What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-11 · 226 added, 157 removed, 498 unchanged (43% of the section changed)

3 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

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

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

$ 47,977 and $ 47,468 at June 30, 2026 and December 31, 2025, respectively

Operating lease right-of-use assets

Acquired intangible assets, net of accumulated amortization of $ 17,482 and

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

$ 17,325 at June 30, 2026 and December 31, 2025, respectively

Equity method investment in MiNK Therapeutics, Inc.

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LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current portion, long-term debt

Short-term debt

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

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

Deferred revenue, net of current portion

Deferred revenue

Operating lease liabilities, net of current portion

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31,620 shares designated, issued, and

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

outstanding at June 30, 2026 and December 31, 2025;

liquidation value

of $ 34,371 at March 31, 2026

of $ 34,371 at June 30, 2026

Common stock, par value $ 0.01 per share;

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42,615,618 and 35,320,397 shares issued and outstanding at

March 31, 2026 and December 31, 2025, respectively

June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

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(Amounts in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

Pre-commercial product revenue

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General and administrative

Fair value adjustments

Total operating expenses

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Net income (loss) attributable to Agenus Inc.

comm stockholders:

common stockholders:

Weighted average number of Agenus Inc.

common shares outstanding:

Other comprehensive income (loss):

Foreign currency translation gain (loss)

Other comprehensive income (loss)

Other comprehensive loss:

Foreign currency translation loss

Other comprehensive loss

Comprehensive income (loss)

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Balance at March 31, 2026

Other comprehensive loss

Share-based compensation

Shares sold at the market

Payment of CEO payroll in shares

Modification of warrants

Issuance of shares for services

Issuance of shares in connection with debt agreement

Exercise of stock options

Issuance of shares for employee salaries

Retirement of treasury shares related to employee withholding

Balance at June 30, 2026

See accompanying notes to unaudited condensed consolidated financial statements.

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Balance at March 31, 2025

Other comprehensive loss

Share-based compensation

Shares sold at the market

Payment of CEO payroll in shares

Issuance of shares for services

Issuance of shares in connection with debt agreement

Vesting of nonvested shares

Issuance of shares for employee salaries

Retirement of treasury shares

Balance at June 30, 2025

See accompanying notes to unaudited condensed consolidated financial statements .

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CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS

(Amounts in thousands, except per share amounts)

Three Months Ended March 31,

(Amounts in thousands)

Six Months Ended June 30,

Cash flows from operating activities:

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Non-cash interest expense

Unrealized loss on long-term investments

Loss (gain) on sale or disposal of assets, net

Unrealized (gain) loss on long-term investments

Gain on Zydus asset sale

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Payment of finance lease obligation

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash

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

Issuance of stock options for payment of certain employee bonuses

See accompanying notes to unaudited condensed consolidated financial statements.

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NOTES TO UNAUDITED CONDENSED CO NSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 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 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.

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("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:

• Multiple antibody discovery platforms, including proprietary display technologies, to identify future antibody candidates.

• Antibody candidate programs, including our lead assets, botensilimab ("BOT") (a multifunctional immune cell activator and human Fc-enhanced CTLA-4 blocking antibody, also known as AGEN1181) and balstilimab ("BAL") (a PD-1 blocking antibody).

• Our saponin-based vaccine adjuvant platform, primarily centered around our STIMULON cultured plant cell (“cpc”) QS-21 adjuvant (“STIMULON cpcQS-21”).

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

Our product candidates require successful clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace.

Part of our strategy is to develop and commercialize some of our product candidates through arrangements with academic and corporate collaborators and licensees.

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.

Our discovery platforms, antibody programs, STIMULON cpcQS-21 adjuvant platform and the allogeneic invariant natural killer T-Cell pipleline controlled by MINK are described in Item 2 of this report and in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K").

Following our strategic realignment announced in December 2024, we prioritized the BOT and BAL programs and temporarily paused certain non-core preclinical and clinical activities while we evaluate partnering and targeted funding opportunities.

