What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-08 · 147 added, 146 removed, 446 unchanged (40% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share and per share amounts)

June 30, 2024

September 30, 2024

December 31, 2023

5 unchanged sentences

Property, plant and equipment, net of accumulated amortization and depreciation of

$ 68,137 and $ 61,943 at June 30, 2024 and December 31, 2023, respectively

$ 71,109 and $ 61,943 at September 30, 2024 and December 31, 2023, respectively

Operating lease right-of-use assets

Acquired intangible assets, net of accumulated amortization of $ 18,063 and

$ 17,688 at June 30, 2024 and December 31, 2023, respectively

$ 17,688 at September 30, 2024 and December 31, 2023, respectively

Other long-term assets

17 unchanged sentences

31,620 shares designated, issued, and

outstanding at June 30, 2024 and December 31, 2023;

outstanding at September 30, 2024 and December 31, 2023;

liquidation value

of $ 33,993 at June 30, 2024

of $ 34,047 at September 30, 2024

Common stock, par value $ 0.01 per share;

1 unchanged sentence

21,685,192 and 19,718,662 shares issued and outstanding at

June 30, 2024 and December 31, 2023, respectively

September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

9 unchanged sentences

(Amounts in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Research and development

6 unchanged sentences

General and administrative

Contingent purchase price consideration fair value adjustment

Fair value adjustments

Operating loss

Other income (expense):

Non-operating income (expense)

Non-operating income

Interest expense, net

9 unchanged sentences

Basic and diluted

Other comprehensive income (loss):

Foreign currency translation income (loss)

Other comprehensive income (loss)

Other comprehensive loss:

Foreign currency translation loss

Other comprehensive loss

Comprehensive loss

25 unchanged sentences

Balance at June 30, 2024

Other comprehensive loss

Share-based compensation

Shares sold at the market

Payment of CEO payroll in shares

Vesting of nonvested shares

Exercise of stock options and employee share purchases

Balance at September 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

13 unchanged sentences

Issuance of shares for services

Vesting of nonvested shares

Exercise of stock options and employee share purchases

6 unchanged sentences

Shares sold at the market

Vesting of nonvested shares

MiNK stock dividend

4 unchanged sentences

Balance at June 30, 2023

Other comprehensive loss

Share-based compensation

Shares sold at the market

Payment of CEO payroll in shares

MiNK stock purchases

Issuance of shares for services

Vesting of nonvested shares

Employee share purchases

Balance at September 30, 2023

See accompanying notes to unaudited condensed consolidated financial statements .

2 unchanged sentences

(Amounts in thousands, except per share amounts)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

18 unchanged sentences

Purchase of long-term investment

Sale of long-term investment

Proceeds from sale of long-term investment

Purchases of available-for-sale securities

Proceeds from sale of available-for-sale securities

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Cash flows from financing activities:

8 unchanged sentences

Effect of exchange rate changes on cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

3 unchanged sentences

Supplemental disclosures - non-cash activities:

Purchases of plant and equipment in accounts payable and

accrued liabilities

Issuance of common stock, $ 0.01 par value, in connection with payment for services

9 unchanged sentences

NOTES TO UNAUDITED CONDENSED CO NSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

Note A – Business, Liquidity and Basis of Presentation

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Part of our strategy is to develop and commercialize some of our product candidates by continuing our existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations.

Our cash and cash equivalents at June 30, 2024 were $ 93.7 million, an increase of $ 17.6 million from December 31, 2023 .

Cash and cash equivalents of our subsidiary, MiNK, at March 31, 2024, were $ 5.8 million.

Our cash and cash equivalents at September 30, 2024 were $ 44.8 million, a decrease of $ 31.3 million from December 31, 2023 .

Cash and cash equivalents of our subsidiary, MiNK, at June 30, 2024, were $ 9.3 million.

MiNK cash can only be accessed by Agenus through a declaration of a dividend by the MiNK Board of Directors or through settlement of intercompany balances.

As of June 30, 2024, we had an accumulated deficit of $ 2.1 billion and $ 13.0 million of subordinated notes maturing in February 2025 .

As of September 30, 2024, we had an accumulated deficit of $ 2.1 billion and $ 13.0 million of subordinated notes maturing in February 2025 .

Since our founding we have financed our operations principally through income and revenues generated from corporate partnerships, advance royalty sales and proceeds from equity issuances.

