What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-12 · 162 added, 100 removed, 434 unchanged (38% of the section changed)

3 unchanged sentences

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

March 31, 2025

June 30, 2025

December 31, 2024

5 unchanged sentences

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

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

$ 74,782 and $ 72,553 at June 30, 2025 and December 31, 2024, respectively

Operating lease right-of-use assets

Acquired intangible assets, net of accumulated amortization of $ 17,156 and

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

$ 16,986 at June 30, 2025 and December 31, 2024, respectively

Other long-term assets

17 unchanged sentences

31,620 shares designated, issued, and

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

outstanding at June 30, 2025 and December 31, 2024;

liquidation value

of $ 34,155 at March 31, 2025

of $ 34,209 at June 30, 2025

Common stock, par value $ 0.01 per share;

1 unchanged sentence

30,004,430 and 23,634,670 shares issued and outstanding at

March 31, 2025 and December 31, 2024, respectively

June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

9 unchanged sentences

(Amounts in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

Service revenue

5 unchanged sentences

General and administrative

Fair value adjustments

Operating loss

Other expense:

Non-operating expense

Other income (expense):

Non-operating income (expense)

Interest expense, net

9 unchanged sentences

Basic and diluted

Other comprehensive loss:

Foreign currency translation loss

Other comprehensive loss

Other comprehensive income (loss):

Foreign currency translation income (loss)

Other comprehensive income (loss)

Comprehensive loss

21 unchanged sentences

Balance at March 31, 2025

Other comprehensive loss

Share-based compensation

Shares sold at the market

Payment of CEO payroll in shares

Issuance of shares for services

Issuance of shares in connection with debt agreement

Vesting of nonvested shares

Issuance of shares for employee salaries

Retirement of treasury shares

Balance at June 30, 2025

See accompanying notes to unaudited condensed consolidated financial statements.

14 unchanged sentences

Balance at March 31, 2024

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

See accompanying notes to unaudited condensed consolidated financial statements .

2 unchanged sentences

(Amounts in thousands, except per share amounts)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Non-cash interest expense

Loss on sale or disposal of assets, net

Gain on lease terminations

Changes in operating assets and liabilities:

8 unchanged sentences

Purchases of plant and equipment

Proceeds from sale of plant and equipment

Proceeds from sale of long-term investment

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

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

5 unchanged sentences

Effect of exchange rate changes on cash

Net decrease in cash, cash equivalents and restricted cash

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

Cash, cash equivalents and restricted cash, beginning of period

4 unchanged sentences

Insurance financing agreement

Issuance of stock options for payment of certain employee bonuses

Issuance of subsidiary stock options for payment of certain employee bonuses

4 unchanged sentences

NOTES TO UNAUDITED CONDENSED CO NSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Note A – Business, Liquidity and Basis of Presentation

9 unchanged sentences

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.

We believe the next generation of cancer treatment will build on clinically validated antibodies targeting cytotoxic T-lymphocyte antigen 4 (“CTLA-4”) and programmed death receptor-1s (“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 ("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).

• Antibody candidate programs, including our lead assets, botensilimab ("BOT") (a multifunctional immune cell activator and human Fc-enhanced CTLA-4 blocking antibody, also known as AGEN1181) and balstilimab ("BAL") (a 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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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.

Our cash and cash equivalents at June 30, 2025 were $ 9.5 million, a decrease of $ 30.9 million from December 31, 2024 .

Subsequent to quarter end, we received $ 5.2 million from sales of our common stock in at the market offerings, and we anticipate receiving $ 75.0 million upfront plus a $ 16.0 million equity investment from the closing of our agreements with Zydus Lifesciences Ltd and its affiliates, during the third quarter.

Cash and cash equivalents of our subsidiary, MiNK, at March 31, 2025, were $ 3.2 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.

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.

As of June 30, 2025, we had an accumulated deficit of $ 2.2 billion and $ 10.5 million of subordinated notes maturing in June 2026 .

Based on our current plans and projections, we believe that our cash resources of $ 9.5 million at June 30, 2025, along with the post-quarter cash infusions noted above and additional cash inflows from funding we expect to receive in 2025, will be sufficient to satisfy our critical liquidity requirements through 2026.

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

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

Operating results for the six months ended June 30, 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.

Zydus Transaction

On June 3, 2025, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Zydus Pharmaceuticals (USA) Inc.

(“Zydus”), a wholly owned subsidiary of Zydus Lifesciences Limited, for the sale to Zydus of substantially all of the assets comprising our manufacturing operations, including both owned and leased assets (the “Purchased Assets”).

As consideration for the sale of the Purchased Assets, Zydus will pay us $ 75.0 million at closing (less costs related to closing).

The Purchase Agreement also includes contingent payments of up to an additional $ 50.0 million that may be earned based on usage by Agenus of Zydus’ manufacturing business during the 36-month period following the closing.

