Agenus Inc.

11/12/2024 | Press release | Distributed by Public on 11/12/2024 15:59

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-29089

Agenus Inc.

(exact name of registrant as specified in its charter)

Delaware

06-1562417

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3 Forbes Road, Lexington, Massachusetts 02421

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:

(781) 674-4400

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01

AGEN

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

Number of shares outstanding of the issuer's Common Stock as of November 8, 2024: 23,458,929shares.

Agenus Inc.

Nine Months Ended September 30, 2024

Table of Contents

Page

PART I

ITEM 1.

Financial Statements:

2

Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023

2

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023 (Unaudited)

3

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit for the three and nine months ended September 30, 2024 and 2023 (Unaudited)

4

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)

6

Notes to Unaudited Condensed Consolidated Financial Statements

7

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

20

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

26

ITEM 4.

Controls and Procedures

26

PART II

ITEM 1.

Legal Proceedings

28

ITEM 1A.

Risk Factors

28

ITEM 5.

Other Information

28

ITEM 6.

Exhibits

29

Signatures

30

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

September 30, 2024
(unaudited)

December 31, 2023

ASSETS

Cash and cash equivalents

$

44,784

$

76,110

Accounts receivable

207

25,836

Prepaid expenses

2,352

8,098

Other current assets

2,811

2,372

Total current assets

50,154

112,416

Property, plant and equipment, net of accumulated amortization and depreciation of
$71,109 and $61,943 at September 30, 2024 and December 31, 2023, respectively

124,472

133,421

Operating lease right-of-use assets

28,612

29,606

Goodwill

24,694

24,723

Acquired intangible assets, net of accumulated amortization of $18,063 and
$17,688 at September 30, 2024 and December 31, 2023, respectively

3,955

4,411

Other long-term assets

6,595

9,336

Total assets

$

238,482

$

313,913

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current portion, long-term debt

$

13,401

$

146

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

159,647

132,502

Current portion, deferred revenue

10

18

Current portion, operating lease liabilities

2,427

2,587

Accounts payable

45,899

61,446

Accrued liabilities

36,695

45,283

Other current liabilities

12,565

13,915

Total current liabilities

270,644

255,897

Long-term debt, net of current portion

-

12,768

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

182,558

124,556

Deferred revenue, net of current portion

1,143

1,143

Operating lease liabilities, net of current portion

55,164

62,511

Other long-term liabilities

777

5,420

Commitments and contingencies

STOCKHOLDERS' DEFICIT

Series A-1 convertible preferred stock; 31,620 shares designated, issued, and
outstanding at September 30, 2024 and December 31, 2023; liquidation value
of $34,047 at September 30, 2024

0

0

Common stock, par value $0.01 per share; 800,000,000 shares authorized;
 21,685,192 and 19,718,662 shares issued and outstanding at
September 30, 2024 and December 31, 2023, respectively

217

197

Additional paid-in capital

1,845,815

1,796,095

Accumulated other comprehensive loss

(1,347

)

(955

)

Accumulated deficit

(2,137,021

)

(1,955,668

)

Total stockholders' deficit attributable to Agenus Inc.

(292,336

)

(160,331

)

Non-controlling interest

20,532

11,949

Total stockholders' deficit

(271,804

)

(148,382

)

Total liabilities and stockholders' deficit

$

238,482

$

313,913

See accompanying notes to unaudited condensed consolidated financial statements.

2

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(Amounts in thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Revenue:

Research and development

$

-

$

3,414

$

267

$

8,515

Service revenue

454

540

1,353

2,464

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

24,658

20,360

75,006

61,534

Total revenues

25,112

24,314

76,626

72,513

Operating expenses:

Cost of service revenue

(146

)

(303

)

(368

)

(2,851

)

Research and development

(41,058

)

(51,443

)

(121,753

)

(167,846

)

General and administrative

(17,275

)

(18,909

)

(50,947

)

(57,562

)

Fair value adjustments

1,863

-

1,863

398

Operating loss

(31,504

)

(46,341

)

(94,579

)

(155,348

)

Other income (expense):

Non-operating income

19

442

6,054

238

Interest expense, net

(35,729

)

(18,633

)

(96,940

)

(53,745

)

Net loss

(67,214

)

(64,532

)

(185,465

)

(208,855

)

Dividends on Series A-1 convertible preferred stock

(54

)

(53

)

(161

)

(160

)

Less: net loss attributable to non-controlling interest

(828

)

(2,331

)

(4,112

)

(9,384

)

Net loss attributable to Agenus Inc. common stockholders

$

(66,440

)

$

(62,254

)

$

(181,514

)

$

(199,631

)

Per common share data:

Basic and diluted net loss attributable to Agenus Inc. common stockholders

$

(3.08

)

$

(3.29

)

$

(8.65

)

$

(11.43

)

Weighted average number of Agenus Inc. common shares outstanding:

Basic and diluted

21,550

18,908

20,995

17,458

Other comprehensive loss:

Foreign currency translation loss

$

(346

)

$

(311

)

$

(392

)

$

(1,943

)

Other comprehensive loss

(346

)

(311

)

(392

)

(1,943

)

Comprehensive loss

$

(66,786

)

$

(62,565

)

$

(181,906

)

$

(201,574

)

See accompanying notes to unaudited condensed consolidated financial statements.

3

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

(Unaudited)

(Amounts in thousands)

Series A-1

Convertible

Preferred Stock

Common Stock

Treasury Stock

Number of
Shares

Par
Value

Number of
Shares

Par
Value

Additional
Paid-In
Capital

Number
of Shares

Amount

Accumulated
Other
Comprehensive
Income (Loss)

Non-controlling
Interest

Accumulated
Deficit

Total

Balance at December 31, 2023

32

$

0

19,718

$

197

$

1,796,095

-

$

-

$

(955

)

$

11,949

$

(1,955,668

)

(148,382

)

Net loss

-

-

-

-

-

-

-

-

(1,568

)

(61,886

)

(63,454

)

Other comprehensive loss

-

-

-

-

-

-

-

(116

)

-

-

(116

)

Share-based compensation

-

-

-

-

3,477

-

-

-

719

-

4,196

Shares sold at the market

-

-

1,249

13

17,158

-

-

-

-

-

17,171

Payment of CEO payroll in shares

-

-

7

-

89

-

-

-

-

-

89

Vesting of nonvested shares

-

-

8

-

-

-

-

-

-

-

-

Exercise of stock options and employee share purchases

-

-

12

-

166

-

-

-

7

-

173

Balance at March 31, 2024

32

$

0

20,994

$

210

$

1,816,985

-

$

-

$

(1,071

)

$

11,107

$

(2,017,554

)

$

(190,323

)

Net loss

-

-

-

-

-

-

-

-

(1,716

)

(53,081

)

(54,797

)

Other comprehensive income

-

-

-

-

-

-

-

70

-

-

70

Share-based compensation

-

-

-

-

8,449

-

-

-

841

-

9,290

Shares sold at the market

-

-

117

1

1,989

-

-

-

-

-

1,990

Issuance of warrants, net of expenses

-

-

-

-

6,983

-

-

-

-

-

6,983

Vesting of nonvested shares

-

-

2

-

-

-

-

-

-

-

-

Payment of CEO payroll in shares

-

-

11

-

114

-

-

-

-

-

114

MiNK private placement stock sale

-

-

-

-

(4,434

)

-

-

-

10,234

-

5,800

Exercise of stock options

-

-

2

-

28

-

-

-

6

-

34

Balance at June 30, 2024

32

$

0

21,126

$

211

$

1,830,114

-

$

-

$

(1,001

)

$

20,472

$

(2,070,635

)

$

(220,839

)

Net loss

-

-

-

-

-

-

-

-

(828

)

(66,386

)

(67,214

)

Other comprehensive loss

-

-

-

-

-

-

-

(346

)

-

-

(346

)

Share-based compensation

-

-

-

-

8,399

-

-

-

881

-

9,280

Shares sold at the market

-

-

503

5

6,771

-

-

-

-

-

6,776

Payment of CEO payroll in shares

-

-

16

-

98

-

-

-

-

-

98

Vesting of nonvested shares

-

-

7

-

-

-

-

-

-

-

-

Exercise of stock options and employee share purchases

-

-

33

1

433

-

-

-

7

-

441

Balance at September 30, 2024

32

$

0

21,685

$

217

$

1,845,815

-

$

-

$

(1,347

)

$

20,532

$

(2,137,021

)

$

(271,804

)

See accompanying notes to unaudited condensed consolidated financial statements.