Based on our current plans and projections, we believe that our cash resources of $ 93.7 million at June 30, 2024, plus additional funding we may receive from multiple other sources, including out-licensing and/or partnering opportunities, will be sufficient to satisfy our liquidity requirements through the end of the year and into 2025.

We are also in discussions with other parties to participate in the Purchase and Sale Agreement (see Note F) for up to an additional $ 125.0 million under the same terms as the Ligand transaction.

In addition, we are in discussions with several potential corporate collaborators.

These transactions could also extend our cash resources.

Based on our current plans and projections, we believe that our cash resources of $ 44.8 million at September 30, 2024, will be sufficient to satisfy our critical liquidity requirements through the end of the year and into 2025.

To support operations further, meet our subordinated notes obligation, and to execute on our business plans, we require additional funding.

Currently we are in discussions with several entities including biotechnology and pharmaceutical partners, as well as dedicated healthcare funds to provide the funding necessary to support our operations through our planned biologics license application, or marketing authorization, submission for botensilimab/balstilimab.

However, because the completion of such transactions is not entirely within our control, in accordance with accounting guidance we are required to disclose that substantial doubt exists about our ability to continue as a going concern for a period of one year after the date of filing of this Quarterly Report on Form 10-Q.

The financial statements have been prepared on a basis that assumes Agenus will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management continues to address the Company’s liquidity needs and can exercise its flexibility to adjust spending as needed in order to preserve liquidity.

Management continues to address the Company’s liquidity needs and has continued to adjust spending in order to preserve liquidity.

In August 2023, we prioritized and focused our resources to accelerate the development, registration, and commercialization of our lead asset postponing all preclinical and other clinical programs and reducing our workforce by approximately 25 %.

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As such, our decisions to continue to fund or eliminate funding of each of our programs are predicated on these determinations, on an ongoing basis.

We expect our sources of funding to include payments from current collaborations which include out-licensing and/or partnering opportunities for our portfolio programs

and product candidates with multiple parties;

We expect our sources of funding to include payments from

current collaborations which include out-licensing and/or partnering opportunities for our portfolio programs and product candidates with multiple parties;

additional third-party agreements;

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All significant intercompany transactions and accounts have been eliminated in consolidation.

Operating results for the six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Operating results for the nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

For further information, refer to our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”).

11 unchanged sentences

See Note L for further details.

In the quarters ended June 30, 2024 and 2023, we deconsolidated certain foreign subsidiaries and recognized gains of approximately $ 185,000 and $ 132,000 , respectively, included in "Other income (expense)" on our condensed consolidated statements of operations and comprehensive loss.

In the nine months ended September 30, 2024 and 2023, we deconsolidated certain foreign subsidiaries and recognized gains of approximately $ 185,000 and $ 132,000 , respectively, included in "Other income (expense)" on our condensed consolidated statements of operations and comprehensive loss.

Note B – Net Loss Per Share

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Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share.

The following securities (listed on an as-if-converted-to-Common-Stock basis) have been excluded from the computation of diluted weighted average shares outstanding as of June 30, 2024 and 2023, as they would be anti-dilutive (in thousands):

Three and Six Months Ended June 30,

The following securities (listed on an as-if-converted-to-Common-Stock basis) have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2024 and 2023, as they would be anti-dilutive (in thousands):

Three and Nine Months Ended September 30,

Stock options

2 unchanged sentences

Note C – Investments

Cash equivalents and short-term investments consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024

Cash equivalents consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024

December 31, 2023

Institutional money market funds

As a result of the short-term nature of these investments, there were minimal unrealized holding gains or losses for the three and six months ended June 30, 2024 and 2023.

As of both June 30, 2024 and December 31, 2023, all of the investments listed above were classified as cash equivalents on our condensed consolidated balance sheets.

As a result of the short-term nature of these investments, there were minimal unrealized holding gains or losses for the three and nine months ended September 30, 2024 and 2023.

As of both September 30, 2024 and December 31, 2023, all of the investments listed above were classified as cash equivalents on our condensed consolidated balance sheets.

