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Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 305 added, 150 removed, 446 unchanged (50% of the section changed)

3 unchanged sentences

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

June 30, 2025

September 30, 2025

December 31, 2024

1 unchanged sentence

Accounts receivable

Related party note receivable from MiNK Therapeutics, Inc.

Prepaid expenses

Assets held for sale

Other current assets

1 unchanged sentence

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

$ 47,166 and $ 72,553 at September 30, 2025 and December 31, 2024, respectively

Operating lease right-of-use assets

Acquired intangible assets, net of accumulated amortization of $ 17,240 and

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

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

Equity method investment in MiNK Therapeutics, Inc.

Due from related parties (MiNK Therapeutics, Inc.)

Other long-term assets

6 unchanged sentences

Accrued liabilities

Liabilities held for sale

Other current liabilities

9 unchanged sentences

31,620 shares designated, issued, and

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

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

liquidation value

of $ 34,209 at June 30, 2025

of $ 34,263 at September 30, 2025

Common stock, par value $ 0.01 per share;

1 unchanged sentence

32,814,429 and 23,634,670 shares issued and outstanding at

June 30, 2025 and December 31, 2024, respectively

September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

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AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS O F OPERATIONS AND COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS O F OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Research and development

3 unchanged sentences

Operating expenses:

Cost of service revenue

Cost of revenue

Research and development

4 unchanged sentences

Non-operating income (expense)

Gain from deconsolidation of MiNK Therapeutics, Inc.

Interest expense, net

Net income (loss)

Dividends on Series A-1 convertible preferred stock

net loss attributable to non-controlling interest

Net loss attributable to Agenus Inc.

Net income (loss) attributable to Agenus Inc.

common stockholders

Per common share data:

Basic and diluted net loss attributable to Agenus Inc.

common stockholders

Net income (loss) attributable to Agenus Inc.

comm stockholders:

Weighted average number of Agenus Inc.

common shares outstanding:

Basic and diluted

Other comprehensive income (loss):

Foreign currency translation income (loss)

Other comprehensive income (loss)

Comprehensive loss

Other comprehensive loss:

Foreign currency translation loss

Other comprehensive loss

Comprehensive income (loss)

See accompanying notes to unaudited condensed consolidated financial statements.

30 unchanged sentences

Balance at June 30, 2025

Net income (loss)

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

Deconsolidation of a subsidiary

Vesting of nonvested shares

Employee share purchases

Issuance of shares for certain employee bonuses

Retirement of treasury shares

Balance at September 30, 2025

See accompanying notes to unaudited condensed consolidated financial statements.

23 unchanged sentences

Balance at June 30, 2024

Other comprehensive loss

Share-based compensation

Shares sold at the market

Payment of CEO payroll in shares

Vesting of nonvested shares

Exercise of stock options and employee share purchases

Balance at September 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements .

2 unchanged sentences

(Amounts in thousands, except per share amounts)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

3 unchanged sentences

Loss on sale or disposal of assets, net

Gain from deconsolidation of MiNK Therapeutics, Inc.

Unrealized loss on long-term investments

Gain on lease terminations

11 unchanged sentences

Proceeds from sale of long-term investment

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Cash flows from financing activities:

4 unchanged sentences

Proceeds from the issuance of long-term debt, net

Impact to cash resulting from deconsolidation of a subsidiary

Purchase of treasury shares to satisfy tax withholdings

3 unchanged sentences

Effect of exchange rate changes on cash

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

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

4 unchanged sentences

Insurance financing agreement

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

Issuance of stock options for payment of certain employee bonuses

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NOTES TO UNAUDITED CONDENSED CO NSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

Note A – Business, Liquidity and Basis of Presentation

(including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a 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 pipeline includes immune-modulatory antibodies, vaccine adjuvants (via SaponiQx, Inc.

("SaponiQx")), and adoptive cell therapies (via our investment in MiNK Therapeutics, Inc., Nasdaq:

"INKT" ("MiNK")).