4

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

(Unaudited)

(Amounts in thousands)

Series A-1

Convertible

Preferred Stock

Common Stock

Treasury Stock

Number of
Shares

Par
Value

Number of
Shares

Par
Value

Additional
Paid-In
Capital

Number
of Shares

Amount

Accumulated
Other
Comprehensive
Income (Loss)

Non-controlling
Interest

Accumulated
Deficit

Total

Balance at December 31, 2022

32

$

0

15,278

$

153

$

1,647,561

-

$

-

$

915

$

6,376

$

(1,709,907

)

$

(54,902

)

Net loss

-

-

-

-

-

-

-

-

(2,639

)

(68,254

)

(70,893

)

Other comprehensive income

-

-

-

-

-

-

-

2

-

-

2

Share-based compensation

-

-

-

-

4,566

-

-

-

919

-

5,485

Shares sold at the market

-

-

1,689

17

60,566

-

-

-

-

-

60,583

Issuance of director deferred shares

-

-

13

1

982

-

-

-

-

-

983

Issuance of shares for services

-

-

7

-

318

-

-

-

-

-

318

Exercise of stock options and employee share purchases

-

-

10

-

329

-

-

-

45

-

374

Issuance of subsidiary shares for employee bonus

-

-

-

-

-

-

-

-

726

-

726

Issuance of shares for employee bonus

-

-

136

1

4,224

(1

)

(2,429

)

-

-

-

1,796

Retirement of treasury shares

-

-

(50

)

(1

)

(9

)

1

2,429

-

-

-

2,419

Balance at March 31, 2023

32

$

0

17,083

$

171

$

1,718,537

-

$

-

$

917

$

5,427

$

(1,778,161

)

$

(53,109

)

Net loss

-

-

-

-

-

-

-

-

(4,414

)

(69,016

)

(73,430

)

Other comprehensive loss

-

-

-

-

-

-

-

(1,634

)

-

-

(1,634

)

Share-based compensation

-

-

-

-

5,154

-

-

-

888

-

6,042

Shares sold at the market

-

-

1,227

12

42,235

-

-

-

-

-

42,247

MiNK stock dividend

-

-

-

-

(14,888

)

-

-

-

14,888

-

-

MiNK stock purchases

-

-

-

-

405

-

-

-

(640

)

-

(235

)

Issuance of subsidiary shares for employee bonus

-

-

-

-

-

-

-

-

285

-

285

Issuance of shares for employee bonus

-

-

96

1

3,079

-

(1,642

)

-

-

-

1,438

Retirement of treasury shares

-

-

(33

)

-

(7

)

-

1,642

-

-

-

1,635

Balance at June 30, 2023

32

$

0

18,373

$

184

$

1,754,515

-

$

-

$

(717

)

$

16,434

$

(1,847,177

)

$

(76,761

)

Net loss

-

-

-

-

-

-

-

-

(2,331

)

(62,201

)

(64,532

)

Other comprehensive loss

-

-

-

-

-

-

-

(311

)

-

-

(311

)

Share-based compensation

-

-

-

-

4,601

-

-

-

935

-

5,536

Shares sold at the market

-

-

665

7

20,343

-

-

-

-

-

20,350

Payment of CEO payroll in shares

-

-

1

-

32

-

-

-

-

-

32

MiNK stock purchases

-

-

-

-

893

-

-

-

(1,221

)

-

(328

)

Issuance of shares for services

-

-

9

-

312

-

-

-

-

-

312

Vesting of nonvested shares

-

-

3

-

-

-

-

-

-

-

-

Employee share purchases

-

-

14

-

407

-

-

-

3

-

410

Balance at September 30, 2023

32

$

0

19,065

$

191

$

1,781,103

-

$

-

$

(1,028

)

$

13,820

$

(1,909,378

)

$

(115,292

)

See accompanying notes to unaudited condensed consolidated financial statements.

5

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands, except per share amounts)

Nine Months Ended September 30,

2024

2023

Cash flows from operating activities:

Net loss

$

(185,465

)

$

(208,855

)

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

Depreciation and amortization

10,083

8,387

Share-based compensation

12,716

17,408

Non-cash royalty revenue

(75,006

)

(61,534

)

Non-cash interest expense

97,459

55,977

Loss on disposal of assets, net

18

49

Gain on lease terminations

(5,334

)

-

Other, net

(2,638

)

183

Changes in operating assets and liabilities:

Accounts receivable

25,613

1,308

Prepaid expenses

5,751

(1,765

)

Accounts payable

(13,682

)

915

Deferred revenue

(7

)

(7,269

)

Accrued liabilities and other current liabilities

1,722

12,518

Other operating assets and liabilities

(893

)

(1,122

)

Net cash used in operating activities

(129,663

)

(183,800

)

Cash flows from investing activities:

Purchases of plant and equipment

(503

)

(9,731

)

Proceeds from sale of plant and equipment

24

350

Purchase of long-term investment

-

(5,396

)

Proceeds from sale of long-term investment

527

-

Purchases of available-for-sale securities

-

(14,647

)

Proceeds from sale of available-for-sale securities

-

30,000

Net cash provided by investing activities

48

576

Cash flows from financing activities:

Net proceeds from sale of equity

25,937

123,179

Net proceeds from sale of subsidiary shares in private placement

5,800

-

Proceeds from Ligand Purchase Agreement, net of expenses

73,851

-

Proceeds from employee stock purchases and option exercises

648

807

Purchase of treasury shares to satisfy tax withholdings

-

(4,566

)

Purchase of subsidiary shares

-

(564

)

Payment of finance lease obligation

(7,766

)

(6,305

)

Net cash provided by financing activities

98,470

112,551

Effect of exchange rate changes on cash

(216

)

(696

)

Net decrease in cash, cash equivalents and restricted cash

(31,361

)

(71,369

)

Cash, cash equivalents and restricted cash, beginning of period

79,779

181,343

Cash, cash equivalents and restricted cash, end of period

$

48,418

$

109,974

Supplemental cash flow information:

Cash paid for interest

$

1,737

$

2,532

Supplemental disclosures - non-cash activities:

Issuance of common stock, $0.01 par value, in connection with payment for services

$

-

$

630

Insurance financing agreement

771

707

Issuance of stock options for payment of certain employee bonuses

9,321

-

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

-

7,288

Issuance of subsidiary stock options for payment of certain employee bonuses

1,032

-

Issuance of subsidiary shares for certain employee bonuses

-

1,011

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

105

318

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

122

4,812

See accompanying notes to unaudited condensed consolidated financial statements.

6

AGENUS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Note A - Business, Liquidity and Basis of Presentation

Agenus Inc. (including its subsidiaries, collectively referred to as "Agenus," the "Company," "we," "us," and "our") is a leading clinical-stage biotechnology company developing therapies targeting cancer with a robust pipeline of immunological agents. Our mission is to expand patient populations benefiting from cancer immunotherapy through combination approaches, using a broad repertoire of antibody therapeutics, adoptive cell therapies (through our subsidiary MiNK Therapeutics, Inc. ("MiNK")), and vaccine adjuvants (through our subsidiary SaponiQx, Inc. ("SaponiQx")). We believe that combination therapies and a deep understanding of each patient's cancer will significantly expand the patient population benefiting from immuno-oncology ("I-O") treatments.

In addition to our diverse pipeline, we have established fully integrated capabilities encompassing novel target discovery, antibody generation, cell line development, and current good manufacturing practice ("cGMP") manufacturing. We believe these integrated capabilities enable us to develop and, if approved, commercialize novel candidates on accelerated timelines compared to industry standards. Through independent development and strategic partnerships, we leverage our scientific expertise and capabilities to drive innovation in the I-O field.

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 (a multifunctional immune cell activator and human Fc-enhanced cytotoxic T-lymphocyte antigen 4 (CTLA-4) blocking antibody, also known as AGEN1181) and balstilimab (a programmed death receptor-1 (PD-1) blocking antibody).
•
Our saponin-based vaccine adjuvant platform, primarily centered around our STIMULON™ cultured plant cell ("cpc") QS-21 adjuvant ("STIMULON cpcQS-21").
•
A pipeline of novel allogeneic invariant natural killer T cell therapies for treating cancer and other immune-mediated diseases, controlled by MiNK.

Our business activities include product research, preclinical and clinical development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of our collaborations. Our product candidates require successful clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace. Part of our strategy is to develop and commercialize some of our product candidates by continuing our existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations.

Our cash and cash equivalents at September 30, 2024 were $44.8million, a decrease of $31.3million from December 31, 2023. Cash and cash equivalents of our subsidiary, MiNK, at June 30, 2024, were $9.3million. MiNK cash can only be accessed by Agenus through a declaration of a dividend by the MiNK Board of Directors or through settlement of intercompany balances.

As of September 30, 2024, we had an accumulated deficit of $2.1billion and $13.0million of subordinated notes maturing in February 2025. Since our founding we have financed our operations principally through income and revenues generated from corporate partnerships, advance royalty sales and proceeds from equity issuances.

Based on our current plans and projections, we believe that our cash resources of $44.8million at September 30, 2024, will be sufficient to satisfy our critical liquidity requirements through the end of the year and into 2025. To support operations further, meet our subordinated notes obligation, and to execute on our business plans, we require additional funding.