Note D – Goodwill and Acquired Intangible Assets

The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2024 (in thousands):

The following table sets forth the changes in the carrying amount of goodwill for the nine months ended September 30, 2024 (in thousands):

Balance, December 31, 2023

Effect of foreign currency

Balance, June 30, 2024

Acquired intangible assets consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):

As of June 30, 2024

Balance, September 30, 2024

Acquired intangible assets consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

As of September 30, 2024

Gross carrying

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Note E – Debt

Debt obligations consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):

Debt obligations consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

Debt instrument

September 30,

Current Portion:

4 unchanged sentences

2015 Subordinated Notes

As of June 30, 2024 and December 31, 2023, the principal amount of our outstanding debt balance was $ 13.6 million and $ 13.1 million, respectively.

As of September 30, 2024 and December 31, 2023, the principal amount of our outstanding debt balance was $ 13.5 million and $ 13.1 million, respectively.

Note F – Liability Related to the Sale of Future Royalties and Milestones

The following table shows the activity within the liability account in the six months ended June 30, 2024 (in thousands):

The following table shows the activity within the liability account in the nine months ended September 30, 2024 (in thousands):

December 31, 2023 to

June 30, 2024

September 30, 2024

Liability related to sale of future royalties and milestones - beginning balance

12 unchanged sentences

The liability is classified between the current and non-current portion of liability related to sale of future royalties and milestones in the condensed consolidated balance sheets based on the estimated royalty payments to be received by HCR in the next 12 months from the financial statement reporting date.

During the six months ended June 30, 2024 , we recognized $ 50.3 million of non-cash royalty revenue, and we recorded $ 59.6 million of related non-cash interest expense related to the HCR Royalty Purchase Agreement.

During the nine months ended September 30, 2024 , we recognized $ 75.0 million of non-cash royalty revenue, and we recorded $ 91.0 million of related non-cash interest expense related to the HCR Royalty Purchase Agreement.

As royalties are remitted to HCR from GSK, the balance of the recorded liability will be effectively repaid over the life of the HCR Royalty Purchase Agreement.

2 unchanged sentences

Periodically, we assess the estimated royalty payments to be paid to HCR from GSK, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability, and the related recognition of interest expense.

During the six months ended June 30, 2024 , our estimate of the effective annual interest rate over the life of the agreement decreased to 48.6 %, which results in a life of contract interest rate of 26.6 %.

During the nine months ended September 30, 2024 , our estimate of the effective annual interest rate over the life of the agreement decreased to 48.9 %, which results in a life of contract interest rate of 26.7 %.

Ligand Pharmaceuticals

11 unchanged sentences

The $ 75.0 million in gross proceeds was allocated to the identified components as follows:

June 30, 2024

Liability related to sale of future royalties and milestones

5 unchanged sentences

As such, it is accounted for as a written option which is accounted for as a liability at fair value and remeasured at each balance sheet date with changes in fair value recorded in earnings.

The Ligand Warrant is considered a freestanding financial instrument that as it is separately exercisable and can be legally transferred from the Ligand Purchase Agreement was determined to be equity-classified under ASC 815.

The fair value of the Purchaser Upsize Option at September 30, 2024 was $ 2.2 million.

The Ligand Warrant is considered a freestanding financial instrument that as it is separately exercisable and can be legally transferred from the Ligand Purchase Agreement, which was determined to be equity-classified under ASC 815.

To allocate the proceeds, the Purchaser Upsize Option liability and equity-classified Ligand Warrants were recognized based on their fair values and the residual was allocated to a liability related to the sale of future royalties and milestones on our condensed consolidated balance sheets.

During the three and six months ended June 30, 2024, we recorded $ 1.6 million of non-cash interest expense related to the Ligand Purchase Agreement.

During the nine months ended September 30, 2024, we recorded $ 6.2 million of non-cash interest expense related to the Ligand Purchase Agreement.

As royalties are remitted to us and milestone and sales are earned from the Purchased Assets, the balance of the recorded liability will be effectively repaid over the life of the Ligand Purchase Agreement.

To determine the amortization of the recorded liability, we are required to estimate the total amount of future payments to be received under the Ligand Purchase Agreement.

To determine the amortization of the recorded liability, we are required to estimate the total amount of future payments that Ligand is entitled to under the Ligand Purchase Agreement.

The sum of these amounts less the $ 63.9 million proceeds allocated to the liability related to sale of future royalties and milestones will be recorded as interest expense over the life of the Ligand Purchase Agreement.

Periodically, we assess the estimated royalty and milestone payments to be received and sales to be earned under the Ligand Purchase Agreement, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability,

and the related recognition of interest expense.

As of June 30, 2024, our estimate of the effective annual interest rate over the life of the agreement was 27.9 %.

the liability, and the related recognition of interest expense.