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.

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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 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.

Our cash and cash equivalents at September 30, 2025 were $ 3.5 million.

Subsequent to quarter end, we entered into a $ 10.0 million Promissory Note Agreement (the “Zydus Note”) with Zydus Pharmaceuticals (USA) Inc.

(“Zydus”) and received $ 4.5 million from sales of our common stock in at the market offerings.

In addition, we anticipate receiving $ 91.0 million from our agreements with Zydus Lifesciences Ltd and its affiliates, during the first quarter of 2026.

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.

As of September 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 $ 3.5 million at September 30, 2025, along with the post-quarter cash infusions noted above, anticipated revenues under our reimbursed compassionate access in France, and projected additional cash inflows from funding we expect to receive in 2026, 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.

Currently we are in discussions with entities including operating companies and financial entities to provide the additional funding 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.

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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.

Operating results for the nine months ended September 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

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

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,

In July 2025, our ownership percentage of MiNK dropped below 50 %.

While we maintain significant influence, this resulted in a loss of control, and as such, MiNK was deconsolidated in the quarter ended September 30, 2025.

Upon deconsolidation, we recognized a gain of approximately $ 100.9 million in our Condensed Consolidated Statements of Operations.

Subsequent to the deconsolidation, we accounted for our equity ownership interest in MiNK under the equity method of accounting (fair value option).

Refer to Note F for more information.

Note B – Summary of Significant Accounting Policies

Except as detailed below, there have been no material changes to our significant accounting policies during the nine months ended September 30, 2025, as compared to the significant accounting policies disclosed in Note 2 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Equity Method Investment

Our equity method investment consists of an investment in common stock of a publicly-held company in which we have the ability to exercise significant influence but do not have control.

We have elected the fair value option for our equity method investment.

Fair Value Option

Under the Fair Value Option subsection of Accounting Standards Codification ("ASC") Subtopic 825-10, Financial Instruments – Overall, we have the irrevocable option to report most financial assets and liabilities at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings.

We have elected to report our investment in MiNK, including the related party note receivable from MiNK at fair value.

The fair value of the equity investment is based on readily determinable pricing available on a securities exchange and the fair value of the related party note receivable is determined on a scenario based present value methodology.

Current Expected Credit Losses

Financial assets measured at amortized cost are assessed for future expected credit losses under the guidance in ASC 326, Financial Instruments – Credit Losses, to determine if application of an expected credit losses reserve is necessary.

We perform regular reviews of our receivable balances, including related party receivables, and when appropriate, would record an expected credit losses reserve.

We have not recorded provisions for credit losses for any of the periods presented.

Assets and Liabilities Held for Sale

We classify assets and related liabilities as held for sale when:

(i) management has committed to a plan to sell the assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the net assets is probable within one year, (v) the sale price of the net assets is comparable to current fair value and (vi) actions required to complete the plan indicate it is unlikely that significant changes will be made or that management will withdraw from the sale.

Assets and liabilities held for sale are presented separately on our Condensed Consolidated Balance Sheets at the lower of cost or fair value, less

costs to sell.

Depreciation of property, plant and equipment and amortization of right-of-use assets are not recorded while these assets are classified as held for sale.

Note C – Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except for per share data):

Three Months Ended September 30,

Nine Months Ended September 30,

Amounts used for basic and diluted per share calculations:

Net income (loss) attributable to Agenus Inc.

common stockholders

Weighted average number of Agenus Inc.

common shares outstanding - basic

Effect of potentially dilutive securities:

Share based compensation awards

Weighted average number of Agenus Inc.

common shares outstanding - diluted

Net income (loss) attributable to Agenus Inc.

per common share:

Basic net income (loss) per common share is calculated by dividing the net income (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 income (loss) per common share is calculated by dividing income (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 the three and nine months ended September 30, 2024, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share.