Currently we are in discussions with several entities including biotechnology and pharmaceutical partners, as well as dedicated healthcare funds to provide the funding necessary to support our operations through our planned biologics license application, or marketing authorization, submission for botensilimab/balstilimab. However, because the completion of such transactions is not entirely within our control, in accordance with accounting guidance we are required to disclose that substantial doubt exists 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 address the Company's liquidity needs and has continued to adjust spending in order to preserve liquidity. In August 2023, we prioritized and focused our resources to accelerate the development, registration, and commercialization of our lead asset postponing all preclinical and other clinical programs and reducing our workforce by approximately 25%. Our CEO, Dr. Garo Armen has elected to receive his base salary and any potential bonus payments in stock rather than cash. We continuously evaluate the likelihood of success of our programs. As such, our decisions to continue to fund or eliminate funding of each of our programs are predicated on these determinations, on an ongoing basis. We expect our sources of funding to include payments from

7

current collaborations which include out-licensing and/or partnering opportunities for our portfolio programs and product candidates with multiple parties; additional third-party agreements; asset sales; further royalty monetization; project financing, and/or sales of equity securities.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of our management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Operating results for the nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023 filed with the Securities and Exchange Commission ("SEC").

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.

For our foreign subsidiaries, the local currency is the functional currency. Assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while revenues and expenses are translated into U.S. dollars using average exchange rates during the period. The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss) in total stockholders' deficit.

On April 4, 2024, we executed a reverse stock split of our issued and outstanding common stock, par value $0.01, at a ratio of 1-for-20with a record date of April 12, 2024 (the "Reverse Stock Split"). All common share, per share and related information included in the accompanying financial statements and footnote disclosures have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. See Note L for further details.

In the nine months ended September 30, 2024 and 2023, we deconsolidated certain foreign subsidiaries and recognized gains of approximately $185,000and $132,000, respectively, included in "Other income (expense)" on our condensed consolidated statements of operations and comprehensive loss.

Note B - Net Loss Per Share

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Amended and Restated Directors' Deferred Compensation Plan, or "DDCP"). Diluted loss per common share is calculated by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares and convertible preferred stock. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. The following securities (listed on an as-if-converted-to-Common-Stock basis) have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2024 and 2023, as they would be anti-dilutive (in thousands):

Three and Nine Months Ended September 30,

2024

2023

Warrants

965

99

Stock options

3,313

2,202

Non-vested shares

36

35

Series A-1 convertible preferred stock

17

17

8

Note C - Investments

Cash equivalents consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024

December 31, 2023

Cost

Estimated
Fair Value

Cost

Estimated
Fair Value

Institutional money market funds

$

42,886

$

42,886

$

70,485

$

70,485

Total

$

42,886

$

42,886

$

70,485

$

70,485

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, 2024 and 2023.

As of both September 30, 2024 and December 31, 2023, all of the investments listed above were classified as cash equivalents on our condensed consolidated balance sheets.

Note D - Goodwill and Acquired Intangible Assets

The following table sets forth the changes in the carrying amount of goodwill for the nine months ended September 30, 2024 (in thousands):

Balance, December 31, 2023

$

24,723

Effect of foreign currency

(29

)

Balance, September 30, 2024

$

24,694

Acquired intangible assets consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

As of September 30, 2024

Amortization
period
(years)

Gross carrying
amount

Accumulated
amortization

Net carrying
amount

Intellectual property

7-15 years

$

16,841

$

(15,438

)

$

1,403

Trademarks

4-4.5 years

1,197

(1,197

)

-

Other

2-7 years

1,923

(1,428

)

495

In-process research and development

Indefinite

2,057

-

2,057

Total

$

22,018

$

(18,063

)

$

3,955

As of December 31, 2023

Amortization
period
(years)

Gross carrying
amount

Accumulated
amortization

Net carrying
amount

Intellectual property

7-15 years

$

16,841

$

(15,184

)

$

1,657

Trademarks

4-4.5 years

1,213

(1,185

)

28

Other

2-7 years

1,988

(1,319

)

669

In-process research and development

Indefinite

2,057

-

2,057

Total

$

22,099

$

(17,688

)

$

4,411

The weighted average amortization period of our finite-lived intangible assets is 9years. Amortization expense related to acquired intangibles is estimated at $0.1million for the remainder of 2024, $0.5million for the years ending December 31, 2025 and 2026, $0.4million for the year ending December 31, 2027 and $0.3million for the year ending December 31, 2028.

9

Note E - Debt

Debt obligations consisted of the following as of September 30, 2024 and December 31, 2023(in thousands):

Debt instrument

Balance at
September 30,
2024

Current Portion:

Debentures

$

146

2015 Subordinated Notes

12,918

Other

337

Total

$

13,401

Debt instrument

Balance at
December 31,
2023

Current Portion:

Debentures

$

146

Long-term Portion:

2015 Subordinated Notes

12,768

Total

$

12,914

As of September 30, 2024 and December 31, 2023, the principal amount of our outstanding debt balance was $13.5million and $13.1million, respectively.

Note F - 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, 2024 (in thousands):

Period from
December 31, 2023 to
September 30, 2024

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

$

257,296

Proceeds from sale of future royalties and milestones

63,879

Non-cash royalty revenue

(75,006

)

Non-cash interest expense recognized

97,240

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

343,409

Less: unamortized transaction costs

(1,204

)

Liability related to sale of future royalties and milestones, net

$

342,205

Healthcare Royalty Partners

In January 2018, we, through our wholly-owned subsidiary Antigenics, LLC ("Antigenics"), entered into a Royalty Purchase Agreement (the "HCR Royalty Purchase Agreement") with Healthcare Royalty Partners III, L.P. and certain of its affiliates (collectively, "HCR"). Pursuant to the terms of the HCR Royalty Purchase Agreement, we sold to HCR 100% of Antigenics' worldwide rights to receive royalties from GlaxoSmithKline ("GSK") on sales of GSK's vaccines containing our STIMULON QS-21 adjuvant. At closing, we received gross proceeds of $190.0million 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 $190.0million 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, 2024, we recognized $75.0million of non-cash royalty revenue, and we recorded $91.0million of related non-cash interest expense related to the HCR Royalty Purchase Agreement.

10

As royalties are remitted to HCR from GSK, the balance of the recorded liability will be effectively repaid over the life of the HCR Royalty Purchase Agreement. To determine the amortization of the recorded liability, we are required to estimate the total amount of future royalty payments to be received by HCR. The sum of these amounts less the $190.0million proceeds we received will be recorded as interest expense over the life of the HCR Royalty Purchase Agreement. Periodically, we assess the estimated royalty payments to be paid to HCR from GSK, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability, and the related recognition of interest expense. During the nine months ended September 30, 2024, our estimate of the effective annual interest rate over the life of the agreement decreased to 48.9%, which results in a life of contract interest rate of 26.7%.

Ligand Pharmaceuticals

In May 2024, we and certain wholly-owned subsidiaries, entered into a Purchase and Sale Agreement (the "Ligand Purchase Agreement") with Ligand Pharmaceuticals Incorporated ("Ligand"). Pursuant to the terms of the Ligand Purchase Agreement, Ligand will receive (i) 31.875% of the development, regulatory and commercial milestone payments we were then eligible to receive under our agreements with Bristol-Myers Squibb Company ("BMS"), UroGen Pharma Ltd., Gilead Sciences, Inc. ("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").

The total amounts payable to Ligand are subject to a 50% reduction in the event total payments to Ligand exceed a specified return hurdle. The synthetic royalty is subject to a reduction if annual worldwide net sales exceed a specified level, and a cap on annual worldwide net sales if annual worldwide net sales exceed a higher specified level. The synthetic royalty can increase by 1% based on the occurrence of certain future events.

In consideration for the sale of the Purchased Assets, we received gross proceeds of $75.0million, less $0.9million in reimbursable expenses, on the closing date. In addition, Ligand has a time-based option to invest an additional $25.0million on a pro rata basis ("Purchaser Upsize Option").

In connection with the sale of the Purchased Assets, we issued to Ligand a warrant (the "Ligand Warrant") to purchase 867,052shares of our common stock, at an exercise price equal to $17.30per share. See Note L - Equity for further detail.

The $75.0million in gross proceeds was allocated to the identified components as follows:

Liability related to sale of future royalties and milestones

$

63,879

Ligand Warrant

7,098

Purchaser Upsize Option

4,023

Total Ligand Purchase Agreement gross proceeds

$

75,000

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

The Purchaser Upsize Option is considered a freestanding financial instrument as it is separately exercisable and can be legally transferred from the Ligand Purchase Agreement. As such, it is accounted for as a written option which is accounted for as a liability at fair value and remeasured at each balance sheet date with changes in fair value recorded in earnings. The fair value of the Purchaser Upsize Option at September 30, 2024 was $2.2million.

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, 2024, we recorded $6.2million of non-cash interest expense related to the Ligand Purchase Agreement.

As royalties are remitted to us and milestone and sales are earned from the Purchased Assets, the balance of the recorded liability will be effectively repaid over the life of the Ligand Purchase Agreement. To determine the amortization of the recorded liability, we are required to estimate the total amount of future payments that Ligand is entitled to under the Ligand Purchase Agreement. The sum of these amounts less the $63.9million proceeds allocated to the liability related to sale of future royalties and milestones will be recorded as interest expense over the life of the Ligand Purchase Agreement. Periodically, we assess the estimated royalty and milestone payments to be received and sales to be earned under the Ligand Purchase Agreement, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of

11

the liability, and the related recognition of interest expense. As of September 30, 2024, our estimate of the effective annual interest rate over the life of the agreement was 27.9%.

