What changed in this filing

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Item 1. Financial Statements

2025-05-12 compared with 2024-11-12 · 194 added, 253 removed, 340 unchanged (57% of the section changed)

3 unchanged sentences

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

September 30, 2024

March 31, 2025

December 31, 2024

5 unchanged sentences

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

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

$ 75,878 and $ 72,553 at March 31, 2025 and December 31, 2024, respectively

Operating lease right-of-use assets

Acquired intangible assets, net of accumulated amortization of $ 17,071 and

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

$ 16,986 at March 31, 2025 and December 31, 2024, respectively

Other long-term assets

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31,620 shares designated, issued, and

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

outstanding at March 31, 2025 and December 31, 2024;

liquidation value

of $ 34,047 at September 30, 2024

of $ 34,155 at March 31, 2025

Common stock, par value $ 0.01 per share;

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26,563,545 and 23,634,670 shares issued and outstanding at

September 30, 2024 and December 31, 2023, respectively

March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

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(Amounts in thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Research and development

Three Months Ended March 31,

Service revenue

5 unchanged sentences

General and administrative

Fair value adjustments

Operating loss

Other income (expense):

Non-operating income

Other expense:

Non-operating expense

Interest expense, net

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Payment of CEO payroll in shares

Issuance of warrants

Issuance of shares for services

Issuance of shares in connection with debt agreement

Vesting of nonvested shares

Exercise of stock options and employee share purchases

Issuance of shares for employee salaries

Retirement of treasury shares

Balance at March 31, 2025

Other comprehensive income

Share-based compensation

Shares sold at the market

Issuance of warrants, net of expenses

Vesting of nonvested shares

Payment of CEO payroll in shares

MiNK private placement stock sale

Exercise of stock options

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.

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Preferred Stock

Treasury Stock

Comprehensive

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Balance at December 31, 2023

Other comprehensive income

Share-based compensation

Shares sold at the market

Issuance of director deferred shares

Issuance of shares for services

Exercise of stock options and employee share purchases

Issuance of subsidiary shares for employee bonus

Issuance of shares for employee bonus

Retirement of treasury shares

Balance at March 31, 2023

Other comprehensive loss

1 unchanged sentence

Shares sold at the market

MiNK stock dividend

MiNK stock purchases

Issuance of subsidiary shares for employee bonus

Issuance of shares for employee bonus

Retirement of treasury shares

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

Exercise of stock options and employee share purchases

Balance at March 31, 2024

See accompanying notes to unaudited condensed consolidated financial statements .

2 unchanged sentences

(Amounts in thousands, except per share amounts)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

4 unchanged sentences

Non-cash interest expense

Loss on disposal of assets, net

Gain on lease terminations

Changes in operating assets and liabilities:

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Purchases of plant and equipment

Proceeds from sale of plant and equipment

Purchase 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 investing activities

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Net proceeds from sale of equity

Net proceeds from sale of subsidiary shares in private placement

Proceeds from Ligand Purchase Agreement, net of expenses

Proceeds from employee stock purchases and option exercises

Proceeds from the issuance of long-term debt, net

Purchase of treasury shares to satisfy tax withholdings

Purchase of subsidiary shares

Payment of long-term debt

Payment of finance lease obligation

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Supplemental disclosures - non-cash activities:

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

Insurance financing agreement

Issuance of stock options for payment of certain employee bonuses

Issuance of common stock, $ 0.01 par value, for payment of certain employee bonuses

Issuance of subsidiary stock options for payment of certain employee bonuses

Issuance of subsidiary shares for certain employee bonuses

Lease right-of-use assets obtained in exchange for new operating lease liabilities

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NOTES TO UNAUDITED CONDENSED CO NSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

Note A – Business, Liquidity and Basis of Presentation

(including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a leading clinical-stage biotechnology company developing therapies targeting cancer with a robust pipeline of immunological agents.