As of September 30, 2024, our estimate of the effective annual interest rate over the life of the agreement was 27.9 %.

Note G – Accrued and Other Current Liabilities

Accrued liabilities consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024

Accrued liabilities consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024

December 31, 2023

2 unchanged sentences

Research services

Other current liabilities consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024

Other current liabilities consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024

December 31, 2023

Finance lease liabilities

Purchaser Upsize Option (Note F)

The terms of one of our finance lease agreements include a requirement to maintain a specified minimum cash balance.

As of September 30, 2024, our cash balance was below this threshold.

Despite this, we remain current on all lease payments under the agreement.

While the financial institution has the contractual right to take remedial actions, including potentially reclaiming the leased assets, we are actively addressing the situation and expect to regain compliance.

As of September 30, 2024, the remaining amounts owed under this lease totaled approximately $ 7.5 million, with payments scheduled through September 2025 .

Note H – Fair Value Measurements

Assets and liabilities measured at fair value are summarized below (in thousands):

June 30, 2024

September 30, 2024

Quoted Prices in

2 unchanged sentences

Long-term investments

Ligand purchaser upsize option (Note F)

Purchaser Upsize Option (Note F)

Contingent purchase price considerations

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We are required to measure the Purchaser Upsize Option issued under the Ligand Purchase Agreement at fair value.

The fair value of the Purchaser Upsize Option at June 30, 2024 included in "Other current liabilities" in our condensed consolidated balance sheets, is based on significant inputs not observable in the market, which require it to be reported as a Level 3 liability within the fair

value hierarchy.

The $ 2.2 million fair value of the Purchaser Upsize Option at September 30, 2024, included in "Other current liabilities" in our condensed consolidated balance sheets, is based on significant inputs not observable in the market, which require it to be reported as a Level 3 liability within the fair value hierarchy.

The valuation of this liability is determined based on a scenario analysis and uses assumptions we believe would be made by a market participant.

We measure our contingent purchase price considerations at fair value.

The fair values of our contingent purchase price considerations at both June 30, 2024 and December 31, 2023, of $ 0.3 million, included in "Other long-term liabilities" in our condensed consolidated balance sheets, are based on significant inputs not observable in the market, which require them to be reported as Level 3 liabilities within the fair value hierarchy.

The fair values of our contingent purchase price considerations at both September 30, 2024 and December 31, 2023, of $ 0.3 million, included in "Other long-term liabilities" in our condensed consolidated balance sheets, are based on significant inputs not observable in the market, which require them to be reported as Level 3 liabilities within the fair value hierarchy.

The valuation of these liabilities use assumptions we believe would be made by a market participant and are mainly based on estimates from a Monte Carlo simulation of our share price, as well as other factors impacting the probability of triggering the milestone payments.

Share price was evolved using a geometric Brownian motion, calculated daily for the life of the contingent purchase price considerations.

The fair value of our outstanding debt balance at June 30, 2024 and December 31, 2023 was $ 13.4 million and $ 13.0 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date.

The principal amount of our outstanding debt balance at June 30, 2024 and December 31, 2023 was $ 13.6 million and $ 13.1 million, respectively.

The fair value of our outstanding debt balance at September 30, 2024 and December 31, 2023 was $ 13.4 million and $ 13.0 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date.

The principal amount of our outstanding debt balance at September 30, 2024 and December 31, 2023 was $ 13.5 million and $ 13.1 million, respectively.

Note I – Revenue from Contracts with Customers

2 unchanged sentences

(“Gilead”) focused on the development and commercialization of up to five novel immuno-oncology therapies.

Pursuant to the terms of the license agreement, the option and license agreements and the stock purchase agreement we entered into with Gilead (collectively, the “Gilead Collaboration Agreements”), at the closing of the transaction on January 23, 2019, we received an upfront cash payment from Gilead of $ 120.0 million and Gilead made a $ 30.0 million equity investment in Agenus.

Pursuant to the terms of the license agreement, the option and license agreements and the stock purchase agreement we entered into with Gilead (collectively, the “Gilead

Collaboration Agreements”), at the closing of the transaction on January 23, 2019, we received an upfront cash payment from Gilead of $ 120.0 million and Gilead made a $ 30.0 million equity investment in Agenus.

On November 6, 2020, we received notice from Gilead that it was returning AGEN1423 to us and voluntarily terminating the applicable license agreement.