Note G - Accrued and Other Current Liabilities

Accrued liabilities consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024

December 31, 2023

Payroll

$

10,501

$

14,512

Professional fees

5,183

7,101

Contract manufacturing costs

5,558

7,613

Research services

8,162

10,807

Other

7,291

5,250

Total

$

36,695

$

45,283

Other current liabilities consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024

December 31, 2023

Finance lease liabilities

$

7,398

$

10,457

Purchaser Upsize Option (Note F)

2,161

-

Other

3,006

3,458

Total

$

12,565

$

13,915

The terms of one of our finance lease agreements include a requirement to maintain a specified minimum cash balance. As of September 30, 2024, our cash balance was below this threshold. Despite this, we remain current on all lease payments under the agreement. While the financial institution has the contractual right to take remedial actions, including potentially reclaiming the leased assets, we are actively addressing the situation and expect to regain compliance. As of September 30, 2024, the remaining amounts owed under this lease totaled approximately $7.5million, with payments scheduledthrough September 2025.

12

Note H - Fair Value Measurements

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

Description

September 30, 2024

Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets:

Cash equivalents (Note C)

$

42,886

$

42,886

$

-

$

-

Long-term investments

1,499

1,499

-

-

Total

$

44,385

$

44,385

$

-

$

-

Liabilities:

Purchaser Upsize Option (Note F)

$

2,161

$

-

$

-

$

2,161

Contingent purchase price considerations

318

-

-

318

Total

$

2,479

$

-

$

-

$

2,479

Description

December 31, 2023

Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets:

Cash equivalents (Note C)

$

70,485

$

70,485

$

-

$

-

Long-term investments

3,222

3,222

-

-

Total

$

73,707

$

73,707

$

-

$

-

Liabilities:

Contingent purchase price consideration

$

318

$

-

$

-

$

318

Total

$

318

$

-

$

-

$

318

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

We are required to measure the Purchaser Upsize Option issued under the Ligand Purchase Agreement at fair value. The $2.2million fair value of the Purchaser Upsize Option at September 30, 2024, included in "Other current liabilities" in our condensed consolidated balance sheets, is based on significant inputs not observable in the market, which require it to be reported as a Level 3 liability within the fair value hierarchy. The valuation of this liability is determined based on a scenario analysis and uses assumptions we believe would be made by a market participant.

We measure our contingent purchase price considerations at fair value. The fair values of our contingent purchase price considerations at both September 30, 2024 and December 31, 2023, of $0.3million, included in "Other long-term liabilities" in our condensed consolidated balance sheets, are based on significant inputs not observable in the market, which require them to be reported as Level 3 liabilities within the fair value hierarchy. The valuation of these liabilities use assumptions we believe would be made by a market participant and are mainly based on estimates from a Monte Carlo simulation of our share price, as well as other factors impacting the probability of triggering the milestone payments. 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, 2024 and December 31, 2023 was $13.4million and $13.0million, 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, 2024 and December 31, 2023 was $13.5million and $13.1million, respectively.

Note I - Revenue from Contracts with Customers

Gilead Collaboration Agreement

On December 20, 2018, we entered into a series of agreements with Gilead Sciences, Inc. ("Gilead") focused on the development and commercialization of up to five novel immuno-oncology therapies. Pursuant to the terms of the license agreement, the option and license agreements and the stock purchase agreement we entered into with Gilead (collectively, the "Gilead

13

Collaboration Agreements"), at the closing of the transaction on January 23, 2019, we received an upfront cash payment from Gilead of $120.0million and Gilead made a $30.0million equity investment in Agenus. On November 6, 2020, we received notice from Gilead that it was returning AGEN1423 to us and voluntarily terminating the applicable license agreement. The termination was effective as of February 4, 2021. In the third quarter of 2021 we ceased development of AGEN1223 and in October 2021 the AGEN1223 option and license agreement was formally terminated. In August 2024, Gilead elected not to exercise the option to license AGEN2373 and the option and license agreement was formally terminated.

Collaboration Revenue

Norevenue was recognized for the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2023, we recognized approximately $2.9million and $7.2million, respectively, of research and development revenue based on the partial satisfaction of the over time performance obligations as of quarter end.

Disaggregation of Revenue

The following table presents revenue (in thousands) for the three and nine months ended September 30, 2024 and 2023, 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, 2024

United States

Rest of World

Total

Revenue Type

Other services

$

-

$

454

$

454

Non-cash royalties

24,658

-

24,658

$

24,658

$

454

$

25,112

Three months ended September 30, 2023

Revenue Type

Research and development services

$

447

$

-

$

447

Other services

-

540

540

Clinical product revenue

116

-

116

Recognition of deferred revenue

2,851

-

2,851

Non-cash royalties

20,360

-

20,360

$

23,774

$

540

$

24,314

Nine months ended September 30, 2024

United States

Rest of World

Total

Revenue Type

Clinical product revenue

$

267

$

-

$

267

Other services

-

1,353

1,353

Non-cash royalties

75,006

-

75,006

$

75,273

$

1,353

$

76,626

Nine months ended September 30, 2023

Revenue Type

Research and development services

$

1,158

$

-

$

1,158

Other services

-

2,464

2,464

Clinical product revenue

116

-

116

Recognition of deferred revenue

7,241

-

7,241

Non-cash royalties

61,534

-

61,534

$

70,049

$

2,464

$

72,513

Contract Balances

Contract assets primarily relate to our rights to consideration for work completed in relation to our research and development services performed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. Currently, we do not have any contract assets which have not transferred to a receivable. We had noasset impairment charges related to contract assets in the period. Contract liabilities primarily relate to contracts where we received payments but have not yet satisfied the related performance obligations. The advance consideration received from customers for research and

14

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):

Nine months ended September 30, 2024

Balance at beginning of period

Additions

Deductions

Balance at end of period

Contract liabilities:

Deferred revenue

$

1,161

$

6

$

(14

)

$

1,153

During the nine months ended September 30, 2024, 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. None of the costs to obtain or fulfill a contract were capitalized.

Note J - Share-based Compensation Plans

In June 2024, 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 3.0million shares.

We primarily use the Black-Scholes option pricing model to value stock options granted to employees and non-employees, including stock options granted to members of our Board of Directors. However, the fair value of stock option market-based awards is calculated based on a Monte Carlo simulation as of the date of issuance. All stock options have 10-yearterms and generally vest ratably over a 3 or 4-year period.

A summary of option activity for the nine months ended September 30, 2024 is presented below:

Options

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term
(in years)

Aggregate
Intrinsic
Value

Outstanding at December 31, 2023

2,141,360

$

65.00

Granted

1,370,416

12.81

Exercised

(16,668

)

12.26

Forfeited

(67,929

)

27.45

Expired

(113,760

)

63.61

Outstanding at September 30, 2024

3,313,419

$

44.26

7.23

$

111

Vested or expected to vest at September 30, 2024

3,313,419

$

44.26

7.23

$

111

Exercisable at September 30, 2024

2,465,909

$

50.15

6.75

$

-

The weighted average grant-date fair values of stock options granted during the nine months ended September 30, 2024 and 2023were $11.45and $28.80, respectively.

During the nine months ended September 30, 2024, 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 January 16, 2024 and January 17, 2024. In January 2024, 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 2024. Accordingly, these awards have a grant date of June 2024, with an exercise price as of the date the Board of Director's approved the awards in January 2024.

As of September 30, 2024, there was approximately $15.2million of total unrecognized share-based compensation expense related to these stock options and stock options granted under subsidiary plans which, if all milestones are achieved, will be recognized over a weighted average period of 1.7years.

Certain employees and consultants have been granted non-vested stock. The fair value of non-vested market-based awards is calculated based on a Monte Carlo simulation as of the date of issuance. The fair value of other non-vested stock is calculated based on the closing sale price of our common stock on the date of issuance.

15

A summary of non-vested stock activity for the nine months ended September 30, 2024 is presented below:

Non-vested
Shares

Weighted
Average
Grant Date
Fair Value

Outstanding at December 31, 2023

27,163

$

37.20

Granted

41,452

13.05

Vested

(17,002

)

28.15

Forfeited

(15,500

)

21.39

Outstanding at September 30, 2024

36,113

$

20.52

As of September 30, 2024, there was approximately $1.3million of unrecognized share-based compensation expense related to these non-vested shares and non-vested shares granted under subsidiary plans which will be recognized over a period of 3.2years.

During the nine months ended September 30, 2024, 30,637shares were issued under the 2019 Employee Stock Purchase Plan, 17,002shares were issued as a result of the vesting of non-vested stock and 16,668shares were issued as a result of stock option exercises.

