What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-11 compared with 2025-11-10 · 247 added, 343 removed, 408 unchanged (59% of the section changed)

3 unchanged sentences

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

September 30, 2025

March 31, 2026

December 31, 2025

Cash and cash equivalents

Zydus agreements escrow receivable (Note R)

Zydus agreements contract assets (Note R)

Accounts receivable

Related party note receivable from MiNK Therapeutics, Inc.

Prepaid expenses

Related party note receivable from MiNK Therapeutics, Inc.

Assets held for sale

2 unchanged sentences

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

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

$ 47,893 and $ 47,468 at March 31, 2026 and December 31, 2025, respectively

Operating lease right-of-use assets

Acquired intangible assets, net of accumulated amortization of $ 17,403 and

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

$ 17,325 at March 31, 2026 and December 31, 2025, respectively

Equity method investment in MiNK Therapeutics, Inc.

3 unchanged sentences

Current portion, long-term debt

Current portion, liability related to sale of future royalties and milestones

Current portion, deferred revenue

Current portion, liability related to sale of future royalties and milestones (Note H)

Current portion, operating lease liabilities

4 unchanged sentences

Total current liabilities

Long-term debt, net of current portion

Liability related to sale of future royalties and milestones, net of current portion

Liability related to sale of future royalties and milestones, net of current portion (Note H)

Deferred revenue, net of current portion

3 unchanged sentences

STOCKHOLDERS’ DEFICIT

Preferred stock, par value $ 0.01 per share;

5,000,000 shares authorized:

Series A-1 convertible preferred stock;

31,620 shares designated, issued, and

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

outstanding at March 31, 2026 and December 31, 2025;

liquidation value

of $ 34,263 at September 30, 2025

of $ 34,371 at March 31, 2026

Common stock, par value $ 0.01 per share;

1 unchanged sentence

38,521,761 and 35,320,397 shares issued and outstanding at

September 30, 2025 and December 31, 2024, respectively

March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

9 unchanged sentences

(Amounts in thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Research and development

Three Months Ended March 31,

Pre-commercial product revenue

Service revenue

Non-cash royalty revenue related to the sale of future royalties

Non-cash royalty revenue related to the sale of future royalties (Note H)

Total revenues

3 unchanged sentences

General and administrative

Fair value adjustments

Operating loss

Total operating expenses

Operating income (loss)

Other income (expense):

Non-operating income (expense)

Gain from deconsolidation of MiNK Therapeutics, Inc.

MiNK Therapeutics, Inc.

equity method investment fair value adjustment

Gain on Zydus asset sale

Interest expense, net

9 unchanged sentences

common shares outstanding:

Other comprehensive loss:

Foreign currency translation loss

Other comprehensive loss

Other comprehensive income (loss):

Foreign currency translation gain (loss)

Other comprehensive income (loss)

Comprehensive income (loss)

9 unchanged sentences

Balance at December 31, 2025

Other comprehensive loss

Other comprehensive income

Share-based compensation

Shares sold to Zynext Ventures USA LLC, net of issuance costs

Shares sold at the market

Payment of CEO payroll in shares

Issuance of warrants

Modification of warrants

Issuance of shares for services

1 unchanged sentence

Vesting of nonvested shares

Exercise of stock options and employee share purchases

Employee share purchases

Issuance of shares for employee salaries

Retirement of treasury shares

Retirement of treasury shares related to employee withholding

Balance at March 31, 2026

Other comprehensive loss

Share-based compensation

Shares sold at the market

Payment of CEO payroll in shares

Issuance of shares for services

Issuance of shares in connection with debt agreement

Vesting of nonvested shares

Issuance of shares for employee salaries

Retirement of treasury shares

Balance at June 30, 2025

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.

3 unchanged sentences

Preferred Stock

Treasury Stock

Comprehensive

6 unchanged sentences

Payment of CEO payroll in shares

Issuance of warrants

Issuance of shares for services

Issuance of shares in connection with debt agreement

Vesting of nonvested shares

Exercise of stock options and employee share purchases

Issuance of shares for employee salaries

Retirement of treasury shares related to employee withholding

Balance at March 31, 2025

Other comprehensive income

Share-based compensation

Shares sold at the market

Issuance of warrants, net of expenses

Vesting of nonvested shares

Payment of CEO payroll in shares

MiNK private placement stock sale

Exercise of stock options

Balance at June 30, 2024

Other comprehensive loss

Share-based compensation

Shares sold at the market

Payment of CEO payroll in shares

Vesting of nonvested shares

Exercise of stock options and employee share purchases

Balance at September 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements .

2 unchanged sentences

(Amounts in thousands, except per share amounts)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

5 unchanged sentences

Non-cash interest expense

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

Gain on Zydus asset sale

Changes in operating assets and liabilities:

9 unchanged sentences

Proceeds from sale of plant and equipment

Proceeds from Zydus asset sale, net

Proceeds from repayment of MiNK related party note

Proceeds from sale of long-term investment

2 unchanged sentences

Net proceeds from sale of equity

Net proceeds from sale of subsidiary shares in private placement

Proceeds from Ligand Purchase Agreement, net of expenses

Net proceeds from equity sold under Zynext SPA, net

Proceeds from employee stock purchases and option exercises

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

1 unchanged sentence

Payment of finance lease obligation

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash

Net decrease in cash, cash equivalents and restricted cash

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

Cash, cash equivalents and restricted cash, beginning of period

4 unchanged sentences

Insurance financing agreement

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

Issuance of stock options for payment of certain employee bonuses

Issuance of subsidiary stock options for payment of certain employee bonuses

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

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

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CO NSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

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, 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.

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.

(including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a clinical-stage biotechnology company focused on discovering and developing immunotherapies for cancer and infectious disease.

Our primary business is immuno-oncology ("I-O"), where we are advancing antibody-based programs to activate innate and adaptive immunity, overcome tumor immune evasion and expand the population of patients who may benefit from immunotherapy.

Our lead clinical program is botensilimab (“BOT” or “AGEN1181”), alone and in combination with balstilimab (“BAL”).

We also maintain select clinical-stage immuno-oncology assets, which may be used as standalone agents or be complimentary to botensilimab plus balstilimab (“BOT/BAL”).

Agenus also maintains an equity investment in MiNK Therapeutics, Inc.

("MiNK") and a majority ownership of a vaccine adjuvant business through our subsidiary SaponiQx, Inc.

("SaponiQx").

We use internal discovery, translational, clinical and regulatory capabilities together with selected collaborations to advance product candidates.

Following our strategic realignment announced in December 2024, we prioritized the botensilimab/balstilimab program and temporarily paused certain non-core preclinical and clinical activities while we evaluate partnering, as well as targeted funding opportunities.

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

2 unchanged sentences

• 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.

• A pipeline of novel allogeneic invariant natural killer T cell (“iNKT”) 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.

1 unchanged sentence

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 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.

During the first quarter of 2026, we materially strengthened our liquidity position.

MiNK Therapeutics repaid a $ 5.2 million related-party note receivable, and we closed agreements with Zydus Lifesciences Ltd ("Zydus") and its affiliates, under which we received $ 91.0 million of consideration, subject to certain adjustments.

These adjustments include reimbursable expenses, other required closing payments, including approximately $ 5.8 million of transaction expenses, and $ 7.5 million placed into a twelve-month escrow, which is to be released in accordance with the predefined parameters set forth in the Zydus agreements.

See Note R for further discussion of the proceeds received in connection with the Zydus closing.

As of March 31, 2026, we had cash and cash equivalents of $ 35.0 million, compared with $ 3.0 million as of December 31, 2025.

The March 31, 2026 cash balance excludes the $ 7.5 million held in escrow under the Zydus agreements, which is releasable to the Company in accordance with the predefined provisions of those agreements, and does not reflect outstanding receivables under our early access programs for botensilimab/balstilimab — including France’s Autorisation d’Accès Compassionnel (“AAC”) framework and paid named patient programs in other jurisdictions where permitted — which we expect to collect during the second quarter of 2026.

Subsequent to quarter end, we received an additional $ 11.7 million in net proceeds from sales of common stock under our at-the-market equity offering program.

Also during the first quarter, we made cash payments of approximately $ 18.0 million to contract development and manufacturing organizations (CDMOs) and contract research organizations (CROs).

CDMO payments principally funded the release of commercial-grade botensilimab supply and progressed manufacturing readiness for balstilimab.

CRO payments principally supported the generation and delivery of clinical data sets required for our planned accelerated approval submission in the United States and conditional marketing authorization application in the European Union.