1 unchanged sentence

In the third quarter of 2021 we ceased development of AGEN1223 and in October 2021 the AGEN1223 option and license agreement was formally terminated.

The AGEN2373 option and license agreement and the stock purchase agreement remain in full force and effect.

As of June 30, 2024, we remained eligible to receive a $ 50.0 million exercise fee and, if exercised, up to $ 520.0 million in aggregate potential milestones.

On August 5, 2024, Gilead elected not to exercise the option to license AGEN2373 and the option and license agreement was formally terminated, see Note P.

In August 2024, Gilead elected not to exercise the option to license AGEN2373 and the option and license agreement was formally terminated.

Collaboration Revenue

No revenue was recognized for the three and six months ended June 30, 2024.

For the three and six months ended June 30, 2023, we recognized approximately $ 2.0 million and $ 4.4 million, respectively, of research and development revenue based on the partial satisfaction of the over time performance obligations as of quarter end.

No revenue was recognized for the three and nine months ended September 30, 2024.

For the three and nine months ended September 30, 2023, we recognized approximately $ 2.9 million and $ 7.2 million, respectively, of research and development revenue based on the partial satisfaction of the over time performance obligations as of quarter end.

Disaggregation of Revenue

The following table presents revenue (in thousands) for the three and six months ended June 30, 2024 and 2023, disaggregated by geographic region and revenue type.

The following table presents revenue (in thousands) for the three and nine months ended September 30, 2024 and 2023, disaggregated by geographic region and revenue type.

Revenue by geographic region is allocated based on the domicile of our respective business operations.

Three months ended June 30, 2024

Three months ended September 30, 2024

United States

Rest of World

Clinical product revenue

Other services

Non-cash royalties

Three months ended June 30, 2023

Three months ended September 30, 2023

Research and development services

Other services

Clinical product revenue

Recognition of deferred revenue

Non-cash royalties

Six months ended June 30, 2024

Nine months ended September 30, 2024

United States

3 unchanged sentences

Non-cash royalties

Six months ended June 30, 2023

Nine months ended September 30, 2023

Research and development services

Other services

Clinical product revenue

Recognition of deferred revenue

6 unchanged sentences

Contract liabilities primarily relate to contracts where we received payments but have not yet satisfied the related performance obligations.

The advance consideration received from customers for research and development services or licenses bundled with other promises is a contract liability until the underlying performance obligations are transferred to the customer.

The advance consideration received from customers for research and

development services or licenses bundled with other promises is a contract liability until the underlying performance obligations are transferred to the customer.

The following table provides information about contract liabilities from contracts with customers (in thousands):

Six months ended June 30, 2024

Nine months ended September 30, 2024

Balance at beginning of period

2 unchanged sentences

Deferred revenue

During the six months ended June 30, 2024 , we did not recognize any revenue from amounts included in the contract asset or the contract liability balances from performance obligations satisfied in previous periods.

During the nine months ended September 30, 2024 , we did not recognize any revenue from amounts included in the contract asset or the contract liability balances from performance obligations satisfied in previous periods.

No ne of the costs to obtain or fulfill a contract were capitalized.

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All stock options have 10-year terms and generally vest ratably over a 3 or 4 -year period.

A summary of option activity for the six months ended June 30, 2024 is presented below:

A summary of option activity for the nine months ended September 30, 2024 is presented below:

Outstanding at December 31, 2023

Outstanding at June 30, 2024

Vested or expected to vest at June 30, 2024

Exercisable at June 30, 2024

The weighted average grant-date fair values of stock options granted during the six months ended June 30, 2024 and 2023 were $ 11.53 and $ 29.80 , respectively.

During the six months ended June 30, 2024, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date other than certain awards dated January 16, 2024 and January 17, 2024.

Outstanding at September 30, 2024

Vested or expected to vest at September 30, 2024

Exercisable at September 30, 2024

The weighted average grant-date fair values of stock options granted during the nine months ended September 30, 2024 and 2023 were $ 11.45 and $ 28.80 , respectively.

During the nine months ended September 30, 2024, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date other than certain awards dated January 16, 2024 and January 17, 2024.

In January 2024, our Board of Directors approved certain awards subject to forfeiture in the event stockholder approval was not obtained for an amendment to our 2019 EIP.

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Accordingly, these awards have a grant date of June 2024, with an exercise price as of the date the Board of Director's approved the awards in January 2024.