Our mission is to expand patient populations benefiting from cancer immunotherapy through combination approaches, using a broad repertoire of antibody therapeutics, adoptive cell therapies (through our subsidiary MiNK Therapeutics, Inc.

(“MiNK”)), and vaccine adjuvants (through our subsidiary SaponiQx, Inc.

(including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a clinical-stage biotechnology company specializing in discovering and developing therapies to activate the body's immune system against cancer and infections.

Our pipeline includes immune-modulatory antibodies, adoptive cell therapies (via MiNK Therapeutics, Inc.

("MiNK")), and vaccine adjuvants (via SaponiQx, Inc.

("SaponiQx")).

We believe that combination therapies and a deep understanding of each patient’s cancer will significantly expand the patient population benefiting from immuno-oncology (“I-O”) treatments.

In addition to our diverse pipeline, we have established fully integrated capabilities encompassing novel target discovery, antibody generation, cell line development, and current good manufacturing practice ("cGMP") manufacturing.

We believe these integrated capabilities enable us to develop and, if approved, commercialize novel candidates on accelerated timelines compared to industry standards.

Through independent development and strategic partnerships, we leverage our scientific expertise and capabilities to drive innovation in the I-O field.

Our primary focus is immuno-oncology (“I-O”), and our diverse pipeline is supported by our in-house capabilities, including current good manufacturing practice (“cGMP”) manufacturing and a clinical operations platform.

To succeed in I-O, innovation and speed are paramount.

We are a vertically integrated biotechnology company equipped with a suite of technology platforms to advance from novel target identification through manufacturing for clinical trials of antibodies and cell therapies.

By understanding each patient's cancer, we aim to substantially expand the population benefiting from current I-O therapies.

In addition to a diverse pipeline, we have assembled fully integrated end-to-end capabilities including novel target discovery, antibody generation, cell line development and cGMP manufacturing.

Leveraging our science and capabilities, we have established strategic partnerships to advance innovation.

We believe the next generation of cancer treatment will build on clinically validated antibodies targeting CTLA-4 and PD-1 combined with novel immunomodulatory agents designed to address underlying tumor escape mechanisms.

Our I-O portfolio is driven by several platforms and programs, which we plan to utilize individually and in combination:

• Multiple antibody discovery platforms, including proprietary display technologies, to identify future antibody candidates.

• Antibody candidate programs, including our lead assets, botensilimab (a multifunctional immune cell activator and human Fc-enhanced cytotoxic T-lymphocyte antigen 4 (CTLA-4) blocking antibody, also known as AGEN1181) and balstilimab (a programmed death receptor-1 (PD-1) blocking antibody).

• Antibody candidate programs, including our lead assets, botensilimab ("BOT") (a multifunctional immune cell activator and human Fc-enhanced cytotoxic T-lymphocyte antigen 4 (CTLA-4) blocking antibody, also known as AGEN1181) and balstilimab ("BAL") (a programmed death receptor-1 (PD-1) blocking antibody).

• Our saponin-based vaccine adjuvant platform, primarily centered around our STIMULON cultured plant cell (“cpc”) QS-21 adjuvant (“STIMULON cpcQS-21”).

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Our product candidates require successful clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace.

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 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.

Part of our strategy is to develop and commercialize some of our product candidates through arrangements with academic and corporate collaborators and licensees.

Our cash and cash equivalents at March 31, 2025 were $ 18.5 million, a decrease of $ 21.9 million from December 31, 2024 .

Cash and cash equivalents of our subsidiary, MiNK, at December 31, 2024, were $ 4.6 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 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 $ 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.

We have incurred significant losses since our inception in 1994.

As of March 31, 2025, we had an accumulated deficit of $ 2.2 billion.

Based on our current plans and projections, we believe that our cash resources of $ 18.5 million at March 31, 2025, along with additional cash inflows from funding we expect to receive in 2025, will be sufficient to satisfy our critical liquidity requirements through the second quarter of 2026.

