Filed Pursuant to Rule 424(b)(3) and Rule 424(c)
Registration No. 333-149116
May 18, 2010
PROSPECTUS SUPPLEMENT NO. 26
17,417,434 SHARES OF COMMON STOCK
ANTIGENICS INC.
This prospectus supplement amends the prospectus dated March 16, 2009 (as supplemented on April 15, 2009, April 17, 2009, April 22, 2009, April 27, 2009, May 4, 2009, May 11, 2009, May 27, 2009, June 4, 2009, June 8, 2009, June 9, 2009, June 11, 2009, June 15, 2009, July 7, 2009, July 15, 2009, August 3, 2009, August 5, 2009, September 11, 2009, September 18, 2009, November 12, 2009, January 5, 2010, March 1, 2010, March 25, 2010, April 26, 2010, and May 11, 2010) to allow certain stockholders or their pledgees, donees, transferees, or other successors in interest (the “Selling Stockholders”), to sell, from time to time, up to 8,708,717 shares of our common stock, which they have acquired in a private placement in the United States, and up to 8,708,717 shares of our common stock issuable upon the exercise of warrants which are held by the Selling Stockholders named in the prospectus. On January 9, 2010, these warrants expired unexercised.
We would not receive any proceeds from any such sale of these shares. To the extent any of the warrants are exercised for cash, if at all, we will receive the exercise price for those warrants.
This prospectus supplement is being filed to include the information set forth in the Current Report on Form 8-K filed on May 17, 2010, which is set forth below. This prospectus supplement should be read in conjunction with the prospectus dated March 16, 2009, Prospectus Supplement No. 1 dated April 15, 2009, Prospectus Supplement No. 2 dated April 17, 2009, Prospectus Supplement No. 3 dated April 22, 2009, Prospectus Supplement No. 4 dated April 27, 2009, Prospectus Supplement No. 5 dated May 4, 2009, Prospectus Supplement No. 6 dated May 11, 2009, Prospectus Supplement No. 7 dated May 27, 2009, Prospectus Supplement No. 8 dated June 4, 2009, Prospectus Supplement No. 9 dated June 8, 2009, Prospectus Supplement No. 10 dated June 9, 2009, Prospectus Supplement No. 11 dated June 11, 2009, Prospectus No. 12 dated June 15, 2009, Prospectus Supplement No. 13 dated July 7, 2009, Prospectus Supplement No. 14 dated July 15, 2009, Prospectus Supplement No. 15 dated August 3, 2009, Prospectus Supplement No. 16 dated August 5, 2009, Prospectus Supplement No. 17 dated September 11, 2009, Prospectus Supplement No. 18 dated September 18, 2009, Prospectus Supplement No. 19 dated November 12, 2009, Prospectus Supplement No. 20 dated January 5, 2010, Prospectus Supplement No. 21 dated March 1, 2010, Prospectus Supplement No. 23 dated March 25, 2010, Prospectus Supplement No. 24 dated April 26, 2010, and Prospectus Supplement No. 25 dated May 11, 2010, which are to be delivered with this prospectus supplement.
Our common stock is quoted on The NASDAQ Capital Market (“NASDAQ”) under the ticker symbol “AGEN.” On May 14, 2010, the last reported closing price per share of our common stock was $1.23 per share.
Investing in our securities involves a high degree of risk. Before investing in any of our securities, you should read the discussion of material risks in investing in our common stock. See “Risk Factors” on page 1 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
THE DATE OF THIS PROSPECTUS SUPPLEMENT NO. 26 IS MAY 18, 2010
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
May 12, 2010
Date of Report (Date of earliest event reported)
ANTIGENICS 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) | |||
781-674-4400
(Registrant’s telephone number, including area code)
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 1.01 | Entry into a Material Definitive Agreement |
On May 12, 2010, the Compensation Committee of Antigenics Inc.’s Board of Directors approved a revised initial stock option grant of 40,000 shares for any new directors. The Compensation Committee also approved a one-time grant of 15,000 shares to all current directors representing the difference between the prior initial stock option grant of 25,000 shares and the revised grant share amount, which shares will be granted on June 14, 2010.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting of Stockholders held on May 12, 2010, Antigenics’ stockholders voted as follows:
To elect the following nominees to the Board of Directors:
| Nominee |
Total Vote “FOR” |
Total Vote “WITHHELD” | ||
| Brian Corvese |
31,650,064 | 3,945,441 | ||
| Timothy Rothwell |
31,638,355 | 3,957,150 | ||
| Timothy R. Wright |
31,627,480 | 3,968,025 |
All of the nominees received a plurality of the votes cast by stockholders entitled to vote thereon and, therefore, Mr. Brian Corvese, Mr. Timothy Rothwell and Mr. Timothy R. Wright were elected to the Board of Directors for terms of three years. In addition, the terms of office of the other members of the Board of Directors, Dr. Garo H. Armen, Mr. Tom Dechaene, Mr. John Hatsopoulos, Mr. Wadih Jordan, and Dr. Hyam I. Levitsky, continued after the meeting.
To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at the discretion of the Board of Directors:
| Total Vote “FOR” |
Total Vote “AGAINST” |
Total Vote “ABSTAIN” | ||
| 53,674,843 |
9,794,700 | 303,130 |
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010:
| Total Vote “FOR” |
Total Vote “AGAINST” |
Total Vote “ABSTAIN” | ||
| 60,494,136 |
3,163,711 | 114,826 |
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.
| ANTIGENICS INC. | ||||
| Date: May 17, 2010 | By: | /S/ GARO H. ARMEN | ||
| Garo H. Armen | ||||
| Chief Executive Officer | ||||