As of June 30, 2024 , there was approximately $ 24.7 million of total unrecognized share-based compensation expense related to these stock options and stock options granted under subsidiary plans which, if all milestones are achieved, will be recognized over a weighted average period of 1.5 years.

As of September 30, 2024 , there was approximately $ 15.2 million of total unrecognized share-based compensation expense related to these stock options and stock options granted under subsidiary plans which, if all milestones are achieved, will be recognized over a weighted average period of 1.7 years.

Certain employees and consultants have been granted non-vested stock.

1 unchanged sentence

The fair value of other non-vested stock is calculated based on the closing sale price of our common stock on the date of issuance.

A summary of non-vested stock activity for the six months ended June 30, 2024 is presented below:

A summary of non-vested stock activity for the nine months ended September 30, 2024 is presented below:

Outstanding at December 31, 2023

Outstanding at June 30, 2024

As of June 30, 2024 , there was approximately $ 1.4 million of unrecognized share-based compensation expense related to these non-vested shares and non-vested shares granted under subsidiary plans which will be recognized over a period of 3.3 years.

During the six months ended June 30, 2024 , 11,816 shares were issued under the 2019 Employee Stock Purchase Plan, 10,152 shares were issued as a result of the vesting of non-vested stock and 2,204 shares were issued as a result of stock option exercises.

The impact on our results of operations from share-based compensation for the three and six months ended June 30, 2024 and 2023, was as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Outstanding at September 30, 2024

As of September 30, 2024 , there was approximately $ 1.3 million of unrecognized share-based compensation expense related to these non-vested shares and non-vested shares granted under subsidiary plans which will be recognized over a period of 3.2 years.

During the nine months ended September 30, 2024 , 30,637 shares were issued under the 2019 Employee Stock Purchase Plan, 17,002 shares were issued as a result of the vesting of non-vested stock and 16,668 shares were issued as a result of stock option exercises.

The impact on our results of operations from share-based compensation for the three and nine months ended September 30, 2024 and 2023, was as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Research and development

2 unchanged sentences

Note K – Restricted Cash

As of June 30, 2024, and December 31, 2023 , we maintained non-current restricted cash of $ 3.6 million and $ 3.7 million, respectively.

As of September 30, 2024, and December 31, 2023 , we maintained non-current restricted cash of $ 3.6 million and $ 3.7 million, respectively.

This amount is included within “Other long-term assets” in our condensed consolidated balance sheets and is comprised of deposits under letters of credit required under our facility leases.

The following table provides a reconciliation of cash, cash equivalents and restricted cash that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands):

Six Months Ended June 30, 2024

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2024

Nine Months Ended September 30, 2023

Beginning of Period

9 unchanged sentences

333-272911) (together, the “Registration Statement”).

The Registration Statement included both a base prospectus that covered the potential offering, issuance and sale from time to time of up to $ 300.0 million of common stock, preferred stock, warrants, debt securities and units of Agenus and a prospectus supplement for the potential offer and sale of up to 6,725,642 shares of common stock (the “Placement Shares”) in “at the market” offerings pursuant to an At Market Issuance Sales Agreement by and between Agenus and B.

The Registration Statement included both a base prospectus that covered the potential offering, issuance and sale from time to time of up to $ 300.0 million of common stock, preferred stock, warrants, debt securities and units of Agenus and a prospectus supplement for the potential offer and sale of up to 6,725,642 shares of common stock (the “Initial ATM Shares”) in “at the market” offerings pursuant to an At Market Issuance Sales Agreement by and between Agenus and B.

Riley Securities, Inc.

(the “Sales Agent”), dated as of July 22, 2020 (the “Sales Agreement”).

On August 8, 2024, we filed an additional prospectus supplement for the potential offer and sale of up to an additional 13,834,015 shares of common stock (together with the Initial ATM Shares, the “Placement Shares”) in “at the market” offerings pursuant to the Sales Agreement.

Sales pursuant to the Sales Agreement will be made only upon our instruction to the Sales Agent, and we cannot provide assurances that we will issue any additional Placement Shares pursuant to the Sales Agreement.

During the three and six months ended June 30, 2024 , we received net proceeds of approximately $ 2.0 million and $ 19.2 million, from the sale of approximately 117,000 and 1.4 million shares of our common stock, respectively, in at-the-market offerings under the Sales Agreement.