To support operations on an ongoing basis we require additional funding.

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

Currently we are in discussions with entities including operating companies and financial entities to provide the additional funding necessary to support our operations through our planned registration and launch strategy for botensilimab/balstilimab.

However, because the completion of cash funding transactions is not entirely within our control, and in accordance with accounting standards, substantial doubt continues to exist 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 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 %.

Garo Armen has elected to receive his base salary and any potential bonus payments in stock rather than cash.

We continuously evaluate the likelihood of success of our programs.

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;

additional third-party agreements;

further royalty monetization;

project financing, and/or sales of equity securities.

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

We expect our sources of funding to include additional out-licensing agreements, asset sales, project financing, and/or sales of equity securities.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S.

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Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for complete annual consolidated financial statements.

GAAP for complete annual

consolidated financial statements.

In the opinion of our management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our financial position and operating results.

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

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.

Operating results for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

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, 2024 filed with the Securities and Exchange Commission (“SEC”).

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The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss) in total stockholders’ deficit.

On April 4, 2024, we executed a reverse stock split of our issued and outstanding common stock, par value $ 0.01 , at a ratio of 1-for-20 with a record date of April 12, 2024 (the “Reverse Stock Split”).

All common share, per share and related information included in the accompanying financial statements and footnote disclosures have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split.

See Note L for further details.

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 September 30, 2024 and 2023, as they would be anti-dilutive (in thousands):

Three and Nine Months Ended September 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 March 31, 2025 and 2024, as they would be anti-dilutive (in thousands):

Three Months Ended March 31,

Stock options

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Note C – Investments

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

September 30, 2024

Cash equivalents consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

December 31, 2024

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 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 nine months ended September 30, 2024 (in thousands):

Balance, December 31, 2023

Effect of foreign currency

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

As a result of the short-term nature of these investments, there were minimal unrealized holding gains or losses for the three months ended March 31, 2025 and 2024.

As of both March 31, 2025 and December 31, 2024, all of the investments listed above were classified as cash equivalents on our condensed consolidated balance sheets.

Note D – Acquired Intangible Assets

Acquired intangible assets consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

As of March 31, 2025

Gross carrying

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The weighted average amortization period of our finite-lived intangible assets is 9 years.

Amortization expense related to acquired intangibles is estimated at $ 0.1 million for the remainder of 2024, $ 0.5 million for the years ending December 31, 2025 and 2026, $ 0.4 million for the year ending December 31, 2027 and $ 0.3 million for the year ending December 31, 2028.

Amortization expense related to acquired intangibles is estimated at $ 0.3 million for the remainder of 2025, $ 0.3 million for the years ending December 31, 2026, 2027 and 2028, and $ 39,000 for the year ending December 31, 2029.

Note E – Debt

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

Debt obligations consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

Debt instrument

September 30,

March 31, 2025

Debt Discount

March 31, 2025

Current Portion:

Long-term Portion:

2015 Subordinated Notes

Promissory Note

Debt instrument

December 31, 2024

Debt Discount

Net balance at

December 31, 2024

Current Portion:

2015 Subordinated Notes

Long-term Portion:

2015 Subordinated Notes

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.

Promissory Note

As of March 31, 2025 and December 31, 2024, the principal amount of our outstanding debt balance was $ 36.0 million and $ 35.2 million, respectively.

Promissory Note

In November 2024, we, through a subsidiary, entered into a promissory note (the “Note”) with Ocean 1181 LLC (the “Lender”) for a loan in an aggregate principal amount of $ 22.0 million (the “Loan”).

The Loan has a two-year term and is principally secured by our manufacturing facility in Berkeley, CA and parcels of land located in Vacaville, CA.

In March 2025, we and the Lender agreed to increase the principal amount under the Note by $ 2.75 million.

As part of the transaction, we reimbursed the Lender for transaction costs and paid a 1 % origination fee, totaling approximately $ 0.3 million.

