SEC Comment Letter for AGENUS INC (AGEN) (CIK 0001098972) (AGEN) — Dec 2, 2015
AGENUS INC (AGEN) (CIK 0001098972)
Date: Dec. 2, 2015 · CIK: 0001098972 · Accession: 0000000000-15-056080
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4720 December 1, 2015 Via E -mail Garo H. Armen Chief Executive Officer and Chairman of the Board Agenus Inc. 3 Forbes Road Lexington, MA 02421
Re: Agenus Inc. Registration Statement on Form S-3 Filed November 20, 2015 File No. 333- 208135
Dear Mr. Armen :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Garo H. Armen Agenus Inc. December 1, 2015 Page 2
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceler ation of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Christina Thomas at (202) 551 -3577 or me at (202) 551 -3675 with any questions.
Sincerely,
/s/ Suzanne Hayes
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Mail Stop 4720 December 1, 2015 Via E -mail Garo H. Armen Chief Executive Officer and Chairman of the Board Agenus Inc. 3 Forbes Road Lexington, MA 02421 Re: Agenus Inc. Registration Statement on Form S-3 Filed November 20, 2015 File No. 333- 208135 Dear Mr. Armen : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Garo H. Armen Agenus Inc. December 1, 2015 Page 2 Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceler ation of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Christina Thomas at (202) 551 -3577 or me at (202) 551 -3675 with any questions. Sincerely, /s/ Suzanne Hayes Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Via E-mail John R. Pitfield, Esq. Choate, Hall & Stewart LLP Two International Place Boston, MA 02110