AGENUS INC 10-Q

Item 1. Financial Statements AGENUS INC. AND SUBSIDIARIES CONDENSED CONSOLIDA TED BALANCE SHEETS (Amounts in thousands, except share and per share amounts) June 30, 2025 (unaudited) December 31, 2024 ASSETS Cash and cash equivalents $ 9,534 $ 40,437 Accounts receivable 709 407 Prepaid expenses 1,337 2,315 Other current assets 1,760 2,415 Total current assets 13,340 45,574 Property, plant and equipment, net of accumulated amortization and depreciation of $ 74,782 and $ 72,553 at June 30, 2025 and December 31, 2024, respectively 112,722 120,087 Operating lease right-of-use assets 26,421 27,308 Goodwill 24,092 24,092 Acquired intangible assets, net of accumulated amortization of $ 17,156 and $ 16,986 at June 30, 2025 and December 31, 2024, respectively 3,206 3,376 Other long-term assets 5,440 5,834 Total assets $ 185,221 $ 226,271 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current portion, long-term debt $ 10,721 $ 2,698 Current portion, liability related to sale of future royalties and milestones 103,703 111,978 Current portion, deferred revenue 45 31 Current portion, operating lease liabilities 2,496 2,446 Accounts payable 74,396 61,470 Accrued liabilities 39,311 34,961 Other current liabilities 3,891 7,817 Total current liabilities 234,563 221,401 Long-term debt, net of current portion 23,151 30,473 Liability related to sale of future royalties and milestones, net of current portion 208,526 224,389 Deferred revenue, net of current portion 1,143 1,143 Operating lease liabilities, net of current portion 53,394 54,551 Other long-term liabilities 752 738 Commitments and contingencies STOCKHOLDERS’ DEFICIT Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at June 30, 2025 and December 31, 2024; liquidation value of $ 34,209 at June 30, 2025 0 0 Common stock, par value $ 0.01 per share; 800,000,000 shares authorized; 30,004,430 and 23,634,670 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively 300 236 Additional paid-in capital 1,882,704 1,857,662 Accumulated other comprehensive loss ( 1,504 ) ( 1,398 ) Accumulated deficit ( 2,236,101 ) ( 2,182,880 ) Total stockholders’ deficit attributable to Agenus Inc. ( 354,601 ) ( 326,380 ) Non-controlling interest 18,293 19,956 Total stockholders’ deficit ( 336,308 ) ( 306,424 ) Total liabilities and stockholders’ deficit $ 185,221 $ 226,271 See accompanying notes to unaudited condensed consolidated financial statements. 2 AGENUS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS O F OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Amounts in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue: Research and development $ 334 $ 267 $ 334 $ 267 Service revenue 526 660 1,036 898 Non-cash royalty revenue related to the sale of future royalties 24,831 22,582 48,387 50,349 Total revenues 25,691 23,509 49,757 51,514 Operating expenses: Cost of service revenue ( 243 ) ( 115 ) ( 380 ) ( 222 ) Research and development ( 26,710 ) ( 36,771 ) ( 48,231 ) ( 80,696 ) General and administrative ( 15,518 ) ( 16,816 ) ( 31,237 ) ( 33,672 ) Fair value adjustments 69 — 69 — Operating loss ( 16,711 ) ( 30,193 ) ( 30,022 ) ( 63,076 ) Other income (expense): Non-operating income (expense) ( 12 ) 7,141 ( 276 ) 6,036 Interest expense, net ( 13,289 ) ( 31,745 ) ( 26,084 ) ( 61,211 ) Net loss ( 30,012 ) ( 54,797 ) ( 56,382 ) ( 118,251 ) Dividends on Series A-1 convertible preferred stock ( 54 ) ( 54 ) ( 108 ) ( 107 ) Less: net loss attributable to non-controlling interest ( 2,057 ) ( 1,716 ) ( 3,161 ) ( 3,284 ) Net loss attributable to Agenus Inc. common stockholders $ ( 28,009 ) $ ( 53,135 ) $ ( 53,329 ) $ ( 115,074 ) Per common share data: Basic and diluted net loss attributable to Agenus Inc. common stockholders $ ( 1.00 ) $ ( 2.52 ) $ ( 2.03 ) $ ( 5.56 ) Weighted average number of Agenus Inc. common shares outstanding: Basic and diluted 28,117 21,062 26,303 20,715 Other comprehensive income (loss): Foreign currency translation income (loss) $ ( 36 ) $ 70 $ ( 106 ) $ ( 46 ) Other comprehensive income (loss) ( 36 ) 70 ( 106 ) ( 46 ) Comprehensive loss $ ( 28,045 ) $ ( 53,065 ) $ ( 53,435 ) $ ( 115,120 ) See accompanying notes to unaudited condensed consolidated financial statements. 