These amounts are presented net of the liability in our condensed consolidated balance sheets and will be amortized to interest expense over the term of the Loan.

Subordinated Notes

In February 2015, we issued subordinated promissory notes in the aggregate principal amount of $ 14.0 million, of which $ 10.5 million remains outstanding (the “2015 Subordinated Notes”).

In February 2025, we entered into an Amendment to Notes, Amendment of Warrants and Sale of New Warrants (the “Amendment”) with existing noteholders, pursuant to which we:

• extended the maturity date of $ 10.5 million of the 2015 Subordinated Notes from February 20, 2025 to June 20, 2026 ;

• increased the interest rate under the 2015 Subordinated Notes from 8 % to 9 % per annum;

• secured the obligation to pay the 2015 Subordinated Notes by the grant of a subordinate mortgage on our manufacturing facility in Berkeley, CA and parcels of land located in Vacaville, CA;

• extended the expiration date of all 2022 A warrants to purchase shares of the Company’s common stock (the “A Warrants”) and 2022 B warrants to purchase shares of the Company’s common stock (the “B Warrants”) held by such noteholders to purchase a total of 97,500 shares of the Company’s common stock previously issued in 2022 to February 20, 2030 and changed the exercise price to $ 3.25 per share, which represented a 60-day volume weighted average price as of February 14, 2025 (the “Amended A Warrants” and “Amended B Warrants”);

• issued to certain noteholders new warrants to purchase 67,500 shares of the Company’s common stock to expire February 20, 2030, and have an exercise price of $ 3.25 per share, (the “C Warrants” and, together with the Amended A Warrants and the Amended B Warrants, the “New Warrants”);

• committed to registering the New Warrants with the Securities and Exchange Commission within ninety (90) days after February 20, 2025;

• provided that if we conduct a financing of greater than $ 10.0 million at a price per share below $ 3.25 before February 20, 2026, the exercise price on the New Warrants will be reduced to the same price at which such financing was conducted.

This Amendment was accounted for as a debt modification.

As part of the Amendment, we recorded debt discount of approximately $ 0.4 million, representing the fair value of the new and modified warrants.

This amount is presented net of the liability in our condensed consolidated balance sheets and will be amortized to interest expense over the term of the 2015 Subordinated Notes.

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

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

The following table shows the activity within the liability account in the three months ended March 31, 2025 (in thousands):

December 31, 2024 to

September 30, 2024

March 31, 2025

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

Proceeds from sale of future royalties and milestones

Non-cash royalty revenue

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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 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.

During the three months ended March 31, 2025 , we recognized $ 23.6 million of non-cash royalty revenue, and we recorded $ 7.5 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.

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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 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 %.

During the three months ended March 31, 2025 , our estimate of the effective annual interest rate over the remaining life of the agreement decreased to 12.1 %, which results in a life of contract interest rate of 23.8 %.

Ligand Pharmaceuticals

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In consideration for the sale of the Purchased Assets, we received gross proceeds of $ 75.0 million, less $ 0.9 million in reimbursable expenses, on the closing date.

In addition, Ligand has a time-based option to invest an additional $ 25.0 million on a pro rata basis ("Purchaser Upsize Option").

In addition, Ligand has a time-based option to invest an additional $ 25.0 million on a pro rata basis ("Purchaser Upsize Option"), which expires on June 30, 2025.

In connection with the sale of the Purchased Assets, we issued to Ligand a warrant (the "Ligand Warrant") to purchase 867,052 shares of our common stock, at an exercise price equal to $ 17.30 per share.

See Note L - Equity for further detail.

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

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

Liability related to sale of future royalties and milestones

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The Purchaser Upsize Option is considered a freestanding financial instrument as it is separately exercisable and can be legally transferred from the Ligand Purchase Agreement.

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

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 fair value of the Purchaser Upsize Option at March 31, 2025 was approximately $ 69,000 .

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

During the three months ended March 31, 2025, we recorded $ 4.5 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.

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

As of March 31, 2025, our estimate of the effective annual interest rate over the life of the agreement was 24.3 %.

Note G – Accrued and Other Current Liabilities

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

September 30, 2024

Accrued liabilities consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

December 31, 2024

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Research services

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

September 30, 2024

Other current liabilities consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

December 31, 2024

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):

September 30, 2024

March 31, 2025

Quoted Prices in

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Purchaser Upsize Option (Note F)

Contingent purchase price considerations

Contingent purchase price consideration

December 31, 2024

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Long-term investments

Purchaser Upsize Option (Note F)

Contingent purchase price consideration

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

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 $ 69,000 fair value of the Purchaser Upsize Option at March 31, 2025, 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 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 fair values of our contingent purchase price considerations at both March 31, 2025 and December 31, 2024, 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 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.

The fair value of our outstanding debt balance at March 31, 2025 and December 31, 2024 was $ 35.5 million and $ 36.3 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 March 31, 2025 and December 31, 2024 was $ 36.0 million and $ 35.2 million, respectively.

Note I – Revenue from Contracts with Customers

Gilead Collaboration Agreement

On December 20, 2018, we entered into a series of agreements with Gilead Sciences, Inc.

(“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.

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

The termination was effective as of February 4, 2021.

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

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 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 nine months ended September 30, 2024 and 2023, disaggregated by geographic region and revenue type.

The following table presents revenue (in thousands) for the three months ended March 31, 2025 and 2024, 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 September 30, 2024

United States

Rest of World

Other services

Non-cash royalties

Three months ended September 30, 2023

Research and development services

Other services

Clinical product revenue

Recognition of deferred revenue

Non-cash royalties

Nine months ended September 30, 2024

Three months ended March 31, 2025

United States

Rest of World

Clinical product revenue

Other services

Non-cash royalties

Nine months ended September 30, 2023

Research and development services

Three months ended March 31, 2024

Other services

Clinical product revenue

Recognition of deferred revenue

Non-cash royalties

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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):

Nine months ended September 30, 2024

Three months ended March 31, 2025

Balance at beginning of period

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Deferred revenue

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.

During the three months ended March 31, 2025 , 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.

Note J – Share-based Compensation Plans

In June 2024, our stockholders approved an amendment to our Amended and Restated 2019 Equity Incentive Plan (the "2019 EIP") that increased the maximum number of shares of our common stock available for issuance under our 2019 EIP by 3.0 million shares.

We primarily use the Black-Scholes option pricing model to value stock options granted to employees and non-employees, including stock options granted to members of our Board of Directors.

However, the fair value of stock option market-based awards is calculated based on a Monte Carlo simulation as of the date of issuance.

However, the fair value of stock option market-based awards is

calculated based on a Monte Carlo simulation as of the date of issuance.

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 nine months ended September 30, 2024 is presented below:

A summary of option activity for the three months ended March 31, 2025 is presented below:

Outstanding at December 31, 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.

This approval was obtained in June 2024.

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 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.

Outstanding at March 31, 2025

Vested or expected to vest at March 31, 2025

Exercisable at March 31, 2025

The weighted average grant-date fair values of stock options granted during the three months ended March 31, 2025 and 2024 were $ 2.61 and $ 8.82 , respectively.

As of March 31, 2025 , there was approximately $ 10.9 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 1.3 years.

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

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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 nine months ended September 30, 2024 is presented below:

A summary of non-vested stock activity for the three months ended March 31, 2025 is presented below:

Outstanding at December 31, 2024

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,

Outstanding at March 31, 2025

As of March 31, 2025 , there was approximately $ 1.0 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 3.0 years.

During the three months ended March 31, 2025 , 18,365 shares were issued under the 2019 Employee Stock Purchase Plan and 17,268 shares were issued as a result of the vesting of non-vested stock.

The impact on our results of operations from share-based compensation for the three months ended March 31, 2025 and 2024, was as follows (in thousands):

Three Months Ended March 31,

Research and development

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Note K – Restricted Cash

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

As of both March 31, 2025, and December 31, 2024 , we maintained non-current restricted cash of $ 3.6 million.

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):

Nine Months Ended September 30, 2024

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Beginning of Period

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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 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”).

On April 4, 2024, we filed a Certificate of Eighth Amendment (the “Certificate of Amendment”) to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.

Pursuant to the Certificate of Amendment, the Reverse Stock Split became effective at 12:01 a.m., Eastern Time, on April 12, 2024.

As of the opening of trading on April 12, 2024, our common stock began trading on a post-split basis under CUSIP number 00847G 804.

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 Ligand Warrant is exercisable until May 6, 2029 .

During the three months ended March 31, 2025 , we received net proceeds of approximately $ 6.3 million from the sale of approximately 2.8 million shares of our common stock in at-the-market offerings under the Sales Agreement.

Note M – Non-controlling Interest

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

Non-controlling interest recorded in our condensed consolidated financial statements as of March 31, 2025 and December 31, 2024, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own.

March 31, 2025

December 31, 2024

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SaponiQx, Inc.

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

September 30, 2024

Changes in non-controlling interest for the periods ended March 31, 2025 and December 31, 2024, were as follows (in thousands):

March 31, 2025

December 31, 2024

2 unchanged sentences

Sale of subsidiary shares in private placement

Distribution of subsidiary shares to Agenus stockholders

Purchase of subsidiary shares

Issuance of subsidiary shares for employee bonus

Issuance of subsidiary shares for employee stock purchase plan and exercise of options

3 unchanged sentences

Sale of subsidiary shares in private placement

On May 13, 2024, MiNK entered into a Stock Purchase Agreement with a certain investor (the “Purchaser”), pursuant to which MiNK issued and sold an aggregate of 4,640,000 shares of its Common Stock (the “MiNK Common Shares”), at a purchase price of $ 1.25 per share.

In May 2024, MiNK entered into a Stock Purchase Agreement with a certain investor (the “Purchaser”), pursuant to which MiNK issued and sold an aggregate of 464,000 shares of its Common Stock (the “MiNK Common Shares”), at a purchase price of $ 12.50 per share.

The aggregate purchase price paid by the Purchaser for the MiNK Common Shares was approximately $ 5.8 million, net of offering expenses.

The transaction closed on May 14, 2024.

Distribution of subsidiary shares to Agenus stockholders

On March 29, 2023 , our Board of Directors declared a stock dividend (the "Dividend") consisting of an aggregate of 5.0 million shares (the "Dividend Stock") of common stock, par value $ 0.00001 per share, of MiNK held by Agenus to record holders of Agenus' common stock, par value $ 0.01 per share as of the close of business on April 17, 2023 (the "Record Date").

On May 1, 2023 , we paid the Dividend and distributed 0.292 of a share of the Dividend Stock for each share of Agenus common stock outstanding as of the close of business on the Record Date.

No fractional shares were issued in connection with the Dividend and the shareholders of Agenus who were entitled to receive fractional shares of the Dividend Stock received cash (without interest) in lieu of such fractional shares.

Subsequent to the distribution of the Dividend Stock, we maintained a controlling voting interest in MiNK.

Purchase of subsidiary shares

During the year ended December 31, 2023, we purchased 446,494 shares of MiNK common stock in multiple open market transactions.

Note N – Related Party Transactions

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 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.

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(“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.

For the three months ended March 31, 2025 and 2024, we expensed Wolf Greenfield fees totaling approximately $ 97,000 and $ 42,000 , 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

Note O – Segment Information

We are managed and currently operate as four segments.

However, we have concluded that our operating segments meet the criteria required by Accounting Standards Codification (“ASC”) 280 to be aggregated into one reportable segment.