The following securities (listed on an as-if-converted-to-Common-Stock basis) have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2025 and 2024, as they would be anti-dilutive (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Stock options

1 unchanged sentence

Series A-1 convertible preferred stock

Note C – Investments

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

June 30, 2025

Note D – C ash Equivalents

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

September 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 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

As a result of the short-term nature of these investments, there were minimal unrealized holding gains or losses for the three and nine months ended September 30, 2025 and 2024.

As of both September 30, 2025 and December 31, 2024, all of the investments listed above were classified as cash equivalents on our condensed consolidated balance sheets.

Note E – Acquired Intangible Assets

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

As of September 30, 2025

Gross carrying

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Amortization expense related to acquired intangibles is estimated at $ 0.1 million for the remainder of 2025, $ 0.3 million for the years ending December 31, 2026, 2027 and 2028, and $ 39,000 for the year ending December 31, 2029.

Note E – Debt

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

Note F – Investment in MiNK Therapeutics, Inc.

In July 2025, our ownership percentage of MiNK dropped below 50 %, while we maintain significant influence, this resulted in a loss of control.

As a result, MiNK was deconsolidated in the quarter ended September 30, 2025.

As we maintain a significant ownership percentage in MiNK (approximately 48 % as of September 30, 2025) we have accounted for this investment under the equity method and have elected the fair value option.

Refer to Note B for more information.

Deconsolidation

On July 17, 2025, our ownership interest in MiNK dropped below 50 % due to dilution resulting from MiNK selling shares to unrelated investors.

We determined that the loss of control due to dilution does not constitute a strategic shift from our perspective and therefore the deconsolidation is not deemed to be a discontinued operation.

We recognized a $ 100.9 million gain on deconsolidation in our condensed consolidated statements of operations for the three and nine months ended September 30, 2025.

This gain is the sum of (1) the fair value of our retained investment in MiNK (2) the carrying amount of the existing noncontrolling interest that was derecognized, and (3) the carrying amount of accumulated other comprehensive income attributable to MiNK, less the carrying amount of MiNK's net liabilities derecognized.

The fair value of our retained investment in MiNK as of the date of deconsolidation was $ 50.6 million.

Fair value was calculated using readily determinable pricing available on a securities exchange.

We will continue to have involvement with MiNK after deconsolidation, including providing services under an Amended and Restated Intercompany Services Agreement, and MiNK has been deemed a related party.

Following the deconsolidation, we recognized Related party balances on our Condensed Consolidated Balance Sheets.

Refer to Note P for further detail.

Remaining Investment

Following deconsolidation we have accounted for our remaining investment in MiNK according to the equity method in accordance with ASC 323, as we have retained the ability to exercise significant influence but do not have control.

In accordance with ASC 825, we have made the irrevocable election to measure our investment and all other eligible interests in MiNK, including the Related party note receivable (the "Note Receivable") (refer to Note J), at fair value.

All subsequent changes in fair value will be reported as part of Non-operating income (expense) in our Condensed Consolidated Statements of Operations.

The fair value of our equity investment in MiNK at September 30, 2025 was $ 30.5 million.

The total carrying value of our investment in MiNK at September 30, 2025, including the fair value of the Note Receivable and the carrying value of the Due from related parties receivable, was approximately $ 51.3 million.

Our investment in MiNK is considered a significant investee as the carrying value of our total investment is greater than 20 % of our total consolidated asset balance.

The following tables present summarized balance sheet information as of September 30,2025 and summarized results of operations for the three months since the date of deconsolidation (in thousands):

September 30, 2025

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Three Months Ended September 30,

Net loss attributable to Agenus

Note G – Debt

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

Debt instrument

June 30, 2025

September 30, 2025

Debt Discount

June 30, 2025

September 30, 2025

Current Portion:

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Promissory Note

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.

As of September 30, 2025 and December 31, 2024, the principal amount of our outstanding debt balance was $ 35.6 million and $ 35.2 million, respectively.