3 AGENUS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Unaudited) (Amounts in thousands) Series A-1 Convertible Preferred Stock Common Stock Treasury Stock Number of Shares Par Value Number of Shares Par Value Additional Paid-In Capital Number of Shares Amount Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Accumulated Deficit Total Balance at December 31, 2024 32 $ 0 23,635 $ 236 $ 1,857,662 — $ — $ ( 1,398 ) $ 19,956 $ ( 2,182,880 ) ( 306,424 ) Net loss — — — — — — — — ( 1,104 ) ( 25,266 ) ( 26,370 ) Other comprehensive loss — — — — — — — ( 70 ) — — ( 70 ) Share-based compensation — — — — 2,587 — — — 597 — 3,184 Shares sold at the market — — 2,783 28 6,315 — — — — — 6,343 Payment of CEO payroll in shares — — 33 1 88 — — — — — 89 Issuance of warrants — — — — 398 — — — — — 398 Issuance of shares for services — — 11 — 39 — — — — — 39 Issuance of shares in connection with debt agreement — — 66 1 219 — — — — — 220 Vesting of nonvested shares — — 1 — — — — — — — — Exercise of stock options and employee share purchases — — 18 — 43 — — — 1 — 44 Issuance of shares for employee salaries — — 24 — 171 ( 8 ) ( 22 ) — — — 149 Retirement of treasury shares — — ( 8 ) — ( 22 ) 8 22 — — — — Balance at March 31, 2025 32 $ 0 26,563 $ 266 $ 1,867,500 — $ — $ ( 1,468 ) $ 19,450 $ ( 2,208,146 ) $ ( 322,398 ) Net loss — — — — — — — — ( 2,057 ) ( 27,955 ) ( 30,012 ) Other comprehensive loss — — — — — — — ( 36 ) — — ( 36 ) Share-based compensation — — — — 2,438 — — — 900 — 3,338 Shares sold at the market — — 3,136 31 12,186 — — — — — 12,217 Payment of CEO payroll in shares — — 40 — 114 — — — — — 114 Issuance of shares for services — — 9 — 26 — — — — — 26 Issuance of shares in connection with debt agreement — — 179 2 402 — — — — — 404 Vesting of nonvested shares — — 15 — — — — — — — — Issuance of shares for employee salaries — — 91 1 103 ( 29 ) ( 65 ) — — — 39 Retirement of treasury shares — — ( 29 ) — ( 65 ) 29 65 — — — — Balance at June 30, 2025 32 $ 0 30,004 $ 300 $ 1,882,704 — $ — $ ( 1,504 ) $ 18,293 $ ( 2,236,101 ) $ ( 336,308 ) See accompanying notes to unaudited condensed consolidated financial statements. 4 AGENUS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Unaudited) (Amounts in thousands) Series A-1 Convertible Preferred Stock Common Stock Number of Shares Par Value Number of Shares Par Value Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Accumulated Deficit Total Balance at December 31, 2023 32 $ 0 19,718 $ 197 $ 1,796,095 $ ( 955 ) $ 11,949 $ ( 1,955,668 ) $ ( 148,382 ) Net loss — — — — — — ( 1,568 ) ( 61,886 ) ( 63,454 ) Other comprehensive loss — — — — — ( 116 ) — — ( 116 ) Share-based compensation — — — — 3,477 — 719 — 4,196 Shares sold at the market — — 1,249 13 17,158 — — — 17,171 Payment of CEO payroll in shares — — 7 — 89 — — — 89 Vesting of nonvested shares — — 8 — — — — — — Exercise of stock options and employee share purchases — — 12 — 166 — 7 — 173 Balance at March 31, 2024 32 $ 0 20,994 $ 210 $ 1,816,985 $ ( 1,071 ) $ 11,107 $ ( 2,017,554 ) $ ( 190,323 ) Net loss — — — — — — ( 1,716 ) ( 53,081 ) ( 54,797 ) Other comprehensive income — — — — — 70 — — 70 Share-based compensation — — — — 8,449 — 841 — 9,290 Shares sold at the market — — 117 1 1,989 — — — 1,990 Issuance of warrants, net of expenses — — — — 6,983 — — — 6,983 Vesting of nonvested shares — — 2 — — — — — — Payment of CEO payroll in shares — — 11 — 114 — — — 114 MiNK private placement stock sale — — — — ( 4,434 ) — 10,234 — 5,800 Exercise of stock options — — 2 — 28 — 6 — 34 Balance at June 30, 2024 32 $ 0 21,126 $ 211 $ 1,830,114 $ ( 1,001 ) $ 20,472 $ ( 2,070,635 ) $ ( 220,839 ) See accompanying notes to unaudited condensed consolidated financial statements . 5 AGENUS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS (Unaudited) (Amounts in thousands, except per share amounts) Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net loss $ ( 56,382 ) $ ( 118,251 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 6,371 6,737 Share-based compensation 7,067 8,185 Non-cash royalty revenue ( 48,387 ) ( 50,349 ) Non-cash interest expense 25,681 61,263 Loss on sale or disposal of assets, net 929 9 Gain on lease terminations — ( 5,475 ) Other, net 255 1,056 Changes in operating assets and liabilities: Accounts receivable ( 232 ) 25,121 Prepaid expenses 980 5,890 Accounts payable 12,706 ( 8,718 ) Deferred revenue 1 ( 9 ) Accrued liabilities and other current liabilities 4,230 ( 386 ) Other operating assets and liabilities 941 ( 1,444 ) Net cash used in operating activities ( 45,840 ) ( 76,371 ) Cash flows from investing activities: Purchases of plant and equipment ( 6 ) ( 496 ) Proceeds from sale of plant and equipment 282 — Proceeds from sale of long-term investment 62 488 Net cash provided by (used in) investing activities 338 ( 8 ) Cash flows from financing activities: Net proceeds from sale of equity 18,560 19,161 Net proceeds from sale of subsidiary shares in private placement — 5,800 Proceeds from Ligand Purchase Agreement, net of expenses — 73,851 Proceeds from employee stock purchases and option exercises 44 207 Proceeds from the issuance of long-term debt, net 2,500 — Purchase of treasury shares to satisfy tax withholdings ( 87 ) — Payment of long-term debt ( 2,500 ) — Payment of finance lease obligation ( 3,981 ) ( 5,106 ) Net cash provided by financing activities 14,536 93,913 Effect of exchange rate changes on cash 63 44 Net increase (decrease) in cash, cash equivalents and restricted cash ( 30,903 ) 17,578 Cash, cash equivalents and restricted cash, beginning of period 44,071 79,779 Cash, cash equivalents and restricted cash, end of period $ 13,168 $ 97,357 Supplemental cash flow information: Cash paid for interest $ 645 $ 1,193 Supplemental disclosures - non-cash activities: Insurance financing agreement $ 552 $ 612 Issuance of stock options for payment of certain employee bonuses — 4,966 Issuance of subsidiary stock options for payment of certain employee bonuses — 540 Lease right-of-use assets obtained in exchange for new operating lease liabilities 107 105 Lease right-of-use assets obtained in exchange for new finance lease liabilities — 122 See accompanying notes to unaudited condensed consolidated financial statements. 6 AGENUS INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CO NSOLIDATED FINANCIAL STATEMENTS June 30, 2025 Note A – Business, Liquidity and Basis of Presentation Agenus 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")). 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 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 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”). • A pipeline of novel allogeneic invariant natural killer T cell therapies for treating cancer and other immune-mediated diseases, controlled by MiNK. Our business activities include product research, preclinical and clinical development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of our collaborations. 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 through arrangements with academic and corporate collaborators and licensees. 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 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. 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 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. 7 The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. 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 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”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. For our foreign subsidiaries, the local currency is the functional currency. Assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while revenues and expenses are translated into U.S. dollars using average exchange rates during the period. 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 Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Amended and Restated Directors’ Deferred Compensation Plan, or “DDCP”). 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 8 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, 2025 2024 Warrants 1,032 965 Stock options 5,242 3,367 Non-vested shares 1,313 38 Series A-1 convertible preferred stock 17 17 Note C – Investments Cash equivalents consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands): June 30, 2025 December 31, 2024 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 2,591 $ 2,591 $ 6,954 $ 6,954 Total $ 2,591 $ 2,591 $ 6,954 $ 6,954 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 June 30, 2025 and December 31, 2024 (in thousands): As of June 30, 2025 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7 - 15 years $ 16,841 $ ( 15,692 ) $ 1,149 Trademarks 4 - 4.5 years 882 ( 882 ) — Other 2 - 7 years 582 ( 582 ) — In-process research and development Indefinite 2,057 — 2,057 Total $ 20,362 $ ( 17,156 ) $ 3,206 As of December 31, 2024 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7 - 15 years $ 16,841 $ ( 15,522 ) $ 1,319 Trademarks 4 - 4.5 years 882 ( 882 ) — Other 2 - 7 years 582 ( 582 ) — In-process research and development Indefinite 2,057 — 2,057 Total $ 20,362 $ ( 16,986 ) $ 3,376 The weighted average amortization period of our finite-lived intangible assets is 9 years. Amortization expense related to acquired intangibles is estimated at $ 0.2 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. 