Liquidity and Going Concern :

We have incurred significant losses since our inception in 1994.

As of June 30, 2026, we had an accumulated deficit of $ 2.1 billion.

During the six months ended June 30, 2026 , we materially strengthened our liquidity position.

MiNK 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 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.

As of June 30, 2026, we had cash and cash equivalents of $ 18.7 million, compared with $ 3.0 million as of December 31, 2025.

The June 30, 2026 cash balance excludes the $ 7.6 million held in escrow under the Zydus agreements, including $ 0.1 million of accrued interest, 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 BOT/BAL — 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 third quarter of 2026.

On July 15, 2026, we closed a private placement (the "Private Placement") with certain institutional and other accredited investors (each, a "Purchaser" and collectively, the "Purchasers").

The Company agreed to issue and sell (i) 23,035,227 shares of the Company’s common stock, (ii) accompanying Series A purchase warrants to purchase 21,144,277 shares of common stock and (iii) accompanying Series B purchase warrants to purchase 33,797,214 shares of common stock.

The aggregate gross proceeds received upfront was approximately $ 85.0 million, before deducting placement expenses, with up to an additional $ 255.0 million in gross proceeds upon exercise of the Series A Warrants and Series B Warrants, assuming the exercise in full of such warrants.

Exercise of the warrants is at the discretion of the holders and no assurance can be given that the Company will receive any warrant proceeds.

See Note U for the terms of the private placement, including the exercise prices of the warrants and the milestone-based provisions governing their expiration.

Based on our current operating plan and projections, our existing cash and cash equivalents, together with the net proceeds of the private placement, are expected to fund our operations and capital expenditure requirements into the third quarter of 2027, assuming no exercise of the Series A or Series B Warrants.

That plan reflects anticipated revenues from our early access programs and scheduled debt payments in the look-forward period, the majority of which is secured by certain real estate properties.

However, advancing our planned registration and commercialization strategy for BOT and BAL, 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.

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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.

Basis of Presentation:

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

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

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”).

Operating results for the six months ended June 30, 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 2025 Form 10-K filed with the Securities and Exchange Commission (“SEC”).

The preparation of consolidated financial statements in conformity with U.S.

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dollars using average exchange rates during the period.

The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss) in total stockholders’ deficit.

The cumulative translation adjustment resulting from changes in exchange rates is included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss) in total stockholders’ deficit.

Note B – Summary of Significant Accounting Policies

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.

There have been no material changes to our significant accounting policies during the six months ended June 30, 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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Amounts used for basic and diluted per share calculations:

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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 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,

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 months ended June 30, 2026, as well as the three and six months ended June 30, 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 June 30, 2026 and 2025, as they would be anti-dilutive (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Stock options

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Note D – C ash Equivalents

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

March 31, 2026

Cash equivalents consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 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 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.

As a result of the short-term nature of these investments, there were immaterial unrealized holding gains or losses for the three and six months ended June 30, 2026 and 2025.

As of both June 30, 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 March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026

Acquired intangible assets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

As of June 30, 2026

Gross carrying

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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.

In July 2025, our ownership percentage of MiNK dropped below 50 %, resulting 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 44 % as of March 31, 2026) we have accounted for this investment under the equity method and have elected the fair value option.

We retain the ability to exercise significant influence with ownership of approximately 43 % as of June 30, 2026.

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

All subsequent changes in fair value are reported as part of Non-operating income (expense) in our condensed consolidated statements of operations and comprehensive income (loss).

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.

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 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 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.

The fair value of our equity investment in MiNK at June 30, 2026 was $ 25.5 million.