Promissory Note

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• 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;

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

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

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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):

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

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

December 31, 2024 to

June 30, 2025

September 30, 2025

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

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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.

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.

During the nine months ended September 30, 2025 , we recognized $ 77.5 million of non-cash royalty revenue, and we recorded $ 23.0 million of related non-cash interest expense related to the HCR Royalty Purchase Agreement.

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

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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 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 %.

During the nine months ended September 30, 2025 , our estimate of the effective annual interest rate over the remaining life of the agreement decreased to 13.8 %, which results in a life of contract interest rate of 23.9 %.

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;

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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 fair value of the Purchaser Upsize Option at September 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.

During the nine months ended September 30, 2025, we recorded $ 13.2 million of non-cash interest expense related to the Ligand Purchase Agreement.

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

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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 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 June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025

As of September 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 I – Accrued and Other Current Liabilities

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

September 30, 2025

December 31, 2024

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Research services

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

June 30, 2025

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

September 30, 2025

December 31, 2024

Finance lease liabilities

Note H – Fair Value Measurements

Note J – Fair Value Measurements

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

June 30, 2025

September 30, 2025

Quoted Prices in

1 unchanged sentence

Cash equivalents (Note C)

Related party note receivable

Investment in MiNK Therapeutics, Inc.

Long-term investments

Contingent purchase price consideration

December 31, 2024

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Contingent purchase price consideration

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

impacting the probability of triggering the milestone payments.

We measure the Related party note receivable at fair value.

The fair value of the Note Receivable at September 30, 2025 was approximately $ 5.7 million, using a scenario based present value methodology that was derived by evaluating the nature and terms of the Note Receivable and considering the prevailing economic and market conditions at the balance sheet date, some of which are considered Level 2 inputs under the fair value measurements standard.

As of September 30, 2025 the Note Receivable had a principal balance of $ 5.0 million.

Our long-term equity investment in MiNK is measured at fair value and is calculated using readily determinable pricing available on a securities exchange and is classified as a Level 1 asset.

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

We measured our contingent purchase price considerations at fair value.

The fair value of our contingent purchase price considerations at December 31, 2024, of $ 0.3 million, included in "Other long-term liabilities" in our condensed consolidated balance sheets, were 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 used assumptions we believe would be made by a market participant and were mainly based on estimates from a Monte Carlo simulation of our share price, as well as other factors impacting the probability of triggering the milestone payments.

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

The fair value of our outstanding debt balance at June 30, 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

The fair value of our outstanding debt balance at September 30, 2025 and December 31, 2024 was $ 35.6 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 September 30, 2025 and December 31, 2024 was $ 35.6 million and $ 35.2 million, respectively.

Note K – 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.

The following table presents revenue (in thousands) for the three and nine months ended September 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

Three months ended September 30, 2025

United States

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Non-cash royalties

Three months ended June 30, 2024

Clinical product revenue

Three months ended September 30, 2024

Other services

Non-cash royalties

Six months ended June 30, 2025

Nine months ended September 30, 2025

United States

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Non-cash royalties

Six months ended June 30, 2024

Nine months ended September 30, 2024

Clinical product revenue

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

Six months ended June 30, 2025

Nine months ended September 30, 2025

Balance at beginning of period

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Deferred revenue

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.

During the nine months ended September 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

Note L – 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.

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

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

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

Outstanding at December 31, 2024

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.

Outstanding at September 30, 2025

Vested or expected to vest at September 30, 2025

Exercisable at September 30, 2025

The weighted average grant-date fair values of stock options granted during the nine months ended September 30, 2025 and 2024 were $ 2.98 and $ 11.45 , respectively.

During the nine months ended September 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.

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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.

As of September 30, 2025 , there was approximately $ 4.8 million of total unrecognized share-based compensation expense related to these stock options and stock options granted under a subsidiary plan which, if all milestones are achieved, will be recognized over a weighted average period of 1.3 years.

