
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(k) |
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution: |
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CUSIP No. 00847G705
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SCHEDULE 13G
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Page 7 of 9 Pages
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Item
4. Ownership
Information with respect to the
Reporting Persons' ownership of the Common Stock as of April 8,
2022, is incorporated by reference to items (5) - (9) and (11) of
the cover page of the respective Reporting Person.
The amount beneficially owned by each
Reporting Person is determined based on 257,153,860 Common Stock
oustanding.
Item 5. Ownership of Five Percent or
Less of a Class
If this statement is being filed to
report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6. Ownership of More Than Five
Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person
Deep Track Capital, LP is the
relevant entity for which David Kroin may be considered a control
person.
Item 8. Identification and
Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of
Group
Not Applicable.
Item 10.
Certification
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
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CUSIP No. 00847G705
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SCHEDULE 13G
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Page 8 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and
correct.
Dated: April 8, 2022
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Deep
Track Capital, LP
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By: |
/s/
David Kroin |
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David
Kroin, Managing Member of the General Partner of the Investment
Adviser |
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Deep
Track Biotechnology Master Fund, Ltd.
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By: |
/s/
David Kroin |
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David
Kroin, Director |
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David
Kroin
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By: |
/s/
David Kroin |
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David
Kroin |
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CUSIP No. 00847G705
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SCHEDULE 13G
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Page 9 of 9 Pages
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Exhibit I
JOINT FILING
STATEMENT
PURSUANT TO RULE
13d-1(k)
The undersigned acknowledge and agree
that the foregoing statement on Schedule 13G, is filed on behalf of
each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G, shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall
be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or
it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe
that such information is inaccurate.
Dated: April 8, 2022
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Deep
Track Capital, LP
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By: |
/s/
David Kroin |
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David
Kroin, Managing Member of the General Partner of the Investment
Adviser |
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Deep
Track Biotechnology Master Fund, Ltd.
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By: |
/s/
David Kroin |
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David
Kroin, Director |
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David
Kroin
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By: |
/s/
David Kroin |
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David
Kroin |
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