The impact on our results of operations from share-based compensation for the three and nine months ended September 30, 2024 and 2023, was as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Research and development

$

4,649

$

1,464

$

10,685

$

4,853

General and administrative

4,631

4,072

12,081

12,210

Total share-based compensation expense

$

9,280

$

5,536

$

22,766

$

17,063

Note K - Restricted Cash

As of September 30, 2024, and December 31, 2023, we maintained non-current restricted cash of $3.6million and $3.7million, respectively. This amount is included within "Other long-term assets" in our condensed consolidated balance sheets and is comprised of deposits under letters of credit required under our facility leases.

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

Nine Months Ended September 30, 2024

Nine Months Ended September 30, 2023

Beginning of Period

End of Period

Beginning of Period

End of Period

Cash and cash equivalents

$

76,110

$

44,784

$

178,674

$

106,305

Restricted cash

3,669

3,634

2,669

3,669

Cash, cash equivalents and restricted cash

$

79,779

$

48,418

$

181,343

$

109,974

Note L - Equity

On March 14, 2024, we filed a Post-effective Amendment to an Automatic Shelf Registration Statement on Form POSASR (file no. 333-272911) and a Post-Effective Amendments for Registration Statement on Form POS AM (file no. 333-272911) (together, the "Registration Statement"). The Registration Statement included both a base prospectus that covered the potential offering, issuance and sale from time to time of up to $300.0million of common stock, preferred stock, warrants, debt securities and units of Agenus and a prospectus supplement for the potential offer and sale of up to 6,725,642shares of common stock (the "Initial ATM Shares") in "at the market" offerings pursuant to an At Market Issuance Sales Agreement by and between Agenus and B. Riley Securities, Inc. (the "Sales Agent"), dated as of July 22, 2020 (the "Sales Agreement"). On August 8, 2024, we filed an additional prospectus supplement for the potential offer and sale of up to an additional 13,834,015shares of common stock (together with the Initial ATM Shares, the "Placement Shares") in "at the market" offerings pursuant to the Sales Agreement. Sales pursuant to the Sales Agreement will be made only upon our instruction to the Sales Agent, and we cannot provide assurances that we will issue any additional Placement Shares pursuant to the Sales Agreement.

16

During the three and nine months ended September 30, 2024, we received net proceeds of approximately $6.8million and $25.9million, from the sale of approximately 0.5million and 1.9million shares of our common stock, respectively, in at-the-market offerings under the Sales Agreement.

On April 3, 2024, our stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to effect a reverse stock split of our issued and outstanding common stock at a ratio of 1-for-20 (the "Reverse Stock Split"). On April 4, 2024, we filed a Certificate of Eighth Amendment (the "Certificate of Amendment") to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. Pursuant to the Certificate of Amendment, the Reverse Stock Split became effective at 12:01 a.m., Eastern Time, on April 12, 2024. As of the opening of trading on April 12, 2024, our common stock began trading on a post-split basis under CUSIP number 00847G 804.

All common share, per share and related information included in the accompanying financial statements and footnote disclosures have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split.

In connection with the Purchase Agreement described in Note F, on May 6, 2024, we issued to Ligand a warrant to purchase 867,052shares of our common stock, at an exercise price equal to $17.30per share. The exercise price of the Ligand Warrant and the number of shares issuable upon exercise of the Ligand Warrant are subject to adjustments for stock splits, combinations, stock dividends or similar events. The Ligand Warrant is exercisable until May 6, 2029.

Note M - Non-controlling Interest

Non-controlling interest recorded in our condensed consolidated financial statements as of September 30, 2024 and December 31, 2023, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own.

September 30, 2024

December 31, 2023

MiNK Therapeutics, Inc.

45

%

37

%

SaponiQx, Inc.

30

%

30

%

Changes in non-controlling interest for the periods ended September 30, 2024 and December 31, 2023, were as follows (in thousands):

September 30, 2024

December 31, 2023

Beginning balance

$

11,949

$

6,376

Net loss attributable to non-controlling interest

(4,112

)

(11,676

)

Other items:

Sale of subsidiary shares in private placement

10,234

-

Distribution of subsidiary shares to Agenus stockholders

-

14,888

Purchase of subsidiary shares

-

(2,546

)

Issuance of subsidiary shares for employee bonus

-

1,011

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

20

71

Subsidiary share-based compensation

2,441

3,825

Total other items

12,695

17,249

Ending balance

$

20,532

$

11,949

Sale of subsidiary shares in private placement

On May 13, 2024, MiNK entered into a Stock Purchase Agreement with a certain investor (the "Purchaser"), pursuant to which MiNK issued and sold an aggregate of 4,640,000shares of its Common Stock (the "MiNK Common Shares"), at a purchase price of $1.25per share. The aggregate purchase price paid by the Purchaser for the MiNK Common Shares was approximately $5.8million, net of offering expenses. The transaction closed on May 14, 2024.

Distribution of subsidiary shares to Agenus stockholders

17

On March 29, 2023, our Board of Directors declared a stock dividend (the "Dividend") consisting of an aggregate of 5.0million shares (the "Dividend Stock") of common stock, par value $0.00001per share, of MiNK held by Agenus to record holders of Agenus' common stock, par value $0.01per share as of the close of business on April 17, 2023(the "Record Date").

On May 1, 2023, we paid the Dividend and distributed 0.292of a share of the Dividend Stock for each share of Agenus common stock outstanding as of the close of business on the Record Date. Nofractional shares were issued in connection with the Dividend and the shareholders of Agenus who were entitled to receive fractional shares of the Dividend Stock received cash (without interest) in lieu of such fractional shares. Subsequent to the distribution of the Dividend Stock, we maintained a controlling voting interest in MiNK.

Purchase of subsidiary shares

During the year ended December 31, 2023, we purchased 446,494shares of MiNK common stock in multiple open market transactions.

Note N - Related Party Transactions

In 2023, our Audit and Finance Committee approved a contract between Avillion Life Sciences LTD ("Avillion") and Agenus for the performance of up to $450,000of clinical consulting services. Allison Jeynes, a former member of our Board of Directors, is chief executive officer of Avillion. Noexpenses were incurred in the three and nine months ended September 30, 2024. For the nine months ended September 30, 2023, approximately $450,000related to these services is included in "Research and development" expense in our condensed consolidated statements of operations.

In June 2024, Dr. Jennifer Buell was appointed to our Board of Directors. Dr. Buell's spouse is a partner in the law firm of Wolf, Greenfield & Sachs, P.C. ("Wolf Greenfield"), which provides us legal services. For the three and nine months ended September 30, 2024, we expensed Wolf Greenfield fees totaling approximately $48,000and $147,000, respectively. Dr. Buell's spouse does not receive direct compensation from the fees we pay Wolf Greenfield and the fees we paid to Wolf Greenfield in the period were an insignificant amount of Wolf Greenfield's revenues. Our Audit and Finance Committee approved these services under its related-party transactions policy.

Note O - Contingencies

In September 2024, a putative securities class action lawsuit was commenced in the U.S. District Court for the District of Massachusetts naming as defendants Agenus and three current officers. The complaint alleges that the defendants 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 plaintiff seeks to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023, and July 17, 2024. The plaintiff seeks damages and interest, and an award of costs, including attorneys' fees. We are unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this action.

Note P - Recent Accounting Pronouncements

Recently Issued, Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires incremental annual and quarterly disclosures about segment measures of profit or loss as well as significant segment expenditures. It also requires public entities with a single reportable segment to provide all segment disclosures required by the amendments and all existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. As we have a single reportable segment, we expect the adoption of this standard to result in increased disclosures in the notes to our consolidated financial statements.

In December 2023, the 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. Early adoption is permitted for any annual periods for which financial statements have not been issued or made available for issuance. We are currently evaluating the impact that ASU 2023-09 will have on the notes to our consolidated financial statements.

No other new accounting pronouncement issued or effective during the nine months ended September 30, 2024had or is expected to have a material impact on our consolidated financial statements or disclosures.

18

Note Q - Subsequent Events

At the Market Offerings

During the period of October 1, 2024 through November 8, 2024, we sold 1,763,025shares of our common stock under the Sales Agreement, totaling net proceeds of approximately $7.1million.

19

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q and other written and oral statements we make from time to time contain certain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). You can identify these forward-looking statements by the fact they use words such as "could," "expect," "anticipate," "estimate," "target," "may," "project," "guidance," "intend," "plan," "believe," "will," "potential," "opportunity," "future" and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements relate to, among other things, our business strategy, our research and development, our product development efforts, our ability to commercialize our product candidates, the activities of our licensees, our prospects for initiating partnerships or collaborations, the timing of the introduction of products, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds as well as our plans, objectives, expectations, and intentions.

More detailed descriptions of these risks and uncertainties and other risks and uncertainties applicable to our business that we believe could cause actual results to differ materially from any forward-looking statements are included in in Part I-Item 1A "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in Part II-Item 1A "Risk Factors" of our Quarterly Report on Form 10-Q for the period ended June 30, 2024. We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved. We caution investors not to place significant reliance on forward-looking statements contained in this document; such statements need to be evaluated in light of all the information contained in this document. Furthermore, the statements speak only as of the date of this document, and we undertake no obligation to update or revise these statements.