We also entered into a license agreement with Zydus (the “License Agreement”) under which, upon closing of the Purchase Agreement, Zydus will receive an exclusive license to develop, manufacture and commercialize botensilimab and balstilimab in India and Sri Lanka (the “Territory”) in exchange for a royalty on net sales at a rate of 5 %, as may be adjusted by the occurrence of certain contingencies, for a period ending at the later of the expiration of our patent rights in a given country in the Territory or 10 years following first commercial sale in such country.

Additionally, in connection with the Purchase Agreement, we and Zynext Ventures USA LLC (“Zynext”), an indirect wholly-owned subsidiary of Zydus Lifesciences Limited, entered into a Securities Purchase Agreement (the “SPA” and together with the License Agreement and Purchase Agreement the “Zydus Agreements”), pursuant to which Zynext agreed to purchase 2,133,333 shares of our common stock for an aggregate purchase price of approximately $ 16.0 million, or $ 7.50 per share.

The Purchase Agreement contains customary representations, warranties and agreements by us and Zydus, indemnification obligations of the parties and certain other obligations of the parties.

Closing of the transaction is subject to customary conditions, including receipt of all required government approvals, as well as the entry into a contract manufacturing agreement (under which we will use Zydus for agreed manufacturing needs), the SPA and the License Agreement.

We anticipate the Zydus Agreements will close in quarter ending September 30, 2025, as such, the impact of the Zydus Agreements is not reflected in our condensed consolidated financial statements as of and for the three and six months ended June 30, 2025.

We do not currently have title to a substantial portion of leased manufacturing equipment included in the Purchased Assets and as such, the Purchased Assets are not available for immediate sale in their present condition.

This precludes the Purchased Assets from being classified as held for sale in our condensed consolidated financial statements as of and for the three and six months ended June 30, 2025.

We are currently in active negotiations to obtain title before the closing of the Purchase Agreement.

Note B – Net Loss Per Share

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Diluted loss per common share is calculated by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares and convertible preferred stock.

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 March 31, 2025 and 2024, as they would be anti-dilutive (in thousands):

Three Months Ended March 31,

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, 2025 and 2024, as they would be anti-dilutive (in thousands):

Three and Six Months Ended June 30,

Stock options

2 unchanged sentences

Note C – Investments

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

March 31, 2025

Cash equivalents consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 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 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.

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, 2025 and 2024.

As of both June 30, 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

Acquired intangible assets consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

As of June 30, 2025

Gross carrying

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Note E – Debt

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

Debt obligations consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

Debt instrument

March 31, 2025

June 30, 2025

Debt Discount

March 31, 2025

June 30, 2025

Current Portion:

Long-term Portion:

2015 Subordinated Notes

Long-term Portion:

Promissory Note

9 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, the principal amount of our outstanding debt balance was $ 35.8 million and $ 35.2 million, respectively.

Promissory Note

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

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

The following table shows the activity within the liability account in the six months ended June 30, 2025 (in thousands):

December 31, 2024 to

March 31, 2025

June 30, 2025

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

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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 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.

During the six months ended June 30, 2025 , we recognized $ 48.4 million of non-cash royalty revenue, and we recorded $ 15.5 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 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 %.

During the six months ended June 30, 2025 , our estimate of the effective annual interest rate over the remaining life of the agreement decreased to 13.5 %, which results in a life of contract interest rate of 23.8 %.

Ligand Pharmaceuticals

In May 2024, we and certain wholly-owned subsidiaries, entered into a Purchase and Sale Agreement (the "Ligand Purchase Agreement") with Ligand Pharmaceuticals Incorporated ("Ligand").

Pursuant to the terms of the Ligand Purchase Agreement, Ligand will receive (i) 31.875 % of the development, regulatory and commercial milestone payments we were then eligible to receive under our agreements with Bristol-Myers Squibb Company ("BMS"), UroGen Pharma Ltd., Gilead Sciences, Inc.

Pursuant to the terms of the Ligand Purchase Agreement, Ligand

will receive (i) 31.875 % of the development, regulatory and commercial milestone payments we were then eligible to receive under our agreements with Bristol-Myers Squibb Company ("BMS"), UroGen Pharma Ltd., Gilead Sciences, Inc.

("Gilead"), Merck Sharpe & Dohme and Incyte Corporation ("Incyte"), (the “Covered License Agreements”) (ii) 18.75 % of the royalties the Company receives under the Covered License Agreements;

and (iii) a 2.625 % synthetic royalty on worldwide net sales of botensilimab and balstilimab (collectively the “Purchased Assets”).

In the event that we relicense the programs in the Covered License Agreements, Ligand would retain its economic interest in any new agreement.

The total amounts payable to Ligand are subject to a 50 % reduction in the event total payments to Ligand exceed a specified return hurdle.

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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"), which expires on June 30, 2025.

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

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As a result of our significant continuing involvement in the generation of the cash flows of the Purchased Assets, we are required to account for $ 63.9 million of the proceeds from this transaction as a liability on our condensed consolidated balance sheet that will be recognized into revenue in proportion to the royalty and milestone payments paid to Ligand over the estimated life of the Ligand Purchase Agreement.

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 March 31, 2025 was approximately $ 69,000 .