During the three and nine months ended September 30, 2024 , we received net proceeds of approximately $ 6.8 million and $ 25.9 million, from the sale of approximately 0.5 million and 1.9 million shares of our common stock, respectively, in at-the-market offerings under the Sales Agreement.

On April 3, 2024, our stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of our issued and outstanding common stock at a ratio of 1-for-20 (the “Reverse Stock Split”).

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In connection with the Purchase Agreement described in Note F, on May 6, 2024, we issued to Ligand a warrant to purchase 867,052 shares of our common stock, at an exercise price equal to $ 17.30 per share.

The exercise price of the Ligand Warrant and the

number of shares issuable upon exercise of the Ligand Warrant are subject to adjustments for stock splits, combinations, stock dividends or similar events.

The exercise price of the Ligand Warrant and the number of shares issuable upon exercise of the Ligand Warrant are subject to adjustments for stock splits, combinations, stock dividends or similar events.

The Ligand Warrant is exercisable until May 6, 2029 .

Note M – Non-controlling Interest

Non-controlling interest recorded in our condensed consolidated financial statements as of June 30, 2024 and December 31, 2023, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own.

June 30, 2024

Non-controlling interest recorded in our condensed consolidated financial statements as of September 30, 2024 and December 31, 2023, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own.

September 30, 2024

December 31, 2023

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SaponiQx, Inc.

Changes in non-controlling interest for the periods ended June 30, 2024 and December 31, 2023, were as follows (in thousands):

June 30, 2024

Changes in non-controlling interest for the periods ended September 30, 2024 and December 31, 2023, were as follows (in thousands):

September 30, 2024

December 31, 2023

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In 2023, our Audit and Finance Committee approved a contract between Avillion Life Sciences LTD ("Avillion") and Agenus for the performance of up to $ 450,000 of clinical consulting services.

Allison Jeynes, a former member of our Board of Directors, is

chief executive officer of Avillion.

No expenses were incurred in the three and six months ended June 30, 2024.

For the three and six months ended June 30, 2023, approximately $ 222,000 and $ 450,000 , respectively, related to these services is included in “Research and development” expense in our condensed consolidated statements of operations.

Note O – Recent Accounting Pronouncements

Allison Jeynes, a former member of our Board of Directors, is chief executive officer of Avillion.

No expenses were incurred in the three and nine months ended September 30, 2024.

For the nine months ended September 30, 2023, approximately $ 450,000 related to these services is included in “Research and development” expense in our condensed consolidated statements of operations.

In June 2024, Dr.

Jennifer Buell was appointed to our Board of Directors.

Buell's spouse is a partner in the law firm of Wolf, Greenfield & Sachs, P.C.

(“Wolf Greenfield”), which provides us legal services.

For the three and nine months ended September 30, 2024, we expensed Wolf Greenfield fees totaling approximately $ 48,000 and $ 147,000 , respectively.

Buell’s spouse does not receive direct compensation from the fees we pay Wolf Greenfield and the fees we paid to Wolf Greenfield in the period were an insignificant amount of Wolf Greenfield’s revenues.

Our Audit and Finance Committee approved these services under its related-party transactions policy.

Note O – Contingencies

In September 2024, a putative securities class action lawsuit was commenced in the U.S.

District Court for the District of Massachusetts naming as defendants Agenus and three current officers.

The complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact related to the efficacy and commercial prospects of botensilimab and balstilimab.

The plaintiff seeks to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023, and July 17, 2024.

The plaintiff seeks damages and interest, and an award of costs, including attorneys’ fees.

We are unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this action.

Note P – Recent Accounting Pronouncements

Recently Issued, Not Yet Adopted

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We are currently evaluating the impact that ASU 2023-09 will have on the notes to our consolidated financial statements.

No other new accounting pronouncement issued or effective during the six months ended June 30, 2024 had or is expected to have a material impact on our consolidated financial statements or disclosures.

Note P – Subsequent Events

No other new accounting pronouncement issued or effective during the nine months ended September 30, 2024 had or is expected to have a material impact on our consolidated financial statements or disclosures.

Note Q – Subsequent Events

At the Market Offerings

During the period of July 1, 2024 through August 5, 2024, we sold approximately 405,000 shares of our common stock under the Sales Agreement, totaling net proceeds of approximately $ 6.2 million.