ASV®, Agenus™, MiNK™, Prophage™, Retrocyte Display™ and STIMULON™ are trademarks of Agenus Inc. and its subsidiaries. All rights reserved.

Overview

We are a leading clinical-stage biotechnology company developing therapies targeting cancer with a robust pipeline of immunological agents. Our mission is to expand patient populations benefiting from cancer immunotherapy through combination approaches, using a broad repertoire of antibody therapeutics, adoptive cell therapies (through our subsidiary MiNK Therapeutics, Inc. ("MiNK")), and vaccine adjuvants (through our subsidiary SaponiQx, Inc. ("SaponiQx")). We believe that combination therapies and a deep understanding of each patient's cancer will significantly expand the patient population benefiting from immuno-oncology ("I-O") treatments.

In addition to our diverse pipeline, we have established fully integrated capabilities encompassing novel target discovery, antibody generation, cell line development, and current good manufacturing practice ("cGMP") manufacturing. We believe these integrated capabilities enable us to develop and, if approved, commercialize novel candidates on accelerated timelines compared to industry standards. Through independent development and strategic partnerships, we leverage our scientific expertise and capabilities to drive innovation in the I-O field.

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 (a multifunctional immune cell activator and human Fc-enhanced cytotoxic T-lymphocyte antigen 4 (CTLA-4) blocking antibody, also known as AGEN1181) and balstilimab (a programmed death receptor-1 (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.

We regularly evaluate development, commercialization, and partnering strategies for each product candidate based on various factors, including pre-clinical and clinical trial results, competitive positioning, funding requirements, and available resources. Our

20

lead program, botensilimab (AGEN1181), is progressing through multiple clinical programs designed to support accelerated development as a monotherapy and in combination with balstilimab. In April 2023, botensilimab in combination with balstilimab received Fast Track designation from the U.S. Food and Drug Administration ("FDA") for the treatment of patients with not-microsatellite instability-high ("MSI-H")/deficient mismatch repair ("dMMR") metastatic colorectal cancer with no active liver involvement. Patients targeted with this designation are heavily pretreated with standard of care chemotherapy, anti-VEGF and anti-EGFR if RAS wild type. We completed enrollment of patients with refractory MSS mCRC non-active liver metastases ("NLM") in a Phase 1 trial (n~150) and randomized Phase 2 trial (n~230) in October 2023. We are likely not to pursue accelerated approval pathways and intend to initiate a Phase 3 study with plans to ensure continued funding via partnering activities.

We have entered into collaborations with several companies, including Bristol-Myers Squibb Company ("BMS"), Betta Pharmaceuticals Co., Ltd. ("Betta"), UroGen Pharma Ltd. ("UroGen"), Gilead Sciences, Inc. ("Gilead"), Incyte Corporation ("Incyte"), and Merck Sharpe & Dohme ("Merck"). These collaborations, along with our internal programs, have resulted in over a dozen antibody pre-clinical or clinical development programs.

Pursuant to our collaboration agreement with Incyte, we have exclusively licensed to Incyte monospecific antibodies targeting GITR, OX40, TIM-3 and LAG-3, which Incyte is currently advancing in various clinical trials, as well as an additional undisclosed target that Incyte is advancing in preclinical studies. Under the terms of our agreement, Incyte is responsible for all future development expenses, and we are eligible to receive up to an additional $315.0 million in potential milestone payments plus royalties on any future sales. Incyte has terminated the OX40 program, effective October 2023, and both the GITR program and undisclosed program, effective May 2024. Upon termination, the rights to the OX40, GITR, and undisclosed programs reverted back to us. On July 30, 2024, Incyte announced that it would discontinue further development of the LAG-3 and TIM-3 monoclonal antibodies.

Pursuant to our collaboration and license agreement with Merck, we exclusively licensed to Merck a monospecific antibody targeting ILT4 (MK-4830), which Merck advanced in a Phase 2 clinical trial. Merck is responsible for all future development expenses, and we are eligible to receive up to an additional $85.0 million in potential milestone payments, as well as royalties on future sales. In 2024 Merck notified us that the further clinical development of MK-4830 will be limited to a neoadjuvant ovarian study of MK-4830 in combination with pembrolizumab and chemotherapy with or without bevacizumab that is ongoing.

In September 2018, we, through our wholly-owned subsidiary, Agenus Royalty Fund, LLC, entered into a royalty purchase agreement (the "XOMA Royalty Purchase Agreement") with XOMA (US) LLC ("XOMA"). Pursuant to the terms of the XOMA Royalty Purchase Agreement, XOMA purchased 33% of all future royalties and 10% of all future milestone payments that we are entitled to receive from Incyte and Merck, net of certain of our obligations to a third party.

In December 2018, we entered into collaboration agreements with Gilead for the development and commercialization of up to five novel I-O therapies (the "Gilead Collaboration Agreements"). Gilead received worldwide exclusive rights to our bispecific antibody, AGEN1423, and the exclusive option to license AGEN1223, a bispecific antibody, and AGEN2373, a monospecific antibody. Gilead elected to return AGEN1423 to us in November 2020 and terminated the license agreement. We ceased development of AGEN1223 in the third quarter of 2021, and the option and license agreement for AGEN1223 were formally terminated in October 2021. On August 5, 2024, Gilead elected not to exercise the option to license AGEN2373 and the option and license agreement was formally terminated.

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 and are eligible to receive up to $200.0 million in milestone payments, as well as royalties on future sales.

In June 2020, we entered into a license and collaboration agreement (the "Betta License Agreement") with Betta, pursuant to which we granted Betta an exclusive license to develop, manufacture and commercialize balstilimab and zalifrelimab in Republic of China, Hong Kong, Macau and Taiwan ("Greater China"). Under the terms of the Betta License Agreement, we received $15.0 million upfront and are eligible to receive up to $100.0 million in milestone payments plus royalties on any future sales in Greater China.

In May 2021, we entered into a License, Development, and Commercialization Agreement with BMS for our pre-clinical anti-TIGIT bispecific antibody program, AGEN1777. BMS received an exclusive worldwide license to develop, manufacture, and commercialize AGEN1777 and its derivatives. We received a non-refundable upfront cash payment of $200.0 million. In October 2021, we achieved a $20.0 million milestone upon the dosing of the first patient in the AGEN1777 Phase 1 clinical trial and in December 2023, we announced that the first patient was dosed in an AGEN1777 Phase 2 clinical trial, triggering the achievement of a

21

$25.0 million milestone. We received this milestone in January 2024. On July 30, 2024, we received notice from BMS that it is returning AGEN1777 back to us and voluntarily terminating the BMS License Agreement, effective as of January 26, 2025.

In May 2024, we, and certain wholly-owned subsidiaries, entered into a Purchase and Sale Agreement (the "Ligand Purchase Agreement") with Ligand Pharmaceuticals Incorporated ("Ligand") for the sale to Ligand of (i) 31.875% of the development, regulatory and commercial milestone payments we were then eligible to receive under our agreements with BMS, UroGen, Gilead, Merck and Incyte, (the "Covered License Agreements") (ii) 18.75% of the royalties we receive under the Covered License Agreements; and (iii) a 2.625% synthetic royalty on worldwide net sales of botensilimab and balstilimab (collectively the "Purchased Assets"). The total amounts payable to Ligand are subject to a 50% reduction in the event total payments to Ligand exceed a specified return hurdle. The synthetic royalty is subject to a reduction if annual worldwide net sales exceed a specified level, and a cap on annual worldwide net sales if annual worldwide net sales exceed a higher specified level. The synthetic royalty can increase by 1% based on the occurrence of certain future events. After taking into account our obligations under the Ligand Purchase Agreement, XOMA Royalty Purchase Agreement and the recent status of our collaboration agreements, we remain eligible to receive up to approximately $136.3 million, $49.4 million and $183.1 million in potential development, regulatory, and commercial milestones from UroGen, Merck and Incyte, respectively.

In September 2021, we launched SaponiQx to lead innovation in novel adjuvant discovery and vaccine design, focusing on our saponin-based adjuvants. We are particularly dedicated to the development of the next-generation cultured plant cell QS-21. To support this initiative, we partnered with Ginkgo Bioworks, Inc. to develop SaponiQx's saponin products from sustainably sourced raw materials. Our goal is to meet the demands of the vaccine industry, especially for pandemic vaccines.

Our bark extract QS-21 adjuvant is partnered with GSK and plays a vital role in multiple GSK vaccine programs. These programs are at various stages, including GSK's approved shingles and RSV vaccines, SHINGRIX and AREXVY, which received FDA approval in the United States in October 2017 and May 2023, respectively.

In January 2018, we entered into a Royalty Purchase Agreement with Healthcare Royalty Partners III, L.P. and its affiliates ("HCR"). HCR purchased our worldwide rights to receive royalties from GSK on GSK's sales of vaccines containing our QS-21 adjuvant. We do not incur clinical development costs for products partnered with GSK.