These payments substantially settled liabilities accrued in prior periods and are reflected in the period-over-period decrease in accounts payable rather than in operating expenses for the three months ended March 31, 2026.

We have incurred significant losses since our inception in 1994.

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 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.

As of March 31, 2026, we had an accumulated deficit of $ 2.1 billion.

Based on our current operating plan and projections, including scheduled debt payments in the look-forward period (the majority of which is secured by certain real estate properties), and assuming completion of additional capital transactions currently under discussion, we believe our existing cash resources, together with anticipated revenues from our early access programs, will be sufficient to support our critical liquidity requirements into 2027.

Advancing our planned registration and commercialization strategy for botensilimab/balstilimab and funding the Company through achievement of profitability will require additional capital.

We have historically financed our operations through corporate partnerships, advance royalty transactions, and debt and equity financings.

We are actively pursuing additional financing and strategic alternatives, including corporate transactions, out-licensing arrangements, asset sales, project financing, additional debt or equity financings, and other strategic transactions, and we are in active discussions with potential strategic and financial partners regarding several of these alternatives.

We have also implemented cost management measures to preserve liquidity.

Because the timing and completion of these transactions are not entirely within our control, in accordance with applicable accounting standards, substantial doubt exists about our ability to continue as a going concern for at least one year after the filing date of this Quarterly Report on Form 10-Q.

The consolidated financial statements have been prepared assuming we will continue as a going concern and contemplate the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

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

5 unchanged sentences

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

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.

Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

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, 2025 filed with the Securities and Exchange Commission (“SEC”).

8 unchanged sentences

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.

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.

There have been no material changes to our significant accounting policies during the three months ended March 31, 2026, 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, 2025.

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,

Three Months Ended March 31,

Amounts used for basic and diluted per share calculations:

11 unchanged sentences

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,

Because we reported a net loss attributable to common stockholders for the three months ended March 31, 2025, diluted loss per comm on share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share.

The following securities (listed on an as-if-converted-to-Common-Stock basis) have been excluded from the computation of diluted weighted average shares outstanding as of March 31, 2026 and 2025, as they would be anti-dilutive (in thousands):

Three Months Ended March 31,

Stock options

2 unchanged sentences

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

Cash equivalents consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

December 31, 2025

Institutional money market funds

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

As a result of the short-term nature of these investments, there were minimal unrealized holding gains or losses for the three months ended March 31, 2026 and 2025.

As of both March 31, 2026 and December 31, 2025 , 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

Acquired intangible assets consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026

Gross carrying

12 unchanged sentences

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.

As we maintain a significant ownership percentage in MiNK (approximately 44 % as of March 31, 2026) we have accounted for this investment under the equity method and have elected the fair value option.

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

Refer to Note P for further detail.

1 unchanged sentence

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.

In accordance with ASC 825, we have made the irrevocable election to measure our investment and all other eligible interests in MiNK 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.

The fair value of our equity investment in MiNK at March 31, 2026 was $ 22.9 million.

The total carrying value of our investment in MiNK at March 31, 2026 , including the carrying value of the Due from related parties receivable, was approximately $ 38.7 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

The following tables present summarized balance sheet information as of March 31, 2026 and summarized results of operations for the three months ended March 31, 2026 (in thousands):

March 31, 2026

Current assets

2 unchanged sentences

Non-current liabilities

Three Months Ended September 30,

Three Months Ended March 31,

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 obligations consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

Debt instrument

September 30, 2025

March 31, 2026

Debt Discount

September 30, 2025

March 31, 2026

Current Portion:

2015 Subordinated Notes

Long-term Portion:

Promissory Note

2 unchanged sentences

Debt Discount

Net balance at

December 31, 2025

1 unchanged sentence

2015 Subordinated Notes

Long-term Portion:

2015 Subordinated Notes

Promissory Note

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.

Zydus Promissory Note

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.

As of March 31, 2026 and December 31, 2025, the principal amount of our outstanding debt balance was $ 30.5 million and $ 45.5 million, respectively.

Zydus Promissory Note

On January 15, 2026, in connection with the closing of the Zydus Asset Purchase Agreement, $ 7.0 million of the Zydus Promissory Note was forgiven and $ 3.0 million was repaid.

