Filed Pursuant to Rule 424(b)(3) and Rule 424(c)
Registration No. 333-156556
April 17, 2009
PROSPECTUS SUPPLEMENT NO. 2
5,929,212 SHARES OF COMMON STOCK
ANTIGENICS INC.
This prospectus supplement amends the prospectus dated March 18, 2009 (as supplemented on April 15, 2009) that relates to the issuance of up to 5,929,212 shares of our common stock, par value $0.01 per share (“common stock”), issuable upon the conversion of 5,250 shares of Series B2 Convertible Preferred Stock, par value $0.01 per share (“Series B2 Convertible Preferred Stock”). If the shares of Series B2 Convertible Preferred Stock are converted through payment of cash consideration, if at all, we will receive the cash from such conversion.
This prospectus supplement is being filed to include the information set forth in the Current Report on Form 8-K filed on April 17, 2009, which is set forth below. This prospectus supplement should be read in conjunction with the prospectus dated March 18, 2009 and Prospectus Supplement No. 1 dated April 15, 2009 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 April 15, 2009, the last reported closing price per share of our common stock was $0.63 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. 2 IS APRIL 17, 2009
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
April 16, 2009
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 8.01 | Other Events |
On April 16, 2009, Antigenics Inc. (the “Company”) issued 990,662 shares (the “Shares”) of its common stock, par value $0.01 per share, to Fletcher International, Ltd. (“Fletcher”) upon a cashless conversion by Fletcher of 1,000 shares of the Company’s Series B2 Convertible Preferred Stock.
The Shares were issued in a transaction registered under the Securities Act of 1933, as amended, under the Company’s previously filed and effective Registration Statement on Form S-1 (File No. 333-156556).
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: April 17, 2009 |
By: | /s/ Garo H. Armen | ||
| Garo H. Armen | ||||
| Chairman and CEO | ||||