The total carrying value of our investment in MiNK at June 30, 2026 , including the carrying value of the Due from related parties receivable, was approximately $ 41.5 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 March 31, 2026 and summarized results of operations for the three months ended March 31, 2026 (in thousands):

March 31, 2026

The following tables present summarized balance sheet information as of June 30, 2026 and summarized results of operations for the three and six months ended June 30, 2026 (in thousands):

June 30, 2026

Current assets

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Non-current liabilities

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net loss attributable to Agenus

The summarized amounts presented above are provided solely to satisfy the disclosure requirements applicable to a significant investee.

They are not recognized in our results of operations, which reflect the fair value option election described above.

Note G – Debt

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

Debt obligations consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

Debt instrument

March 31, 2026

June 30, 2026

Debt Discount

March 31, 2026

June 30, 2026

Current Portion:

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Promissory Note

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.

As of June 30, 2026 and December 31, 2025, the principal amount of our outstanding debt balance was $ 30.4 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.

In the six months ended June 30, 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.

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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.

On June 29, 2026, we entered into an Amendment to Notes, Extension of Warrants and Sale of New Warrants with existing noteholders, pursuant to which we:

• extended the maturity date of $ 5.09 million of senior subordinated promissory notes we previously issued to such noteholders in 2015 (the “2015 Notes”) by seven months from June 20, 2026 to January 18, 2027 (all other terms of the 2015 Notes, including the applicable interest rate will remain unchanged);

• extended the expiration date of all 2022 A warrants to purchase shares of our common stock (the “A Warrants”) and 2022 B warrants to purchase shares of the our common stock (the “B Warrants”) held by such noteholders to purchase a total of 97,500 shares of the our common stock, each at an exercise price of $ 3.25 , to June 25, 2031 (the “Amended A Warrants” and “Amended B Warrants”);

• extended the expiration date of all 2025 C warrants to purchase shares of our common stock (the “C Warrants”) held by such noteholders to purchase a total of 67,500 shares of the our common stock previously issued in 2025 to June 25, 2031 (the “Amended C Warrants”)

• issued to certain noteholders new warrants to purchase 56,525 shares of our common stock to expire June 25, 2031 , and have an exercise price of $ 3.25 per share, (the “D Warrants” and, together with the Amended A Warrants, the Amended B Warrants, and the Amended C Warrants, the “New Warrants”);

• committed to registering the New Warrants with the Securities and Exchange Commission within ninety (90) days after June 29, 2026;

This Amendment was accounted for as a debt modification.

As part of the Amendment, we recorded debt discount of approximately $ 0.2 million, representing the fair value of the new and modified warrants.

This amount is presented net of the liability in our condensed consolidated balance sheets and will be amortized to interest expense over the term of the 2015 Subordinated Notes.

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

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

The following table shows the activity within the liability account in the six months ended June 30, 2026 (in thousands):

December 31, 2025 to

March 31, 2026

June 30, 2026

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 sheets 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 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.

During the six months ended June 30, 2026, we recognized $ 57.3 million of non-cash royalty revenue, and we recorded $ 17.7 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.

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

During the three months ended March 31, 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 %.

During the six months ended June 30, 2026, our estimate of the effective annual interest rate over the remaining life of the agreement increased to 23.2 % , which results in a life of contract interest rate of 24.2 % .

Ligand Pharmaceuticals

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

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

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

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

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Total Ligand Purchase Agreement gross proceeds

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.

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 sheets 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 expired unexercised in 2025.

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

During the three months ended March 31, 2026, we recorded $ 4.9 million of non-cash interest expense related to the Ligand Purchase Agreement.

During the six months ended June 30, 2026, we recorded $ 10.0 million of non-cash interest expense related to the Ligand Purchase Agreement.

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

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

As of March 31, 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 %.

As of June 30, 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.

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Note I – Accrued Liabilities

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

March 31, 2026

Accrued liabilities consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

December 31, 2025

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

March 31, 2026

June 30, 2026

Quoted Prices in

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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.

The fair value of our outstanding debt balance at June 30, 2026 and December 31, 2025 was $ 30.7 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 June 30, 2026 and December 31, 2025 was $ 30.4 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.