In the three months ended March 31, 2026, we recognized a $ 7.0 million gain on debt forgiveness that is included in the gain recognized on the closing of the Zydus transactions.

Refer to Note R for more detail.

Subordinated Notes

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

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

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

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

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

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

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

• committed to registering the New Warrants with the 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.

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.

On January 15, 2026, in connection with the closing of the Zydus Asset Purchase Agreement, approximately $ 5.4 million of the 2015 Subordinated Notes were repaid and the lien on our former manufacturing facility in Berkeley, CA was released.

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):

The following table shows the activity within the liability account in the three months ended March 31, 2026 (in thousands):

December 31, 2025 to

September 30, 2025

March 31, 2026

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

9 unchanged sentences

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 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.

During the three months ended March 31, 2026, we recognized $ 29.1 million of non-cash royalty revenue, and we recorded $ 8.7 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.

2 unchanged sentences

Periodically, we assess the estimated royalty payments to be paid to HCR from GSK, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability, and the related recognition of interest expense.

During the nine months ended September 30, 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 %.

During the three months ended March 31, 2026 , our estimate of the effective annual interest rate over the remaining life of the agreement decreased to 20.0 %, which results in a life of contract interest rate of 24.1 %.

Ligand Pharmaceuticals

16 unchanged sentences

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 September 30, 2025 was nil as it expired unexercised.

The Purchaser Upsize Option expired unexercised in 2025.

The Ligand Warrant is considered a freestanding financial instrument that as it is separately exercisable and can be legally transferred from the Ligand Purchase Agreement, which was determined to be equity-classified under ASC 815.

To allocate the proceeds, the Purchaser Upsize Option liability and equity-classified Ligand Warrants were recognized based on their fair values and the residual was allocated to a liability related to the sale of future royalties and milestones on our condensed consolidated balance sheets.

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

During the three months ended March 31, 2026, we recorded $ 4.9 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.

2 unchanged sentences

Periodically, we assess the estimated royalty and milestone payments to be received and sales to be earned under the Ligand Purchase Agreement, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability, and the related recognition of interest expense.

As of September 30, 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

As of March 31, 2026 , our estimate of the effective annual interest rate over the life of the Ligand Purchase Agreement remained at 21.0 %, which results in a life of contract interest rate of 21.4 %.

In January 2026, we entered into an amendment and release agreement (the “Amendment Agreement”) with Ligand related to the Ligand Purchase Agreement and Ligand Warrant.

The Amendment Agreement provided for a release by Ligand of liens it had on certain of the Company’s assets in exchange for a modification of the exercise price under the Ligand Warrant from $ 17.30 per share to $ 7.50 per share.

The accounting impact of the modification was not material.

Note I – Accrued Liabilities

Accrued liabilities consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

December 31, 2025

2 unchanged sentences

Research services

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 J – Fair Value Measurements

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

September 30, 2025

March 31, 2026

Quoted Prices in

1 unchanged sentence

Cash equivalents (Note C)

Related party note receivable

Investment in MiNK Therapeutics, Inc.

4 unchanged sentences

Cash equivalents (Note C)

Related party note receivable

Investment in MiNK Therapeutics, Inc.

Long-term investments

Purchaser Upsize Option (Note F)

Contingent purchase price consideration

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.

We measured the Related party note receivable at fair value.

The fair value of the Note Receivable was determined 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.

In January 2026, in accordance with the terms of the note agreement, MiNK repaid the full principal and accrued interest balance.

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 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.

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

The fair value of our outstanding debt balance at March 31, 2026 and December 31, 2025 was $ 31.0 million and $ 45.7 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date.

The principal amount of our outstanding debt balance at March 31, 2026 and December 31, 2025 was $ 30.5 million and $ 45.5 million, respectively.

Note K – Revenue from Contracts with Customers

Pre-commercial Product Revenue

During the year ended December 31, 2025, we began recognizing pre-commercial product revenue for botensilimab/balstilimab ("BOT/BAL") provided to patients through regulatory-authorized early access pathways, including France's Autorisation d'Accès Compassionnel ("AAC") framework and paid named patient programs ("NPPs") in jurisdictions where permitted.

For the three months ended March 31, 2026, we recognized approximately $ 4.6 million of net revenue under these programs.

Revenue is recognized as the gross amount invoiced to the customer, less reserves for estimated variable consideration, consisting primarily of government rebates, when the customer (hospital or physician) obtains control of the product at delivery.