9 Note E – Debt Debt obligations consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands): Debt instrument Principal at June 30, 2025 Unamortized Debt Discount Balance at June 30, 2025 Current Portion: 2015 Subordinated Notes $ 10,500 $ ( 297 ) $ 10,203 Debentures 146 — 146 Other 372 — 372 Long-term Portion: Promissory Note 24,750 ( 1,599 ) 23,151 Total $ 35,768 $ ( 1,896 ) $ 33,872 Debt instrument Balance at December 31, 2024 Unamortized Debt Discount Net balance at December 31, 2024 Current Portion: 2015 Subordinated Notes $ 2,471 $ — $ 2,471 Debentures 146 — 146 Other 81 — 81 Long-term Portion: 2015 Subordinated Notes 10,500 — 10,500 Promissory Note 22,000 ( 2,027 ) 19,973 Total $ 35,198 $ ( 2,027 ) $ 33,171 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 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”); 10 • 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; and • 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 six months ended June 30, 2025 (in thousands): Period from December 31, 2024 to June 30, 2025 Liability related to sale of future royalties and milestones - beginning balance $ 337,539 Non-cash royalty revenue ( 48,387 ) Non-cash interest expense recognized 24,184 Liability related to sale of future royalties and milestones - ending balance 313,336 Less: unamortized transaction costs ( 1,107 ) Liability related to sale of future royalties and milestones, net $ 312,229 Healthcare Royalty Partners In January 2018, we, through our wholly-owned subsidiary Antigenics, LLC (“Antigenics”), entered into a Royalty Purchase Agreement (the “HCR Royalty Purchase Agreement”) with Healthcare Royalty Partners III, L.P. and certain of its affiliates (collectively, “HCR”). Pursuant to the terms of the HCR Royalty Purchase Agreement, we sold to HCR 100 % of Antigenics’ worldwide rights to receive royalties from GlaxoSmithKline (“GSK”) on sales of GSK’s vaccines containing our STIMULON QS-21 adjuvant. At closing, we received gross proceeds of $ 190.0 million from HCR. Although we sold all of our rights to receive royalties on sales of GSK’s vaccines containing QS-21, as a result of our obligation to HCR, we are required to account for the $ 190.0 million in proceeds from this transaction as a liability on our condensed consolidated balance sheet that will be recognized into revenue in proportion to the royalty payments from GSK to HCR over the estimated life of the HCR Royalty Purchase Agreement. The liability is classified between the current and non-current portion of liability related to sale of future royalties and milestones in the condensed consolidated balance sheets based on the estimated royalty payments to be received by HCR in the next 12 months from the financial statement reporting date. During the six months ended June 30, 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. To determine the amortization of the recorded liability, we are required to estimate the total amount of future royalty payments to be received by HCR. The sum of these amounts less the $ 190.0 million proceeds we received will be recorded as interest expense over the life of the HCR Royalty Purchase Agreement. Periodically, we assess the estimated royalty payments to be paid to HCR from GSK, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability, and the related recognition of interest expense. During the six months ended June 30, 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 11 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. The synthetic royalty is subject to a reduction if annual worldwide net sales exceed a specified level, and a cap on annual worldwide net sales if annual worldwide net sales exceed a higher specified level. The synthetic royalty can increase by 1 % based on the occurrence of certain future events. 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 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. 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 $ 63,879 Ligand Warrant 7,098 Purchaser Upsize Option 4,023 Total Ligand Purchase Agreement gross proceeds $ 75,000 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 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 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. To determine the amortization of the recorded liability, we are required to estimate the total amount of future payments that Ligand is entitled to under the Ligand Purchase Agreement. The sum of these amounts less the $ 63.9 million proceeds allocated to the liability related to sale of future royalties and milestones will be recorded as interest expense over the life of the Ligand Purchase Agreement. Periodically, we assess the estimated royalty and milestone payments to be received and sales to be earned under the Ligand Purchase Agreement, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability, and the related recognition of interest expense. As of June 30, 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 %. 