During the year ended December 31, 2025, we began recognizing pre-commercial product revenue for BOT plus BAL ("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 and six months ended June 30, 2026, we recognized approximately $ 6.4 million and $ 11.0 million of net revenue under these programs, respectively.

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.

For the three and six months ended June 30, 2026, our estimate of rebates reduced reported revenue by approximately $ 2.2 million and $ 3.5 million, respectively.

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.

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 BOT and BAL 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 license of BOT and BAL.

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.

For the six months ended June 30, 2026 , no revenue was recognized.

Disaggregation of Revenue

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

The following table presents revenue (in thousands) for the three and six months ended June 30, 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 March 31, 2026

Three Months Ended June 30, 2026

United States

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Non-cash royalties

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Research and development

Other services

Non-cash royalties

Six Months Ended June 30, 2026

United States

Rest of World

Pre-commercial product revenue

Non-cash royalties

Six Months Ended June 30, 2025

Research and development

Other services

Non-cash royalties

Contract Balances

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The advance consideration received from customers for research and development services or licenses bundled with other promises is a contract liability until the underlying performance obligations are transferred to the customer.

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

Three Months Ended March 31, 2026

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

Six Months Ended June 30, 2026

Balance at beginning of period

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Deferred revenue

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.

Pre-commercial product rebates:

Accrued rebates

During the six months ended June 30, 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 2026, 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 5.0 million shares.

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

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

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

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

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

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

A summary of option activity for the six months ended June 30, 2026 is presented below:

Outstanding at December 31, 2025

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.

Outstanding at June 30, 2026

Vested or expected to vest at June 30, 2026

Exercisable at June 30, 2026

The weighted average grant-date fair values of stock options granted during the six months ended June 30, 2026 and 2025 were $ 3.01 and $ 2.90 , respectively.

On June 16, 2026, our stockholders approved a one-time exchange of options to purchase shares of the our common stock issued under our 2019 EIP, the Amended and Restated 2009 Equity Incentive Plan (the “2009 EIP”), and the Company’s 2015 Inducement Equity Plan (the “2015 Plan” and, together with the 2019 EIP and 2009 EIP, the “Equity Plans”) that were held by our executive officers, other employees, consultants, and non-employee directors, for new options to purchase shares of the our common stock (the “Option Exchange”).

Pursuant to the Option Exchange, eligible options were cancelled in exchange for an equal number of new options to purchase shares of common stock with an exercise price greater than or equal to the fair market value of the Company’s common stock at the time of the Option Exchange and a term of the option that extends ten years from the date of grant.

An eligible stock option generally included any outstanding stock option that had an exercise price equal to or greater than $ 2.50 per share and greater than the closing price of the Company’s common stock on the date of the Option Exchange, that vested based on continued service with the Company or based on the achievement of performance milestones and that was granted under the Equity Plans.

The Option Exchange resulted in the re-pricing of 2,054,413 options.

Of these, 1,498,024 awards were repriced to an exercise price of $ 4.47 and the remaining 556,389 awards were repriced to an exercise price of $ 2.98 .

The vesting conditions of the modified options remained the same and the modified awards have a 10 -year term.

Total expected incremental share-based compensation expense resulting from the modification is approximately $ 1.9 million, of which $ 1.8 million relates to vested awards and was recognized immediately with $ 0.1 million being recognized over the remaining vesting period.

During the six months ended June 30, 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 June 30, 2026 , there was approximately $ 9.7 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 2.3 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 three months ended March 31, 2026 is presented below:

A summary of non-vested stock activity for the six months ended June 30, 2026 is presented below:

Outstanding at December 31, 2025

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,

Outstanding at June 30, 2026

As of June 30, 2026 , there was approximately $ 37,000 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 0.6 years.

During the six months ended June 30, 2026 , 225,102 shares were issued as a result of stock option exercises, 20,528 shares were issued under the 2019 Employee Stock Purchase Plan, and 469,850 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, 2026 and 2025, was as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

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Note M – Restricted Cash

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

As of both June 30, 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):

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

Beginning of Period

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

During the three months ended March 31, 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.