Under the agreement with HCR, we were entitled to receive milestone payments based on GSK's vaccine sales. These milestones include $15.1 million upon GSK reaching $2.0 billion in last-twelve-months net sales prior to 2024 (the "First HCR Milestone") and $25.25 million upon GSK reaching $2.75 billion in last-twelve-months net sales prior to 2026 (the "Second HCR Milestone"). We received the First HCR Milestone after GSK's net sales of SHINGRIX for the twelve months ended December 31, 2019, exceeded $2.0 billion, and we received the Second HCR Milestone after GSK's net sales of SHINGRIX for the twelve months ended June 30, 2022, exceeded $2.75 billion.

Our business activities include product research and 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 by continuing our existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations.

In October 2021, we completed the initial public offering ("IPO") of MiNK, which trades on the Nasdaq Capital Market under the ticker symbol "INKT". MiNK is a clinical stage biopharmaceutical company focused on developing allogeneic invariant natural killer T ("iNKT") cell therapies to treat cancer and other life-threatening immune diseases. MiNK's most advanced product candidate, agenT-797, is an off-the-shelf, allogeneic, native iNKT cell therapy. MiNK is currently expanding its clinical programs, with a notable externally funded Phase 2 trial in second-line gastric cancer actively enrolling at Memorial Sloan Kettering Cancer Center. Additionally, MiNK is evaluating agenT-797 as a variant-agnostic therapy for patients with viral acute respiratory distress syndrome ("ARDS") in planning for a randomized phase 2 study through a predominantly externally financed program. Recently, MiNK secured a $5.8 million private placement financing at a 25% premium, led by GKCC, LLC. This funding will propel the clinical development of MiNK-215, its leading allogeneic CAR-iNKT cell therapy targeting fibroblast activation protein ("FAP") in solid tumors, which is scheduled to enter clinical trials in early 2025. In addition to its lead clinical program, MiNK has announced a collaboration with ImmunoScape, Inc. ("ImmunoScape") to discover and develop next-generation T-cell receptor therapies targeting novel solid tumor antigens. This partnership leverages MiNK's proprietary library of T-cell antigens and ImmunoScape's platform for rapid discovery of novel T-cell receptors.

Historical Results of Operations

Three months ended September 30, 2024 compared to the three months ended September 30, 2023

22

Research and development revenue

We did not recognize any research and development revenue in the three months ended September 30, 2024, but recognized research and development revenue of approximately $3.4 million during the three months ended September 30, 2023. Research and development revenues in the third quarter of 2023 primarily consisted of $2.9 million related to the recognition of deferred revenue earned under our Gilead Collaboration Agreements.

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

In January 2018, we sold 100% of our worldwide rights to receive royalties from GSK on sales of GSK's vaccines containing our STIMULON QS-21 adjuvant to HCR. As described in Note F to our Condensed Consolidated Financial Statements, this transaction has been recorded as a liability that amortizes over the estimated life of our Royalty Purchase Agreement with HCR. As a result of this liability accounting, even though the royalties are remitted directly to HCR, we record these royalties from GSK as revenue. Non-cash royalty revenue related to our agreement with GSK increased $4.3 million, to approximately $24.7 million for the three months ended September 30, 2024, from $20.4 million for the three months ended September 30, 2023, due to increased net sales of GSK's vaccines containing our STIMULON QS-21 adjuvant, including net sales of AREXVY, that GSK launched in the third quarter of 2023.

Research and development expense

Research and development expense includes the costs associated with our internal research and development activities, including compensation and benefits, occupancy costs, manufacturing costs, costs of consultants, and administrative costs. Research and development expense decreased 20% to $41.1 million for the three months ended September 30, 2024 from $51.4 million for the three months ended September 30, 2023. Decreased expenses in the three months ended September 30, 2024 primarily relate to a $4.2 million decrease in third-party services and other expenses, largely due to the timing of expenses related to the advancement of our antibody programs, a $2.9 million decrease in personnel related expenses, mainly due to a decrease in headcount, and a $4.1 million decrease in expenses attributable to the activities of our subsidiaries. These decreases were partially offset by a $0.8 million increase in other research and development expenses.

General and administrative expense

General and administrative expense consists primarily of personnel costs, facility expenses, and professional fees. General and administrative expenses decreased 9% to $17.3 million for the three months ended September 30, 2024 from $18.9 million for the three months ended September 30, 2023. Decreased expenses in the three months ended September 30, 2024 primarily relate to a $1.0 million decrease in personnel related expenses, mainly due to decreased share based compensation expense, a $0.7 million decrease in professional fees and a $0.5 million decrease in expenses attributable to the activities of our subsidiaries. These decreases were partially offset by a $0.7 million increase in other general and administrative expenses.

Interest expense, net

Interest expense, net increased to approximately $35.7 million for the three months ended September 30, 2024 from $18.6 million for the three months ended September 30, 2023, mainly due to increased non-cash interest recorded in connection with our Royalty Purchase Agreement with HCR and the addition of non-cash interest expense recorded in connection with our Ligand Purchase Agreement.

Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

Research and development revenue

We recognized research and development revenue of approximately $0.3 million and $8.5 million during the nine months ended September 30, 2024 and 2023, respectively. Research and development revenues in the first nine months of 2023 primarily consisted of $7.2 million related to the recognition of deferred revenue earned under our Gilead Collaboration Agreements.

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

In January 2018, we sold 100% of our worldwide rights to receive royalties from GSK on sales of GSK's vaccines containing our STIMULON QS-21 adjuvant to HCR. As described in Note F to our Condensed Consolidated Financial Statements, this transaction has been recorded as a liability that amortizes over the estimated life of our Royalty Purchase Agreement with HCR. As a result of this liability accounting, even though the royalties are remitted directly to HCR, we record these royalties from GSK as revenue. Non-cash royalty revenue related to our agreement with GSK increased $13.5 million, to approximately $75.0 million for the nine months ended September 30, 2024, from $61.5 million for the nine months ended September 30, 2023, due to increased net sales of GSK's vaccines containing our STIMULON QS-21 adjuvant, including net sales of AREXVY, that GSK launched in the third quarter of 2023.

Research and development expense

23

Research and development expense includes the costs associated with our internal research and development activities, including compensation and benefits, occupancy costs, manufacturing costs, costs of consultants, and administrative costs. Research and development expense decreased 27% to $121.8 million for the nine months ended September 30, 2024 from $167.8 million for the nine months ended September 30, 2023. Decreased expenses in the nine months ended September 30, 2024 primarily relate to a $25.9 million decrease in third-party services and other expenses, largely due to the timing of expenses related to the advancement of our antibody programs, a $8.9 million decrease in personnel related expenses, mainly due to a decrease in headcount, and a $14.7 million decrease in expenses attributable to the activities of our subsidiaries. These decreases were partially offset by a $3.3 million increase in other research and development expenses.

General and administrative expense

General and administrative expense consists primarily of personnel costs, facility expenses, and professional fees. General and administrative expenses decreased 11% to $50.9 million for the nine months ended September 30, 2024 from $57.6 million for the nine months ended September 30, 2023. Decreased expenses in the nine months ended September 30, 2024 primarily relate to a $3.2 million decrease in personnel related expenses, mainly due to decreased share based compensation expense, a $1.5 million decrease in professional fees and a $2.9 million decrease in expenses attributable to the activities of our subsidiaries. These decreases were partially offset by a $1.0 million increase in other general and administrative expenses.

Non-operating income (expense)

Non-operating income increased $5.8 million for the nine months ended September 30, 2024, from income of $0.2 million for the nine months ended September 30, 2023 to income of $6.1 million for the nine months ended September 30, 2024, primarily due to the recognition of a $5.3 million gain on the early termination of two operating leases and the recognition of R&D tax credits in the UK in the nine months ended September 30, 2024, compared to de minimis activity in the nine months ended September 30, 2023.

Interest expense, net

Interest expense, net increased to approximately $96.9 million for the nine months ended September 30, 2024 from $53.7 million for the nine months ended September 30, 2023, mainly due to increased non-cash interest recorded in connection with our Royalty Purchase Agreement with HCR and the addition of non-cash interest expense recorded in connection with our Ligand Purchase Agreement.

Research and Development Programs

For the nine months ended September 30, 2024, our research and development programs consisted largely of our antibody programs as indicated in the following table (in thousands).

Nine Months Ended September 30,

Year Ended December 31,

Research and
Development Program

Product

2024

2023

2022

2021

Antibody programs

Various

$

89,359

$

178,445

$

133,108

$

141,266

Vaccine adjuvant

STIMULON cpcQS-21

1,765

10,296

10,789

5,912

Cell therapies

Various

5,314

16,283

24,300

15,507

Other research and development programs

Various

25,315

29,545

18,494

15,923

Total research and development expenses

$

121,753

$

234,569

$

186,691

$

178,608

Research and development program costs include compensation and other direct costs plus an allocation of indirect costs, based on certain assumptions and our review of the status of each program. Our product candidates are in various stages of development and significant additional expenditures will be required if we start new clinical trials, encounter delays in our programs, apply for regulatory approvals, continue development of our technologies, expand our operations, and/or bring our product candidates to market. The total cost of any particular clinical trial is dependent on a number of factors such as trial design, length of the trial, number of clinical sites, number of patients, and trial sponsorship. The process of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive, and uncertain. Because of the current stage of our product candidates, among other factors, we are unable to reliably estimate the cost of completing our research and development programs or the timing for bringing such programs to various markets or substantial partnering or out-licensing arrangements, and, therefore, when, if ever, material cash inflows are likely to commence.