The estimated variable consideration is fully constrained until the calculations are finalized with the government authority and remitted annually.

For the three months ended March 31, 2026, our estimate of rebates reduced reported revenue by approximately $ 1.3 million.

Zydus License Agreement

In January 2026, we entered into a license agreement (see Note R) with Zydus under which Zydus received an exclusive license to develop, manufacture and commercialize botensilimab and balstilimab in India and Sri Lanka 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.

We identified one performance obligation in the arrangement;

the license of botensilimab and balstilimab.

The consideration in the arrangement is variable and subject to the sales-based royalty constraint.

For the three months ended March 31, 2026, no revenue was recognized.

Disaggregation of Revenue

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.

The following table presents revenue (in thousands) for the three months ended March 31, 2026 and 2025, disaggregated by geographic region and revenue type.

Revenue by geographic region is allocated based on the domicile of our respective business operations.

Three months ended September 30, 2025

United States

Rest of World

Clinical product revenue

Other services

Non-cash royalties

Three months ended September 30, 2024

Other services

Non-cash royalties

Nine months ended September 30, 2025

Three Months Ended March 31, 2026

United States

Rest of World

Clinical product revenue

Other services

Pre-commercial product revenue

Non-cash royalties

Nine months ended September 30, 2024

Clinical product revenue

Three Months Ended March 31, 2025

Other services

8 unchanged sentences

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

Nine months ended September 30, 2025

Three Months Ended March 31, 2026

Balance at beginning of period

2 unchanged sentences

Deferred revenue

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.

During the three months ended March 31, 2026 , 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 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.

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

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

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

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

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

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

A summary of option activity for the three months ended March 31, 2026 is presented below:

Outstanding at December 31, 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.

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 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.

Outstanding at March 31, 2026

Vested or expected to vest at March 31, 2026

Exercisable at March 31, 2026

The weighted average grant-date fair values of stock options granted during the three months ended March 31, 2026 and 2025 were $ 2.43 and $ 2.61 , respectively.

During the three months ended March 31, 2026, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date.

As of March 31, 2026 , there was approximately $ 2.0 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.

1 unchanged sentence

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

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

A summary of non-vested stock activity for the three months ended March 31, 2026 is presented below:

Outstanding at December 31, 2025

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,

Outstanding at March 31, 2026

As of March 31, 2026 , there was approximately $ 0.1 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 0.8 years.

During the three months ended March 31, 2026 , 20,528 shares were issued under the 2019 Employee Stock Purchase Plan and 428,045 shares were issued as a result of the vesting of non-vested stock.

The impact on our results of operations from share-based compensation for the three months ended March 31, 2026 and 2025, was as follows (in thousands):

Three Months Ended March 31,

Research and development

2 unchanged sentences

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.

As of both March 31, 2026, and December 31, 2025 , we maintained non-current restricted cash of $ 1.7 million.

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

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

Nine Months Ended September 30, 2025

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Beginning of Period

14 unchanged sentences

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

During the three and nine months ended September 30, 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.

During the three months ended March 31, 2026 , we received net proceeds of approximately $ 1.0 million from the sale of approximately 284,000 shares of our common stock in at-the-market offerings under the Sales Agreement.

In January 2026, we entered into an amendment and release agreement (the “Amendment Agreement”) with Ligand related to the Ligand Purchase Agreement and Ligand Warrant.

In connection with the Zydus Asset Purchase Agreement and Securities Purchase Agreement described in Note R, on January 15, 2026, we issued to Zynext Ventures USA LLC 2,133,333 shares of our common stock and allocated $ 7.2 million of consideration from the Zydus Agreements to this sale, based on the fair value of our common stock on the closing date.

On January 10, 2025, we entered into a payment agreement with Medpace, Inc.

("Medpace"), pursuant to which we agreed with Medpace to certain matters related to payments due to Medpace by us under a master services agreement with Medpace dated June 8, 2022.

In connection with the agreements set forth in the payment agreement, we issued to Medpace in a private issuance 1,318,084 shares of our common stock (the "Medpace Shares").

The Medpace Shares were issued to and were held by Medpace as a deposit and to provide security for our payment obligations to Medpace under the payment agreement.