During the three and six months ended June 30, 2026 , we received net proceeds of approximately $ 14.1 million and $ 15.1 million, respectively, from the sale of approximately 3.6 million and 3.9 million shares of our common stock in at-the-market offerings under the Sales Agreement, respectively.

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.

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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.

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.

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Note O – Non-controlling Interest

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

Non-controlling interest recorded in our condensed consolidated financial statements as of June 30, 2026 and December 31, 2025, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own.

June 30, 2026

December 31, 2025

SaponiQx, Inc.

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

March 31, 2026

Changes in non-controlling interest for the periods ended June 30, 2026 and December 31, 2025, were as follows (in thousands):

June 30, 2026

December 31, 2025

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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.

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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 $ 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.

Allocation of Agenus services, net of approximately $ 184,000 and $ 346,000 for the three and six months ended June 30, 2026 are included as a contra-expense in “Operating expenses” in our condensed consolidated statements of operations and comprehensive income (loss) and “Due from related parties,” of $ 16.1 million as of June 30, 2026, in our condensed consolidated balance sheets.

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

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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.

The Note carried an annual 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.

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

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

For the three and six months ended June 30, 2026 , we expensed Wolf Greenfield fees totaling approximately $ 11,000 and $ 15,000 , respectively, and for the three and six months ended June 30, 2025 , we expensed Wolf Greenfield fees totaling approximately $ 66,000 and $ 162,000 , respectively.

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

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Our Chief Executive Officer serves as our Chief Operating Decision Maker (“CODM”) and is responsible for reviewing company performance and making decisions regarding resource allocation.

Our CODM evaluates company performance based on net loss, as included in the Consolidated Statements of Operations and Comprehensive Loss, ensuring resource allocation decisions

support company goals.

Our CODM evaluates company performance based on net loss, as included in the condensed consolidated statements of operations and comprehensive income (loss), ensuring resource allocation decisions support company goals.

The measure of segment assets is total assets, as included in the condensed consolidated balance sheets.

Refer to the condensed consolidated financial statements for other financial information regarding our single reportable segment.

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

Three Months Ended March 31,

The following table presents selected financial information related to our single reportable segment for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

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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.

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 BOT and BAL 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”).

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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.

We recognized a $ 40.4 million gain on Zydus asset sale in our condensed consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 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.

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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.

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.

1 unchanged sentence

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.

As of the close of the Purchase Agreement, 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, while approximately $ 10.0 million of non-cash consideration was constrained and excluded from the transaction price.

We recorded a $ 40.0 million Zydus agreements contract asset in the condensed consolidated balance sheets related to the Additional Zydus Consideration that is included in the transaction price.

As the clinical supply and services are received, the associated value will be recorded as research and development expense, consistent with the Company’s existing accounting policy for clinical supply.

During the period ended June 30, 2026, we met the conditions for the first payment into escrow of $ 20.0 million (only for use in making payments to Zydus), reflecting the total value of the first tranche of clinical supply expected to be delivered by Zydus in 2026.

The Zydus agreement contract asset was reduced by $ 7.1 million, reflecting the value of clinical supply actually delivered by Zydus during the period and an agreement to release a portion of Zydus’ obligation to deliver clinical supply in settlement of a payable to Zydus.

As of June 30, 2026, we determined that it is not reasonably certain that the remaining $ 10.0 million right to clinical supply non-cash consideration will be used, and as such, have not recognized it as part of the Zydus agreement contract asset on the condensed consolidated balance sheets.

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

Note S – Contingencies

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Securities Litigation, No.

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.

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 his complaint.

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.

The lead plaintiff has appealed the Court's order to the U.S.

Court of Appeals for the First Circuit in the matter 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.

Briefing in the appeal commenced in June 2026, and the lead plaintiff contends that the Court erred as a matter of law in dismissing the claims against the Company and Garo Armen, the Company’s Chairman and Chief Executive Officer.

The Company intends to vigorously defend the Court's dismissal order.

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.

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We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements.

No other new accounting pronouncement issued or effective during the three months ended March 31, 2026 had or is expected to have a material impact on our consolidated financial statements or disclosures.

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

Securities Purchase Agreement

On July 13, 2026, the Company entered into a Securities Purchase Agreement for a private placement with certain institutional and other accredited investors.

The closing of the Private Placement occurred on July 15, 2026, subject to the satisfaction of customary closing conditions.

Under the terms of the Purchase Agreement, the Company has agreed to issue and sell (i) 23,035,227 shares of the Company’s common stock, (ii) accompanying Series A purchase warrants to purchase 21,144,277 shares of common stock at an exercise price of $ 4.02 per share and (iii) accompanying Series B purchase warrants to purchase 33,797,214 shares of common stock at an exercise price of $ 5.03 per share.

The combined effective purchase price per share, or per pre-funded warrant less its exercise price, together with the accompanying Series A Warrant and Series B Warrant, was $ 3.69 .

The aggregate gross proceeds received were approximately $ 85.0 million, before deducting Private Placement expenses, with up to an additional $ 255.0 million in gross proceeds upon exercise of the Series A Warrants and Series B Warrants, assuming the exercise in full of such warrants.

The pre-funded warrants have an exercise price of $ 0.01 per share, are exercisable immediately, do not expire until exercised in full, and contain customary beneficial ownership limitation provisions.

The pre-funded warrants are equity-classified.

See Note C for their treatment in the computation of basic net income (loss) per share.

The Series A Warrants are exercisable immediately and expire upon the earlier of (i) the fifth anniversary of the closing date of the Private Placement and (ii) the date that is 30 days following the day on which the Company publicly discloses, by press release or Current Report on Form 8-K, that at least 60 patients have been dosed in the Phase 3 clinical trial of BOT/BAL for the neoadjuvant treatment of colon cancer (the “ROBBIN” trial).

The Series B Warrants are exercisable immediately and expire upon the earliest of (i) the fifth anniversary of the closing date of the Private Placement, (ii) the date that is 30 days following the day on which the Company publicly discloses, by press release or Current Report on Form 8-K, pathologic response data for at least 50 patients dosed with BOT plus BAL in the ROBBIN trial and (iii) unless the holder shall at such time have exercised in full the Series A Warrant held by such holder, 12:01 a.m.

(New York City time) on the date immediately following the expiration date of the Series A Warrants.

Exercise of the Series A Warrants and Series B Warrants is at the discretion of the holders.

No assurance can be given that any such warrants will be exercised or that the Company will receive any additional proceeds from them.

The Series A Warrants and Series B Warrants are equity-classified.

BATTMAN Discontinuation and the Initiation of the ROBBIN Trial

In connection with its strategic prioritization of neoadjuvant BOT/BAL in MSS colon cancer, the Company discontinued its planned future financial contribution to BATTMAN, the Phase 3 study sponsored by the Canadian Cancer Trials Group (CCTG) evaluating BOT/BAL in refractory MSS/pMMR metastatic colorectal cancer.

Agenus was one of the study's funding sources and supplied BOT/BAL, while CCTG served as the study sponsor and conducted the trial.

Following Agenus's funding decision, CCTG formally terminated the study.

The decision reflected financing and development priorities and was not driven by enrollment performance, efficacy or safety findings, or an interim analysis.

The Company will continue to support BOT/BAL treatment for patients previously enrolled in BATTMAN where medically appropriate and permitted under applicable requirements.

The Company has established physician-led compassionate access pathways in Canada, Australia and New Zealand, which will remain open to new physician requests through December 31, 2026.

In addition, the Company announced a planned registrational Phase 3 trial (ROBBIN) of neoadjuvant BOT/BAL for high-risk Stage II and Stage III MSS colon cancer.

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