アジェナスの四半期報告

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, 2025

☐ 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 7, 2025: 34,008,349 shares.

Agenus Inc.

Nine Months Ended September 30, 2025

Table of Contents


		Page
PART I
ITEM 1.	Financial Statements:	2
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)	8
	Notes to Unaudited Condensed Consolidated Financial Statements	10
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	32
ITEM 4.	Controls and Procedures	33

PART II
ITEM 1.	Legal Proceedings	34
ITEM 1A.	Risk Factors	34
ITEM 5.	Other Information	34
ITEM 6.	Exhibits	35
	Signatures	36

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, 2025 (unaudited)			December 31, 2024
ASSETS
Cash and cash equivalents	$	3,458		$	40,437
Accounts receivable		538			407
Related party note receivable from MiNK Therapeutics, Inc.		5,725			—
Prepaid expenses		885			2,315
Assets held for sale		122,149			—
Other current assets		1,195			2,415
Total current assets		133,950			45,574
Property, plant and equipment, net of accumulated amortization and depreciation of $47,166 and $72,553 at September 30, 2025 and December 31, 2024, respectively		15,987			120,087
Operating lease right-of-use assets		8,027			27,308
Goodwill		24,092			24,092
Acquired intangible assets, net of accumulated amortization of $17,240 and $16,986 at September 30, 2025 and December 31, 2024, respectively		3,122			3,376
Equity method investment in MiNK Therapeutics, Inc.		30,482			—
Due from related parties (MiNK Therapeutics, Inc.)		15,043			—
Other long-term assets		3,188			5,834
Total assets	$	233,891		$	226,271
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current portion, long-term debt	$	10,610		$	2,698
Current portion, liability related to sale of future royalties and milestones		103,047			111,978
Current portion, deferred revenue		45			31
Current portion, operating lease liabilities		1,113			2,446
Accounts payable		85,289			61,470
Accrued liabilities		31,752			34,961
Liabilities held for sale		54,566			—
Other current liabilities		710			7,817
Total current liabilities		287,132			221,401
Long-term debt, net of current portion		23,599			30,473
Liability related to sale of future royalties and milestones, net of current portion		192,126			224,389
Deferred revenue, net of current portion		1,143			1,143
Operating lease liabilities, net of current portion		10,383			54,551
Other long-term liabilities		376			738
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at September 30, 2025 and December 31, 2024; liquidation value of $34,263 at September 30, 2025		0			0
Common stock, par value $0.01 per share; 800,000,000 shares authorized; 32,814,429 and 23,634,670 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		329			236
Additional paid-in capital		1,899,281			1,857,662
Accumulated other comprehensive loss		(1,560	)		(1,398	)
Accumulated deficit		(2,172,187	)		(2,182,880	)
Total stockholders’ deficit attributable to Agenus Inc.		(274,137	)		(326,380	)
Non-controlling interest		(6,731	)		19,956
Total stockholders’ deficit		(280,868	)		(306,424	)
Total liabilities and stockholders’ deficit	$	233,891		$	226,271

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Amounts in thousands, except per share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue:
Research and development	$	1,087		$	—		$	1,421		$	267
Service revenue		—			454			1,036			1,353
Non-cash royalty revenue related to the sale of future royalties		29,148			24,658			77,535			75,006
Total revenues		30,235			25,112			79,992			76,626
Operating expenses:
Cost of revenue		(642	)		(146	)		(1,022	)		(368	)
Research and development		(23,596	)		(41,058	)		(71,827	)		(121,753	)
General and administrative		(10,860	)		(17,275	)		(42,097	)		(50,947	)
Fair value adjustments		318			1,863			387			1,863
Operating loss		(4,545	)		(31,504	)		(34,567	)		(94,579	)
Other income (expense):
Non-operating income (expense)		(19,298	)		19			(19,574	)		6,054
Gain from deconsolidation of MiNK Therapeutics, Inc.		100,924			—			100,924			—
Interest expense, net		(13,170	)		(35,729	)		(39,254	)		(96,940	)
Net income (loss)		63,911			(67,214	)		7,529			(185,465	)
Dividends on Series A-1 convertible preferred stock		(54	)		(54	)		(162	)		(161	)
Less: net loss attributable to non-controlling interest		(3	)		(828	)		(3,164	)		(4,112	)
Net income (loss) attributable to Agenus Inc. common stockholders	$	63,860		$	(66,440	)	$	10,531		$	(181,514	)
Per common share data:
Net income (loss) attributable to Agenus Inc. comm stockholders:
Basic	$	2.00		$	(3.08	)	$	0.37		$	(8.65	)
Diluted	$	1.94		$	(3.08	)	$	0.37		$	(8.65	)
Weighted average number of Agenus Inc. common shares outstanding:
Basic		31,886			21,550			28,184			20,995
Diluted		32,858			21,550			28,264			20,995