BMS License Agreement Termination

In May 2021, we entered into a License, Development and Commercialization Agreement with BMS (the “BMS License Agreement”) pursuant to which we granted BMS an exclusive license to develop, manufacture and commercialize our proprietary TIGIT bispecific antibody program AGEN1777.

Pursuant to the BMS License Agreement, we received a non-refundable upfront cash payment of $ 200.0 million.

On July 30, 2024 we received notice from BMS that it is returning AGEN1777 back to Agenus and voluntarily terminating the BMS License Agreement, effective as of January 26, 2025.

Under the terms of the BMS License Agreement, BMS has granted us, effective as of January 26, 2025 an exclusive, royalty-free and fully paid-up, worldwide, and sublicensable license to BMS’ know-how and patent rights that arose from activities performed under the BMS License Agreement to develop and manufacture AGEN1777.

Additionally, BMS will assign to us all regulatory registrations, applications, authorizations, and approvals that BMS holds in connection with AGEN1777.

We will not incur any early termination penalties as a result of the termination.

Incyte Collaboration Agreement

In January 2015, we entered into a collaboration with Incyte to discover, develop and commercialize novel immuno-therapeutics using our antibody platforms.

The collaboration was initially focused on four immunotherapy programs targeting GITR, OX40, TIM-3 and LAG-3, and in November 2015, we expanded the alliance by adding three novel undisclosed immunotherapy targets.

Pursuant to the terms of the original agreement, Incyte paid us $ 25.0 million in upfront cash.

Targets under the collaboration were designated as either profit-share programs, where the parties shared all costs and profits equally, or royalty-bearing programs, where Incyte funded all costs, and we were eligible to receive milestones and royalties.

Under the original collaboration agreement, programs targeting GITR, OX40 and two of the undisclosed targets were designated as profit-share programs, while the other targets were royalty-bearing programs.

For each profit-share product, we were eligible to receive up to $ 20.0 million in future contingent development milestones.

For each royalty-bearing product, we were eligible to receive (i) up to $ 155.0 million in future contingent development, regulatory, and commercialization milestones and (ii) tiered royalties on global net sales at rates generally ranging from 6 %- 12 %.

In February 2017, we and Incyte amended the terms of the original collaboration agreement to, among other things, convert the GITR and OX40 programs from profit-share to royalty-bearing programs with royalties on global net sales at a flat 15 % rate for each.

In addition, the profit-share programs relating to two undisclosed targets were removed from the collaboration, with one reverting to Incyte and one to

Agenus (the latter being our Fc enhanced TIGIT program), each with royalties on global net sales at a flat 15 % rate.

The remaining three royalty-bearing programs in the collaboration targeting TIM-3, LAG-3 and one undisclosed target remain unchanged, and there are no more profit-share programs under the collaboration.

Pursuant to the amended agreement, we received accelerated milestone payments of $ 20.0 million from Incyte related to the clinical development of INCAGN1876 (GITR agonist) and INCAGN1949 (OX40 agonist).

Incyte terminated the OX40 program, effective October 2023, and terminated both the GITR program and undisclosed program, effective May 2024.

Upon termination, the rights to the OX40, GITR, and undisclosed programs reverted back to us.

On July 30, 2024, Incyte announced that it would discontinue further development of the LAG-3 and TIM-3 monoclonal antibodies.

Gilead Option and License Agreement Termination

In December 2018, we entered into a series of agreements with Gilead to collaborate on the development and commercialization of up to five novel I-O therapies.

Pursuant to the collaboration agreements, Gilead received (i) worldwide exclusive rights to AGEN1423, a bispecific antibody, (ii) the exclusive option to license exclusively AGEN1223, a bispecific antibody, and AGEN2373, a monospecific antibody, and (iii) the right of first negotiation for two additional, undisclosed programs.

Gilead had the exclusive right to develop and commercialize AGEN1423, and we were eligible to receive potential development and commercial milestones of up to $ 552.5 million in the aggregate.

In November 2020, Gilead elected to return AGEN1423 to us and voluntarily terminated the license agreement effective as of February 4, 2021.

In October of 2021, Gilead elected to terminate the option to license AGEN1223.

On August 5, 2024 Gilead elected not to exercise the option to license AGEN2373 and the option and license agreement was formally terminated.

During the period of October 1, 2024 through November 8, 2024, we sold 1,763,025 shares of our common stock under the Sales Agreement, totaling net proceeds of approximately $ 7.1 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements