Legal Proceedings
−Removed: In September 2024, a putative securities class action lawsuit was commenced in the U.S.
−Removed: District Court for the District of Massachusetts naming as defendants Agenus and three current officers.
−Removed: 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.
−Removed: The plaintiff seeks to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023, and July 17, 2024.
−Removed: The plaintiff seeks damages and interest, and an award of costs, including attorneys’ fees.
+Added: In September 2024, a putative securities class action lawsuit captioned In re Agenus Inc.
+Added: Securities Litigation, No.
+Added: 1:24-cv-12299, was filed in the U.S.
+Added: District Court for the District of Massachusetts (the “Court”) against the Company and certain of its executives and directors.
+Added: 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.
+Added: 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.
+Added: 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.
We have not recorded any accrual for a contingent liability associated with these legal proceedings.
−Removed: In September 2024, we received a subpoena from the Boston Regional Office of the U.S.
−Removed: Securities and Exchange Commission seeking records relating to certain of our product candidates, correspondence with the FDA, public disclosure, and other matters.
+Added: The Company has been served with four derivative actions filed in the Court between November 2024 and January 2025 by purported stockholders.
+Added: The actions name certain of the Company’s executives and directors and allege that defendants made false or misleading statements and omissions of material fact related to the efficacy and commercial prospects of botensilimab and balstilimab.
+Added: Plaintiffs seek an award of damages and an order directing the Company to reform and improve its corporate governance and internal procedures.
+Added: On May 2, 2025, the Court consolidated the four actions in Case No.
+Added: 1:24-cv-12823 and stayed all deadlines pending future developments in the securities class action.
+Added: In September 2024, the Company received a subpoena from the Boston Regional Office of the U.S.
+Added: Securities and Exchange Commission (the “SEC”) 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.
+Added: At this time, the Company cannot predict the outcome of the SEC’s investigation.
We are not currently a party to any other material legal proceedings.
3 unchanged sentences
Our results of operations and financial condition are subject to numerous risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
−Removed: There have been no material changes to the risk factors described in Part I, Item 1A "Risk Factors" of our 2023 Form 10-K and Part II, Item 1A "Risk Factors" of our Q2 2024 Form 10-Q.
+Added: There have been no material changes to the risk factors described in Part I, Item 1A "Risk Factors" of our 2024 Form 10-K.
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.