12 Note G – Accrued and Other Current Liabilities Accrued liabilities consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands): June 30, 2025 December 31, 2024 Payroll $ 12,126 $ 10,872 Professional fees 5,003 4,695 Contract manufacturing costs 4,636 2,915 Research services 10,223 9,720 Other 7,323 6,759 Total $ 39,311 $ 34,961 Other current liabilities consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands): June 30, 2025 December 31, 2024 Finance lease liabilities $ 766 $ 4,702 Other 3,125 3,115 Total $ 3,891 $ 7,817 Note H – Fair Value Measurements Assets and liabilities measured at fair value are summarized below (in thousands): Description June 30, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents (Note C) $ 2,591 $ 2,591 $ — $ — Long-term investments 919 919 — — Total $ 3,510 $ 3,510 $ — $ — Liabilities: Contingent purchase price consideration $ 318 $ — $ — $ 318 Total $ 318 $ — $ — $ 318 Description December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents (Note C) $ 6,954 $ 6,954 $ — $ — Long-term investments 1,006 1,006 — — Total $ 7,960 $ 7,960 $ — $ — Liabilities: Purchaser Upsize Option (Note F) $ 69 $ 69 Contingent purchase price consideration 318 — — 318 Total $ 387 $ — $ — $ 387 Long-term investments are included in "Other long-term assets" in our condensed consolidated balance sheets. We measure our contingent purchase price considerations at fair value. 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. 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 13 impacting the probability of triggering the milestone payments. Share price was evolved using a geometric Brownian motion, calculated daily for the life of the contingent purchase price considerations. The fair value of our outstanding debt balance at June 30, 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 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 June 30, 2025 United States Rest of World Total Revenue Type Clinical product revenue $ 334 $ — $ 334 Other services — 526 526 Non-cash royalties 24,831 — 24,831 $ 25,165 $ 526 $ 25,691 Three months ended June 30, 2024 Revenue Type Clinical product revenue $ 267 $ — $ 267 Other services — 660 660 Non-cash royalties 22,582 — 22,582 $ 22,849 $ 660 $ 23,509 Six months ended June 30, 2025 United States Rest of World Total Revenue Type Clinical product revenue $ 334 $ — $ 334 Other services — 1,036 1,036 Non-cash royalties 48,387 — 48,387 $ 48,721 $ 1,036 $ 49,757 Six months ended June 30, 2024 Revenue Type Clinical product revenue $ 267 $ — $ 267 Other services — 898 898 Non-cash royalties 50,349 — 50,349 $ 50,616 $ 898 $ 51,514 Contract Balances Contract assets primarily relate to our rights to consideration for work completed in relation to our research and development services performed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. Currently, we do not have any contract assets which have not transferred to a receivable. We had no asset impairment charges related to contract assets in the period. 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 following table provides information about contract liabilities from contracts with customers (in thousands): 14 Six months ended June 30, 2025 Balance at beginning of period Additions Deductions Balance at end of period Contract liabilities: Deferred revenue $ 1,174 $ 45 $ ( 31 ) $ 1,188 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. All stock options have 10-year terms and generally vest ratably over a 3 or 4 -year period. A summary of option activity for the six months ended June 30, 2025 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2024 5,242,916 $ 28.76 Granted 495,564 3.05 Exercised — — Forfeited ( 242,539 ) 10.45 Expired ( 253,738 ) 56.68 Outstanding at June 30, 2025 5,242,203 $ 25.76 7.83 $ 4,044,166 Vested or expected to vest at June 30, 2025 5,242,203 $ 25.76 7.83 $ 4,044,166 Exercisable at June 30, 2025 2,741,527 $ 43.79 6.54 $ 317,505 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. The fair value of non-vested market-based awards is calculated based on a Monte Carlo simulation as of the date of issuance. 