Amendment to Notes, Amendment of Warrants and Sale of New Warrants dated as of February 20, 2025 by and among Agenus Inc. and the Purchasers listed therein
Exhibit 4.14
AMENDMENT TO NOTES, AMENDMENT of WARRANTS
And Sale of New Warrants
This Amendment to Notes, Amendment of Warrants and Sale of New Warrants (this “Amendment”) effective as of February 20, 2025 by and between (a) Agenus Inc., a Delaware corporation, having an address at 3 Forbes Road, Lexington, MA 02421 (the “Borrower”), and (b) Mark Berg and Nicole Berg, Alice Saraydarian, Khalil Barrage, Nicky V LLC, MSB Research Inc. and Pacific Premier Trust LLC, Custodian FBO: Mark Berg IRA (collectively, the “Purchasers”).
WITNESSETH
WHEREAS, the Borrower and the Purchasers are parties to that certain Amended and Restated Note Purchase Agreement dated February 20, 2015, as amended (the “2015 Purchase Agreement”), pursuant to which the Borrower issued to the Purchasers, among other things, 8% senior subordinated notes that mature on February 20, 2022 (as amended, the “2015 Notes”), as originally provided (prior to reverse stock split effective April 12, 2024), warrants to purchase an aggregate of 1,400,000 shares of Borrower common stock at a price of $5.10 per share that expire on February 20, 2023 (the “2015 Warrants”) and, as originally provided (prior to reverse stock split effective April 12, 2024), warrants to purchase an aggregate of 675,000 shares of Borrower common stock at a price of $4.48 per share that expired on February 18, 2025 (the “2020 Warrants”), as amended by that certain Amendment to Notes, Termination of Warrants and Sale of New Warrants dated as of November __, 2022 (the “2022 Amendment”) pursuant to which the parties extended the term of the 2015 Notes by two years from February 20, 2023 to February 20, 2025, (ii) canceled the 2015 Warrants and the 2020 Warrants, and (ii) issued new Warrants to the Purchasers known as the 2022 Warrants (as defined in the 2022 Amendment) as more particularly described in the 2022 Amendment as the Allocation of 2022 A Warrants (the “2022 A Warrants”) and the Allocation of 2022 B Warrants (the “2022 B Warrants”); and
WHEREAS, the parties now wish to (i) further extend the stated maturity date of the 2015 Notes by sixteen (16) months from February 20, 2025 to June 20, 2026, (ii) increase the applicable interest rate under the 2015 Notes from 8% to 9% per annum, (iii) further secure the Borrower’s obligation to pay the 2015 Notes by the grant to the Purchasers of a subordinate mortgage on certain properties owned by Borrower’s wholly owned subsidiary, Agenus West, LLC, a Delaware limited liability company (“Agenus West”), pursuant to a certain mortgage dated as of the date hereof, (iv) provide for a $2,500,000 paydown by Borrower of the principal balance of the $4,000,000 Senior Subordinated Note dated February 20, 2015 in favor of Mark Berg and Nicole Berg on the date hereof, (v) reduce the strike price for the 2022 Warrants to $3.25 per share, (vi) extend the expiration date of all of the 2022 Warrants to February 20, 2030, (vii) issue new Warrants (the “2025 C Warrants”) to certain of the Purchasers to purchase an aggregate of 67,500 shares of Borrower common stock at a price of $3.25 per share that expire on February 20, 2030 and to provide for the 2022 A Warrants, the 2022 B Warrants and the 2025 C Warrants to be registered with the SEC within ninety (90) days after the date hereof,
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Exhibit 4.14
and (viii) provide that if Borrower conducts a financing of greater than $10,000,000 at a price per share below $3.25 any time before February 20, 2026, the strike price on the 2022 A Warrants, 2022 B Warrants, and 2025 C Warrants will be reduced to the same price at which such financing was conducted, together with certain additional modifications all as described herein.
NOW, THEREFORE, the parties hereby agree as follows:
(b) The stated interest rate in each of the 2015 Notes is hereby increased from 8% per annum to 9% per annum.
(c) All payments under the 2015 Notes must be made by ACH or federal funds wire transfer by the 4th day of each calendar month; payments by check are not permitted.
(d) Borrower will pay to Mark Berg and Nicole Berg on the date hereof the amount of $2,500,000 which shall be applied to reduce the outstanding principal balance of the $4,000,000 Senior Subordinated Note dated February 20, 2015 in favor of Mark Berg and Nicole Berg.
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Exhibit 4.14
(b) The strike price for all of the 2022 Warrants is hereby reduced to $3.25 per share.
(c) The expiration date of all of the 2022 Warrants is hereby extended to February 20, 2030.
[Signature Page Follows]
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Exhibit 4.14
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
BORROWER:
AGENUS INC.
By: /s/ Garo H. Armen
Name: Garo H. Armen
Title: Chairman and CEO
PURCHASERS:
/s/ Mark Berg and Nicole Berg
Mark Berg and Nicole Berg
NICKY V LLC
By: /s/ Nicole Berg
Name: Nicole Berg
Title: Owner
MSB RESEARCH INC.
By: /s/ Mark Berg
Name: Mark Berg
Title: President
/s/ Alice Saraydarian
Alice Saraydarian
/s/ Khalil Barrage
Khalil Barrage
Pacific Premier Trust LLC, Custodian
FBO: Mark Berg IRA
By: /s/ Mark Berg
Name: Mark Berg
Title: Owner
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