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

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

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

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

Outstanding at December 31, 2024

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,

Outstanding at September 30, 2025

As of September 30, 2025 , there was approximately $ 0.4 million of unrecognized share-based compensation expense related to these non-vested shares and non-vested shares granted under a subsidiary plan which will be recognized over a period of 1.0 year.

During the nine months ended September 30, 2025 , 48,171 shares were issued under the 2019 Employee Stock Purchase Plan and 75,167 shares were issued as a result of the vesting of non-vested stock.

Additionally, 1,352,929 shares were issued as payment for certain employee bonuses, with 466,175 of those shares being withheld to cover taxes, resulting in a net share issuance of 886,754 .

The impact on our results of operations from share-based compensation for the three and nine months ended September 30, 2025 and 2024, was as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Research and development

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Total share-based compensation expense

Note K – Restricted Cash

As of both June 30, 2025, and December 31, 2024 , we maintained non-current restricted cash of $ 3.6 million.

Note M – Restricted Cash

As of September 30, 2025, and December 31, 2024 , we maintained non-current restricted cash of $ 1.7 million and $ 3.6 million, respectively.

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

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

Six Months Ended June 30, 2025

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025

Nine Months Ended September 30, 2024

Beginning of Period

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Cash, cash equivalents and restricted cash

Note L – Equity

Note N – Equity

On March 14, 2024, we filed a Post-Effective Amendment to an Automatic Shelf Registration Statement on Form POSASR (file no.

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

During the three and 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

During the three and nine months ended September 30, 2025 , we received net proceeds of approximately $ 9.0 million and $ 27.5 million from the sale of approximately 1.7 million and 7.6 million shares, respectively, of our common stock in at-the-market offerings under the Sales Agreement.

Note O – Non-controlling Interest

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

September 30, 2025

December 31, 2024

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SaponiQx, Inc.

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

June 30, 2025

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

September 30, 2025

December 31, 2024

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Net loss attributable to non-controlling interest

Deconsolidation of a subsidiary

Sale of subsidiary shares in private placement

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Ending balance

Deconsolidation of a subsidiary

In the quarter ended September 30, 2025, we deconsolidated MiNK and derecognized the associated non-controlling interest balance.

Sale of subsidiary shares in private placement

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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

Note P – Related Party Transactions

In September 2021, we entered into an Intellectual Property Assignment and License Agreement with MiNK (the “Assignment and License Agreement”).

Pursuant to the Assignment and License Agreement, we assigned to MiNK certain patent rights and know-how related to its iNKT cell platform, product candidates and other patents and know-how related to its business.

In addition to the patent rights assigned to MiNK by us, MiNK also received an exclusive, royalty-free, sublicensable license to research, develop, manufacture and commercialize certain licensed technology in the field.

The Assignment and License Agreement further provides for MiNK to grant us a field-limited, non-exclusive, royalty-free license under the assigned patent rights, subject to MiNK’s discretion and provided such access would not reasonably result in a disruption of planned MiNK activities.

We have also agreed to provide MiNK with our biological material upon written request in order for MiNK to use such material in its development activities of a combination therapy.

We may withhold the transfer of biological material, including, but not limited to, checkpoint modulating antibodies, for various reasons, including if such transfer would reasonably result in a disruption of our planned activities.

For any materials we do share with MiNK, the parties have agreed to enter into a separate agreement governing the transfer and providing for joint ownership of the data.

We have agreed that during the full term of the Assignment and License Agreement, and for three years thereafter, we will not develop, manufacture or commercialize an iNKT cell therapy, directly or indirectly by transferring such technology.

MiNK may terminate the Assignment and License Agreement without cause upon 90 days’ prior written notice to us.

Either party may terminate if there has been a material breach which has not been cured within 90 days (or 45 days for breach of payment obligations) of receiving such notice.