In connection with a modification of the payment terms as provided for in the payment agreement, on December 29, 2025, we entered into a forbearance agreement with Medpace pursuant to which we agreed, among other things, to register for resale the Medpace Shares.

In addition, Medpace agreed to, under certain circumstances if applicable (including the payment in cash by us of

amounts due under the payment agreement), return some or all of the Medpace Shares to us.

As of and for the year ended December 31, 2025, these shares were deemed to be contingently returnable and as such, the Medpace Shares were not deemed outstanding at as of December 31, 2025.

In connection with the closing of the Zydus Asset Purchase Agreement in January 2026, we fully settled our obligation to Medpace in cash.

As such, Medpace returned all of the 1,318,084 shares to us.

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

Non-controlling interest recorded in our condensed consolidated financial statements as of March 31, 2026 and December 31, 2025, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own.

March 31, 2026

December 31, 2025

MiNK Therapeutics, Inc.

SaponiQx, Inc.

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

September 30, 2025

Changes in non-controlling interest for the periods ended March 31, 2026 and December 31, 2025, were as follows (in thousands):

March 31, 2026

December 31, 2025

2 unchanged sentences

Deconsolidation of a subsidiary

Sale of subsidiary shares in private placement

Issuance of subsidiary shares for services

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

3 unchanged sentences

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

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.

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

Note P – Related Party Transactions

10 unchanged sentences

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”).

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.

Allocation of Agenus services, net of approximately $ 162,000 for the three months ended March 31, 2026 are included as a contra-expense in “Operating expenses” in our Condensed Consolidated Statement of Operations and “Due from related parties,” of $ 15.8 million as of March 31, 2026, 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 %.

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

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

Interest accrued and was not payable until converted or paid in connection with the repayment in full of the principal amount of the Note.

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

In January 2026, MiNK repaid us the full $ 5.2 million (representing the then outstanding principal and accrued interest).

In June 2024, Dr.

2 unchanged sentences

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

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.

For the three months ended March 31, 2026 and 2025, we expensed Wolf Greenfield fees totaling approximately $ 4,000 and $ 97,000 , 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.

1 unchanged sentence

Note Q – Segment Information

We are managed and currently operate as three segments.

We are managed and currently operate as two 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.

7 unchanged sentences

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 nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

The following table presents selected financial information related to our single reportable segment for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Operating expenses:

2 unchanged sentences

Other operating expenses

Operating loss

Operating income (loss)

Other income (expense):

1 unchanged sentence

Interest income

Other income (expense)

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 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), and the consummation of the transactions contemplated by the SPA and the License Agreement.

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 R – Sale of Manufacturing Facilities to Zydus

On January 15, 2026, we completed the previously announced sale of substantially all of the assets comprising our manufacturing operations (the “Purchased Assets”) to Zydus pursuant to the Asset Purchase Agreement (“Purchase Agreement”) entered into on June 3, 2025.

In connection with the Purchase Agreement, on January 15, 2026, we also entered into the previously announced license agreement with Zydus (the “License Agreement”) under which Zydus received 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.

Also in connection with the Purchase Agreement, on January 15, 2026, we completed the previously announced sale of 2,133,333 shares of our common stock for an aggregate purchase price of approximately $ 16.0 million, or $ 7.50 per share to Zynext Ventures USA LLC (“Zynext”), an indirect wholly-owned subsidiary of Zydus Lifesciences Limited under the Securities Purchase Agreement (the “SPA” and together with the License Agreement and Purchase Agreement the “Zydus Agreements”).

As the amount paid for the shares under the SPA was in excess of their fair value, $ 8.8 million of the consideration associated with the SPA was allocated to the Purchase Agreement.

Because the Purchase Agreement represents the sale of nonfinancial assets to a counterparty that is not a customer, we accounted for the transaction under ASC 610‑20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets.

We recognized a $ 40.4 million gain on Zydus asset sale in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2026.

The gain is the difference between (1) total consideration of $ 111.3 million and (2) the $ 70.9 million carrying amount of the Purchased Assets and related liabilities that were derecognized.

At closing of the Zydus Agreements, we received total cash consideration of $ 91.0 million, less adjustments for reimbursable expenses, other required closing payments, including approximately $ 5.8 million of transaction expenses, and $ 7.5 million placed into a twelve-month escrow.

We allocated cash consideration of $ 7.2 million to the sale common stock under the SPA, based on the fair value of common stock sold.