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. 15 A summary of non-vested stock activity for the six months ended June 30, 2025 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2024 42,222 $ 17.30 Granted 1,598,322 4.30 Vested ( 316,728 ) 3.97 Forfeited ( 10,598 ) 22.53 Outstanding at June 30, 2025 1,313,218 $ 4.65 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, 2025 2024 2025 2024 Research and development $ 778 $ 4,722 $ 1,604 $ 6,036 General and administrative 2,663 4,568 5,170 7,450 Total share-based compensation expense $ 3,441 $ 9,290 $ 6,774 $ 13,486 Note K – Restricted Cash 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): Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 Beginning of Period End of Period Beginning of Period End of Period Cash and cash equivalents $ 40,437 $ 9,534 $ 76,110 $ 93,723 Restricted cash 3,634 3,634 3,669 3,634 Cash, cash equivalents and restricted cash $ 44,071 $ 13,168 $ 79,779 $ 97,357 Note L – Equity On March 14, 2024, we filed a Post-effective Amendment to an Automatic Shelf Registration Statement on Form POSASR (file no. 333-272911) and a Post-Effective Amendments for Registration Statement on Form POS AM (file no. 333-272911) (together, the “Registration Statement”). The Registration Statement included both a base prospectus that covered the potential offering, issuance and sale from time to time of up to $ 300.0 million of common stock, preferred stock, warrants, debt securities and units of Agenus and a prospectus supplement for the potential offer and sale of up to 6,725,642 shares of common stock (the “Initial ATM Shares”) in “at the market” offerings pursuant to an At Market Issuance Sales Agreement by and between Agenus and B. Riley Securities, Inc. (the “Sales Agent”), dated as of July 22, 2020 (the “Sales Agreement”). On August 8, 2024, we filed an additional prospectus supplement for the potential offer and sale of up to an additional 13,834,015 shares of common stock (together with the Initial ATM Shares, the “Placement Shares”) in “at the market” offerings pursuant to the Sales Agreement. Sales pursuant to the Sales Agreement will be made only upon our instruction to the Sales Agent, and we cannot provide assurances that we will issue any additional Placement Shares pursuant to the Sales Agreement. 16 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 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 MiNK Therapeutics, Inc. 45 % 45 % SaponiQx, Inc. 30 % 30 % 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 Beginning balance $ 19,956 $ 11,949 Net loss attributable to non-controlling interest ( 3,161 ) ( 5,059 ) Other items: Sale of subsidiary shares in private placement — 10,234 Issuance of subsidiary shares for employee stock purchase plan and exercise of options 1 20 Subsidiary share-based compensation 1,497 2,812 Total other items 1,498 13,066 Ending balance $ 18,293 $ 19,956 Sale of subsidiary shares in private placement 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. Note N – Related Party Transactions In June 2024, Dr. Jennifer Buell was appointed to our Board of Directors. Dr. Buell's spouse is a partner in the law firm of Wolf, Greenfield & Sachs, P.C. (“Wolf Greenfield”), which provides us legal services. For the three and 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. Dr. 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 – 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 17 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 and six months ended June 30, 2025 and 2024 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues $ 25,691 $ 23,509 $ 49,757 $ 51,514 Operating expenses: External expenses ( 22,720 ) ( 31,776 ) ( 41,739 ) ( 68,772 ) Payroll related expenses ( 11,327 ) ( 14,866 ) ( 23,431 ) ( 32,269 ) Other operating expenses ( 8,355 ) ( 7,060 ) ( 14,609 ) ( 13,549 ) Operating loss ( 16,711 ) ( 30,193 ) ( 30,022 ) ( 63,076 ) Other income (expense): Interest expense ( 13,343 ) ( 32,284 ) ( 26,325 ) ( 62,558 ) Interest income 54 539 241 1,347 Other income (expense) ( 12 ) 7,141 ( 276 ) 6,036 Net loss $ ( 30,012 ) $ ( 54,797 ) $ ( 56,382 ) $ ( 118,251 ) 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 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, 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. 18 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 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 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. 19