Effective April 1, 2022, we entered into an Amended and Restated Intercompany Services Agreement (the “New Intercompany Agreement”) with MiNK, which amended and restated the Intercompany General & Administrative Agreement between us and MiNK dated September 10, 2021 (the “Prior Intercompany Agreement”).

Under the New Intercompany Agreement, we provide MiNK with certain general and administrative support, including, without limitation, financial, facilities management, human resources and information technology administrative support (the “Agenus Services”), and we and MiNK provide each other with certain research and development services (the “R&D Services”) and other support services, including legal and regulatory support (the “Shared Services”).

MiNK is required to pay 10 % of our costs related to the Agenus Services, and the costs of R&D Services are based upon pass-through costs related to such services plus an allocation of the costs of the employees performing the services.

No payment will be due from either party for the Shared Services, provided that the services provided by each party are proportional in scope and volume.

MiNK is also entitled to use our business offices and laboratory space and equipment in exchange for MiNK contributing a proportionate payment for the use of such facilities and equipment, and MiNK will be covered by certain of our insurance policies,

subject to certain conditions, including MiNK paying the cost of such coverage.

Either party may terminate the New Intercompany Agreement upon 60 days’ prior written notice and individual services upon 30 days’ prior written notice.

Allocated Agenus services primarily include payroll related expenses, facility costs, insurance and stock-based compensation, and are included in the accompanying financial statements based on certain estimates and allocations described above.

Allocation of Agenus services, net of approximately $ 220,000 for the three months ended September 30, 2025 are included as a contra-expense in “Operating expenses” in our Condensed Consolidated Statement of Operations and “Due from related parties,” of $ 15.0 million as of September 30, 2025, in our Condensed Consolidated Balance Sheets.

We have agreed to not require repayment of this balance for the foreseeable future.

On February 12, 2024, we entered into a Convertible Promissory Note Purchase Agreement (the "Purchase Agreement") with MiNK pursuant to which MiNK issued us a convertible promissory note in the principal amount of up to $ 5.0 million (the "Note").

The Purchase Agreement sets forth the terms and conditions, including representations and warranties, for MiNK's issuance and sale of the Note to us.

The Note carries an annual rate of interest rate of 2 % (the “Interest Rate”) that accrues from the date funds are paid or advanced by us to MiNK.

Interest shall accrue and not be payable until converted or paid in connection with the repayment in full of the principal amount of the Note.

The Note provides that MiNK will pay us, on request, the principal amount outstanding, together with any unpaid interest, on or after January 1, 2026 .

In the event of a qualified financing event, as defined in the Note, the outstanding principal amount of the Note plus accrued and unpaid interest shall, at our election, either be paid in full or converted into equity shares equal to the quotient obtained by dividing (i) the amount due on the date of conversion by (ii) 80 % of the per share price of the equity securities sold in the qualified financing.

Upon a change of control, MiNK will pay Agenus an amount equal to (i) 1.5 times the principal then outstanding under the Note and (ii) the amount of accrued interest then outstanding immediately prior to the closing of such change of control.

As of September 30, 2025, the Note had a principal balance of $ 5.0 million, an accrued and unpaid interest balance of approximately $ 154,000 and a market interest rate of 15.0 %.

In June 2024, Dr.

Jennifer Buell was appointed to our Board of Directors.

Jennifer Buell, CEO of MiNK, was appointed to our Board of Directors.

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

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

For the three and 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.

For the three and nine months ended September 30, 2025, we expensed Wolf Greenfield fees totaling approximately $ 4,000 and $ 167,000 , respectively, and for the three and nine months ended September 30, 2024, we expensed Wolf Greenfield fees totaling approximately $ 48,000 and $ 147,000 , respectively.

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

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

Note O – Segment Information

We are managed and currently operate as four segments.

Note Q – Segment Information

We are managed and currently operate as three 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.

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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,

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

Three Months Ended September 30,

Nine Months Ended September 30,

Operating expenses:

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Interest income

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.