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

As such, it was accounted for as a written option which was 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 June 30, 2025 was nil as it expired unexercised.

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 months ended March 31, 2025, we recorded $ 4.5 million of non-cash interest expense related to the Ligand Purchase Agreement.

During the six months ended June 30, 2025, we recorded $ 8.7 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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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 March 31, 2025, our estimate of the effective annual interest rate over the life of the agreement was 24.3 %.

As of June 30, 2025, our estimate of the effective annual interest rate over the life of the Ligand Purchase Agreement decreased to 21.0 %, which results in a life of contract interest rate of 21.4 %.

Note G – Accrued and Other Current Liabilities

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

March 31, 2025

Accrued liabilities consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025

December 31, 2024

2 unchanged sentences

Research services

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

March 31, 2025

Other current liabilities consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025

December 31, 2024

2 unchanged sentences

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

March 31, 2025

June 30, 2025

Quoted Prices in

2 unchanged sentences

Long-term investments

Purchaser Upsize Option (Note F)

Contingent purchase price consideration

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Long-term investments are included in "Other long-term assets" in our condensed consolidated balance sheets.

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

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 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.

The fair values of our contingent purchase price considerations at both June 30, 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.

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 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.

The fair value of our outstanding debt balance at June 30, 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 June 30, 2025 and December 31, 2024 was $ 35.8 million and $ 35.2 million, respectively.

Note I – Revenue from Contracts with Customers

Disaggregation of Revenue

The following table presents revenue (in thousands) for the three months ended March 31, 2025 and 2024, disaggregated by geographic region and revenue type.

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

Three months ended June 30, 2025

United States

Rest of World

Clinical product revenue

Other services

Non-cash royalties

Three months ended March 31, 2024

Three months ended June 30, 2024

Clinical product revenue

Other services

Non-cash royalties

Six months ended June 30, 2025

United States

Rest of World

Clinical product revenue

Other services

Non-cash royalties

Six months ended June 30, 2024

Clinical product revenue

Other services

Non-cash royalties

Contract Balances

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

Three months ended March 31, 2025

Six months ended June 30, 2025

Balance at beginning of period

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Deferred revenue

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.

During the six months ended June 30, 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 2025, 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 7.0 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 three months ended March 31, 2025 is presented below:

A summary of option activity for the six months ended June 30, 2025 is presented below:

Outstanding at December 31, 2024

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.

Outstanding at June 30, 2025

Vested or expected to vest at June 30, 2025

Exercisable at June 30, 2025

The weighted average grant-date fair values of stock options granted during the six months ended June 30, 2025 and 2024 were $ 2.90 and $ 11.53 , respectively.

During the six months ended June 30, 2025, 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 June 18, 2025.

In May 2025, 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 2025.

Accordingly, these awards have a grant date of June 2025, with an exercise price as of the date the Board of Director's approved the awards in May 2025.

As of June 30, 2025 , there was approximately $ 8.6 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 1.2 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 three months ended March 31, 2025 is presented below:

A summary of non-vested stock activity for the six months ended June 30, 2025 is presented below:

Outstanding at December 31, 2024

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,

Outstanding at June 30, 2025

As of June 30, 2025 , there was approximately $ 1.2 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 2.4 years.

During the six months ended June 30, 2025 , 18,365 shares were issued under the 2019 Employee Stock Purchase Plan and 94,340 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 and six months ended June 30, 2025 and 2024, was as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

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Note K – Restricted Cash

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

As of both June 30, 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):

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Six Months Ended June 30, 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 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.

During the three and six months ended June 30, 2025 , we received net proceeds of approximately $ 12.2 million and $ 18.6 million from the sale of approximately 3.1 million and 5.9 million shares, respectively, 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 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

Non-controlling interest recorded in our condensed consolidated financial statements as of June 30, 2025 and December 31, 2024, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own.

June 30, 2025

December 31, 2024

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SaponiQx, Inc.

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

March 31, 2025

Changes in non-controlling interest for the periods ended June 30, 2025 and December 31, 2024, were as follows (in thousands):

June 30, 2025

December 31, 2024

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

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

For the three and six months ended June 30, 2025, we expensed Wolf Greenfield fees totaling approximately $ 66,000 and $ 162,000 , respectively, and for the three and six months ended June 30, 2024, we expensed Wolf Greenfield fees totaling approximately $ 57,000 and $ 99,000 , 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.

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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.

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,

The following table presents selected financial information related to our single reportable segment for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

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Interest income

Other expense

Other income (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.

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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 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.

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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.

No other new accounting pronouncement issued or effective during the six months ended June 30, 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 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.

During the period of July 1, 2025 through August 7, 2025, we sold approximately 787,000 shares of our common stock under the Sales Agreement, totaling net proceeds of approximately $ 5.2 million.

MiNK Therapeutics Ownership

In July 2025, our ownership percentage of MiNK dropped below 50 %, resulting in a loss of control.

As a result, MiNK will no longer be consolidated in our consolidated financial statements.

We are currently evaluating the financial statement impact and expect the loss of control to be reflected in our consolidated financial statements for the period ending September 30, 2025.

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