Total cash consideration allocated to the sale of Purchased Assets, including amounts in escrow, was $ 71.4 million.

Under the Purchase Agreement, we may receive up to $ 50.0 million of potential payments (currently restricted and only for use on services provided to us by Zydus) based on usage by Agenus of Zydus’ manufacturing business during the 36-month period following the closing, which we are currently required to hold in a restricted account until and when we make related payments to Zydus for clinical supply (the “Additional Zydus Consideration”).

There is no net cash that will be received through the Additional

Zydus Consideration because the payments are contingent on us procuring $ 50.0 million in services from Zydus.

Accordingly, the Additional Zydus Consideration is considered non-cash consideration in the form of clinical supply, and was measured at its fair value at contract inception.

The amount of non-cash consideration to be received under the Additional Zydus Consideration provision may vary for reasons other than the form of consideration, and therefore is subject to constraint.

The Additional Zydus Consideration is comprised of three potential payments.

As of March 31, 2026, we estimated that two potential payments of $ 20.0 million each were probable to be received and included an aggregate of $ 40.0 million Additional Zydus Consideration in the transaction price.

Through March 31, 2026, it was determined that non-cash consideration with a fair value of approximately $ 40.0 million was probable to be received, and approximately $ 10.0 million of non-cash consideration is constrained and excluded from the transaction price.

We will reassess the estimate of variable consideration each reporting period and recognize changes as a change in the gain on sale of nonfinancial assets during the period in which the change in estimate occurs.

We recorded a $ 40.0 million Zydus agreements contract asset in the Condensed Consolidated Balance Sheet related to the Additional Zydus Consideration that is included in the transaction price.

As the clinical supply is received, the associated value will be recorded as R&D expense, consistent with the Company’s existing accounting policy for clinical supply.

Note S – Contingencies

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

On May 4, 2026, the U.S.

Securities and Exchange Commission (the "SEC") informed the Company that it has concluded its investigation as to the Company and does not intend to recommend an enforcement action against the Company.

The investigation originated in September 2024, when the Company received a subpoena from the Boston Regional Office of the SEC seeking records relating to certain of its product candidates, correspondence with the FDA, public disclosure, and other matters.

The Company produced records pursuant to the subpoena and cooperated with the SEC throughout the investigation.

On March 24, 2026, the U.S.

District Court for the District of Massachusetts (the "Court") granted the Company's motion to dismiss the putative securities class action 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.

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.

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.

1:24-cv-12299, in its entirety, ruling in favor of the Company and the individual defendants, and denied the lead plaintiff's request for leave to amend.

The action was originally filed in September 2024 against the Company and certain of its executives and directors.

The amended complaint, filed February 7, 2025 by the court-appointed lead plaintiff, alleged 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 sought to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023 and July 17, 2024, and sought damages, interest, and an award of costs including attorneys' fees.

On April 15, 2026, the lead plaintiff filed a Notice of Appeal to the U.S.

Court of Appeals for the First Circuit in a case captioned Olsen v.

Agenus, Inc., et al., No.

The First Circuit requires the parties to participate in a mandatory settlement conference, which is scheduled for May 26, 2026.

The Company intends to vigorously defend the District Court's dismissal on appeal.

The Company is unable to estimate a range of loss, if any, that could result from an adverse outcome on appeal.

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

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

Plaintiffs seek an award of damages and an order directing the Company to reform and improve its corporate governance and internal procedures.

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.

The Company is unable to estimate a range of loss, if any, that could result from an adverse outcome in these consolidated actions.

The Company is not currently a party to any other material legal proceedings.

From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of business.

Regardless of outcome, litigation can have a material adverse effect on the Company because of defense and settlement costs, diversion of management resources, and other factors.

Note T – 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.

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

1 unchanged sentence

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 nine months ended September 30, 2025 had or is expected to have a material impact on our consolidated financial statements or disclosures.

No other new accounting pronouncement issued or effective during the three months ended March 31, 2026 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 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.

During the period of April 1, 2026 through May 7, 2026, we received net proceeds of approximately $ 11.7 million under the Sales Agreement.

SEC Investigation Closure

On May 4, 2026, the U.S.

Securities and Exchange Commission informed the Company that it has concluded its previously disclosed investigation as to the Company and does not intend to recommend an enforcement action.

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