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Liquidity and Capital Resources

We have incurred annual operating losses since inception, and we had an accumulated deficit of $2.1 billion as of September 30, 2024. We expect to incur significant losses over the next several years as we continue development of our technologies and product candidates, manage our regulatory processes, initiate and continue clinical trials, and prepare for potential commercialization of products. To date, we have financed our operations primarily through corporate partnerships, advance royalty sales and the issuance of equity. From our inception through September 30, 2024, we have raised aggregate net proceeds of approximately $2.0 billion through the sale of common and preferred stock, the exercise of stock options and warrants, proceeds from our Employee Stock Purchase Plan, royalty monetization transactions, and the issuance of convertible and other notes.

We maintain an effective registration statement (the "Registration Statement") covering up to $300.0 million of common stock, preferred stock, warrants, debt securities and units. The Registration Statement includes prospectuses covering the offer, issuance and sale of up to 20.6 million shares of our common stock from time to time in "at-the-market offerings" pursuant to an At Market Issuance Sales Agreement (the "Sales Agreement") with B. Riley Securities, Inc. as our sales agent. We sold approximately 1.9 million and 1.8 million shares of our common stock pursuant to the Sales Agreement during the nine months ended September 30, 2024 and the period of October 1, 2024 through November 8, 2024, respectively, and received aggregate net proceeds totaling $33.0 million. As of November 8, 2024, approximately 18.1 million shares remained available for sale under the Sales Agreement.

We have funded our operations largely from cash received from partners, royalty financing transactions and equity offerings. We transact at-the-market sales from time to time in order to manage our cash balances. We execute at-the-market offerings based on market conditions and our stock price. We do not have in place a program whereby at-the-market offerings are executed automatically based on our trading volume.

As of September 30, 2024, we had debt outstanding of $13.0 million in principal due February 2025.

Our cash and cash equivalents at September 30, 2024 were $44.8 million, a decrease of $31.3 million from December 31, 2023. Cash and cash equivalents of our subsidiary, MiNK, at June 30, 2024, were $9.3 million. MiNK cash can only be accessed by Agenus through a declaration of a dividend by the MiNK Board of Directors or through settlement of intercompany balances.

Since our founding we have financed our operations principally through income and revenues generated from corporate partnerships, advance royalty sales and proceeds from equity issuances. Based on our current plans and projections, we believe that our cash resources of $44.8 million as of September 30, 2024, will be sufficient to satisfy our critical liquidity requirements through the end of the year and into 2025. To support operations further, meet our subordinated notes obligation, and to execute on our business plans, we require additional funding.

Currently we are in discussions with several entities including biotechnology and pharmaceutical partners, as well as dedicated healthcare funds to provide the funding necessary to support our operations through our planned biologics license application, or marketing authorization, submission for botensilimab/balstilimab. However, because the completion of such transactions is not entirely within our control, in accordance with accounting guidance we are required to disclose that substantial doubt exists 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 address the Company's liquidity needs and has continued to adjust spending in order to preserve liquidity. In August 2023, we prioritized and focused our resources to accelerate the development, registration, and commercialization of our lead asset postponing all preclinical and other clinical programs and reducing our workforce by approximately 25%. Our CEO, Dr. Garo Armen has elected to receive his base salary and any potential bonus payments in stock rather than cash. We continuously evaluate the likelihood of success of our programs. As such, our decisions to continue to fund or eliminate funding of each of our programs are predicated on these determinations, on an ongoing basis. We expect our sources of funding to include payments from current collaborations which include out-licensing and/or partnering opportunities for our portfolio programs and product candidates with multiple parties; additional third-party agreements; asset sales; further royalty monetization; project financing, and/or sales of equity securities.

Our future cash requirements include, but are not limited to, supporting clinical trial and regulatory efforts and continuing our other research and development programs. Since inception, we have entered into various agreements with contract manufacturers, institutions, and clinical research organizations (collectively "third party providers") to perform pre-clinical activities and to conduct and monitor our clinical studies and trials. Under these agreements, subject to the enrollment of patients and performance by the applicable third-party provider, we have estimated our total payments to be $660.4 million over the term of the related activities. Through September 30, 2024, we have expensed $598.1 million as research and development expenses and $562.4 million has been

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paid under these agreements. The timing of expense recognition and future payments related to these agreements is subject to the enrollment of patients and performance by the applicable third-party provider. We plan to enter into additional agreements with third party providers and we anticipate significant additional expenditures will be required to initiate and advance our various programs.

Part of our strategy is to develop and commercialize some of our product candidates by continuing our existing collaboration arrangements with academic and collaboration partners and licensees and by entering into new collaborations. As a result of our collaboration agreements, we will not completely control the efforts to attempt to bring those product candidates to market.

Net cash used in operating activities for the nine months ended September 30, 2024 and 2023 was $129.7 million and $183.8 million, respectively. Our future ability to generate cash from operations will depend on achieving regulatory approval and market acceptance of our product candidates, achieving benchmarks as defined in existing collaboration agreements, and our ability to enter into new collaborations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Forward Looking Statements" in Part I, Item 2 of this Quarterly Report on Form 10-Q and the risks highlighted in Part I, Item 1A "Risk Factors" of our 2023 Form 10-K, Part II and Item 1A "Risk Factors" of our Q2 2024 Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure is foreign currency exchange rate risk. International revenues and expenses are generally transacted by our foreign subsidiaries and are denominated in local currency. Approximately 0.6% and 1.0% of our cash used in operations for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively, was from our foreign subsidiaries. We are exposed to foreign currency exchange rate fluctuation risk related to our transactions denominated in foreign currencies. We do not currently employ specific strategies, such as the use of derivative instruments or hedging, to manage these exposures. Our currency exposures vary but are primarily concentrated in the British Pound and Swiss Franc, in large part due to our subsidiaries, Agenus UK Limited and AgenTus Therapeutics Limited, both with operations in England, and Antigenics SA, a company with operations in Switzerland.

We had cash and cash equivalents at September 30, 2024 of $44.8 million, which are exposed to the impact of interest rate changes, and our interest income fluctuates as interest rates change. Additionally, in the normal course of business, we are exposed to fluctuations in interest rates as we seek debt financing and invest excess cash. Due to the short-term nature of our investments in money market funds, our carrying value approximates the fair value of these investments at September 30, 2024.

There has been no material change to our interest rate exposure and our approach toward interest rate and foreign currency exchange rate exposures, as described in our Annual Report on Form 10-K for the year ended December 31, 2023.

We invest our cash and cash equivalents in accordance with our investment policy. The primary objectives of our investment policy are to preserve principal, maintain proper liquidity to meet operating needs, and maximize yields. We review our investment policy periodically and amend it as deemed necessary. Currently, the investment policy prohibits investing in any structured investment vehicles and asset-backed commercial paper. Although our investments are subject to credit risk, our investment policy specifies credit quality standards for our investments and limits the amount of credit exposure from any single issue, issuer, or type of investment. We do not invest in derivative financial instruments. Accordingly, we do not believe that there is currently any material market risk exposure with respect to derivatives or other financial instruments that would require disclosure under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective and were designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. It should be noted that any system of controls is designed to provide reasonable, but not absolute, assurances that the system will achieve its stated goals under all reasonably foreseeable circumstances. Our Principal Executive Officer and Principal Financial Officer have each concluded that our disclosure controls and procedures as of the end of the period covered by this report are effective at a level that provides such reasonable assurances.

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Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In September 2024, a putative securities class action lawsuit was commenced in the U.S. District Court for the District of Massachusetts naming as defendants Agenus and three current officers. The complaint alleges that the defendants 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 plaintiff seeks to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023, and July 17, 2024. The plaintiff seeks damages and interest, and an award of costs, including attorneys' fees. We have not recorded any accrual for a contingent liability associated with these legal proceedings.

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 not currently a party to any other material legal proceedings. From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of our business activities. Regardless of the outcome, litigation can have a material adverse effect on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes to the risk factors described in Part I, Item 1A "Risk Factors" of our 2023 Form 10-K and Part II, Item 1A "Risk Factors" of our Q2 2024 Form 10-Q.

Item 5. Other Information

Trading Plans of Our Directors and Officers

During the quarter ended September 30, 2024, none of our directors or executive officers adoptedor terminateda "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each item is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

Exhibit No.

Description

31.1

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. Filed herewith.

31.2

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. Filed herewith.

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Submitted herewith.

101.INS

XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

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AGENUS INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:

November 12, 2024

AGENUS INC.

/s/ CHRISTINE M. KLASKIN

Christine M. Klaskin

VP, Finance, Principal Financial Officer, Principal Accounting Officer

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