Note P – Contingencies

Net income (loss)

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

Note R – Assets Held for Sale

On June 3, 2025, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with 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 contains customary representations, warranties and agreements by us and Zydus, indemnification obligations of the parties and certain other obligations of the parties.

We anticipate the Zydus Agreements will close in the first quarter of 2026.

During the quarter ended September 30, 2025, we reached an agreement with the lessor of a substantial portion of leased manufacturing equipment included in the Purchased Assets to obtain title to these assets before the closing of the Purchase Agreement.

The Company determined that the Purchased Assets met the held for sale criteria at September 30, 2025, but did not meet the criteria to be deemed a business nor the criteria to be classified as a discontinued operation.

As a result, the related assets and liabilities were included in the separate held-for-sale line items of the asset and liability sections of our Condensed Consolidated Balance Sheets.

We determined that the fair value of the Purchased Assets, less costs to sell, were greater than their carrying value and, as such, no loss on assets held for sale was recorded for the three and nine months ended September 30, 2025.

The following table summarizes the assets and liabilities held for sale at September 30, 2025 (in thousands):

September 30, 2025

Property, plant and equipment, net of accumulated depreciation of $ 29,952

Operating lease right-of-use assets

Finance lease right-of-use assets

Total assets held for sale

Current portion, finance lease liabilities

Current portion, operating lease liabilities

Operating lease liabilities, net of current portion

Total liabilities held for sale

Note S – Contingencies

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

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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.

On April 8, 2025, the Company moved to dismiss the securities class action.

On June 6, 2025 plaintiff filed an opposition to the motion to dismiss, and on July 7, 2025, the Company filed its reply brief.

As of the date of this filing, the Company’s motion to dismiss is pending before the court.

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

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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

Note T – Recent Accounting Pronouncements

Recently Issued, Not Yet Adopted

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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.

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

No other new accounting pronouncement issued or effective during the nine months ended September 30, 2025 had or is expected to have a material impact on our consolidated financial statements or disclosures.

Note U – 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.

During the period of October 1, 2025 through November 7, 2025, we sold approximately 1.1 million shares of our common stock under the Sales Agreement, totaling net proceeds of approximately $ 4.5 million.

Zydus Promissory Note Agreement

On October 8, 2025, we entered into the Zydus Note with Zydus, for up to $ 10.0 million (the “Principal Amount”).

The Zydus Note bears interest at 3.81 % per annum and matures upon the closing of the Purchase Agreement and SPA (together, the “APA/SPA”), or, if such closings will not occur, within 10 days after notification that the APA/SPA closings will not be consummated.

The Zydus Note contains terms and conditions, including representations and warranties, governing its issuance.

Proceeds from the Zydus Note will (i) fund the operational expenses of the Emeryville and Berkeley facilities for the fourth quarter of 2025 (which amount, pursuant to the Zydus Note, will be forgiven and not repaid if the APA/SPA close) and (ii) to make certain payments owed in respect of assets subject to the Purchase Agreement between the parties.

As collateral for the Zydus Note, we pledged 822,910 shares of common stock of MiNK that are owned by Agenus.

We also executed a control agreement related to these shares, which control agreement provides certain rights to Zydus in the event that there is an event of default under the Zydus Note.

Upon satisfaction of the obligations under the Zydus Note (including repayment or forgiveness in connection with an APA/SPA closing), the pledge is expected to be released in accordance with the Zydus Note and related agreements.

UroGen License Agreement

In November 2019, we entered into a license agreement with UroGen, granting them an exclusive, worldwide license (not including Argentina, Brazil, Chile, Colombia, Peru, Venezuela and their respective territories and possessions) to develop, manufacture, and commercialize zalifrelimab for the treatment of cancers of the urinary tract via intravesical delivery.

We received an upfront payment of $10.0 million.

In November 2025 Urogen notified us they were terminating the license agreement in accordance with the terms of the agreement.

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