Our operating segments have similar economic characteristics and are similar with respect to the five qualitative characteristics specified in ASC 280.

Accordingly, we have one reportable segment.

Our one reportable segment is focused on the discovery, development and manufacturing of a comprehensive pipeline of immunological agents designed to expand patient populations benefiting from cancer immunotherapy.

Our Chief Executive Officer serves as our Chief Operating Decision Maker (“CODM”) and is responsible for reviewing company performance and making decisions regarding resource allocation.

Our CODM evaluates company performance based on net loss, as included in the Consolidated Statements of Operations and Comprehensive Loss, ensuring resource allocation decisions support company goals.

The measure of segment assets is total assets, as included in the Condensed Consolidated Balance Sheets.

Refer to the condensed consolidated financial statements for other financial information regarding our single reportable segment.

The following table presents selected financial information related to our single reportable segment for the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31,

Operating expenses:

External expenses

Payroll related expenses

Other operating expenses

Operating loss

Other income (expense):

Interest expense

Interest income

Other expense

In the table above, “Other operating expenses” includes items such as depreciation and amortization expense, stock-based compensation expense, fair value adjustments and expenses related to certain foreign subsidiaries.

Note P – Contingencies

In September 2024, a putative securities class action lawsuit captioned In re Agenus Inc.

Securities Litigation, No.

1:24-cv-12299, was filed in the U.S.

District Court for the District of Massachusetts (the “Court”) against the Company and certain of its executives and directors.

The Court appointed a lead plaintiff pursuant to the Private Securities Litigation Reform Act, and the lead plaintiff filed an amended complaint on February 7, 2025.

The amended complaint alleges that Agenus, three of its current officers,

and one member of its advisory board 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 lead plaintiff seeks to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023, and July 17, 2024, and seeks damages and interest, and an award of costs, including attorneys’ fees.

The defendants filed a motion to dismiss the amended complaint on April 8, 2025, which motion remains pending.

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

The Company has been served with four derivative actions filed in the Court between November 2024 and January 2025 by purported stockholders.

The actions name certain of the Company’s executives and directors and allege that the defendants made false or misleading statements and omissions of material fact related to the efficacy and commercial prospects of botensilimab and balstilimab.

On May 2, 2025, the Court consolidated the four actions in Case No.

1:24-cv-12823 and stayed all deadlines pending future developments in the securities class action.

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

In September 2024, we received a subpoena from the Boston Regional Office of the U.S.

Securities and Exchange Commission seeking records relating to certain of our product candidates, correspondence with the FDA, public disclosure, and other matters.

We have produced records pursuant to the subpoena.

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

Note Q – Recent Accounting Pronouncements

Recently Issued, Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

ASU 2023-07 requires incremental annual and quarterly disclosures about segment measures of profit or loss as well as significant segment expenditures.

It also requires public entities with a single reportable segment to provide all segment disclosures required by the amendments and all existing segment disclosures in Topic 280.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

As we have a single reportable segment, we expect the adoption of this standard to result in increased disclosures in the notes to our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

ASU 2023-09 requires incremental annual disclosures around income tax rate reconciliations, income taxes paid and other related disclosures.

For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for any annual periods for which financial statements have not been issued or made available for issuance.

For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and is applicable for disclosures in our Annual Report on Form 10-K beginning with the year ending December 31, 2025.

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 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

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE).

This new guidance requires all public entities to incorporate disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

Public entities must adopt ASU 2024-03 prospectively for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption and retrospective application are permitted.

We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements.

No other new accounting pronouncement issued or effective during the three months ended March 31, 2025 had or is expected to have a material impact on our consolidated financial statements or disclosures.

Note R – Subsequent Events

At the Market Offerings

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.

During the period of April 1, 2025 through May 6, 2025, we sold approximately 619,000 shares of our common stock under the Sales Agreement, totaling net proceeds of approximately $ 1.3 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