Other comprehensive loss:
Foreign currency translation loss	$	(56	)	$	(346	)	$	(162	)	$	(392	)
Other comprehensive loss		(56	)		(346	)		(162	)		(392	)
Comprehensive income (loss)	$	63,804		$	(66,786	)	$	10,369		$	(181,906	)

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(Unaudited)

(Amounts in thousands)


	Series A-1
	Convertible
	Preferred Stock				Common Stock									Treasury Stock
	Number of Shares		Par Value		Number of Shares			Par Value			Additional Paid-In Capital			Number of Shares			Amount			Accumulated Other Comprehensive Income (Loss)			Non-controlling Interest			Accumulated Deficit			Total
Balance at December 31, 2024		32	$	0		23,635		$	236		$	1,857,662			—		$	—		$	(1,398	)	$	19,956		$	(2,182,880	)		(306,424	)
Net loss		—		—		—			—			—			—			—			—			(1,104	)		(25,266	)		(26,370	)
Other comprehensive loss		—		—		—			—			—			—			—			(70	)		—			—			(70	)
Share-based compensation		—		—		—			—			2,587			—			—			—			597			—			3,184
Shares sold at the market		—		—		2,783			28			6,315			—			—			—			—			—			6,343
Payment of CEO payroll in shares		—		—		33			1			88			—			—			—			—			—			89
Issuance of warrants		—		—		—			—			398			—			—			—			—			—			398
Issuance of shares for services		—		—		11			—			39			—			—			—			—			—			39
Issuance of shares in connection with debt agreement		—		—		66			1			219			—			—			—			—			—			220
Vesting of nonvested shares		—		—		1			—			—			—			—			—			—			—			—
Exercise of stock options and employee share purchases		—		—		18			—			43			—			—			—			1			—			44
Issuance of shares for employee salaries		—		—		24			—			171			(8	)		(22	)		—			—			—			149
Retirement of treasury shares		—		—		(8	)		—			(22	)		8			22			—			—			—			—
Balance at March 31, 2025		32	$	0		26,563		$	266		$	1,867,500			—		$	—		$	(1,468	)	$	19,450		$	(2,208,146	)	$	(322,398	)
Net loss		—		—		—			—			—			—			—			—			(2,057	)		(27,955	)		(30,012	)
Other comprehensive loss		—		—		—			—			—			—			—			(36	)		—			—			(36	)
Share-based compensation		—		—		—			—			2,438			—			—			—			900			—			3,338
Shares sold at the market		—		—		3,136			31			12,186			—			—			—			—			—			12,217
Payment of CEO payroll in shares		—		—		40			—			114			—			—			—			—			—			114
Issuance of shares for services		—		—		9			—			26			—			—			—			—			—			26
Issuance of shares in connection with debt agreement		—		—		179			2			402			—			—			—			—			—			404
Vesting of nonvested shares		—		—		15			—			—			—			—			—			—			—			—
Issuance of shares for employee salaries		—		—		91			1			103			(29	)		(65	)		—			—			—			39
Retirement of treasury shares		—		—		(29	)		—			(65	)		29			65			—			—			—			—
Balance at June 30, 2025		32	$	0		30,004		$	300		$	1,882,704			—		$	—		$	(1,504	)	$	18,293		$	(2,236,101	)	$	(336,308	)
Net income (loss)		—		—		—			—			—			—			—			—			(3	)		63,914			63,911
Other comprehensive loss		—		—		—			—			—			—			—			(56	)		—			—			(56	)
Share-based compensation		—		—		—			—			2,792			—			—			—			16			—			2,808
Shares sold at the market		—		—		1,654			17			8,949			—			—			—			—			—			8,966
Payment of CEO payroll in shares		—		—		20			—			98			—			—			—			—			—			98
Issuance of shares for services		—		—		86			1			335			—			—			—			—			—			336
Issuance of shares in connection with debt agreement		—		—		74			1			371			—			—			—			—			—			372
Deconsolidation of a subsidiary		—		—		—						—			—			—			—			(25,037	)		—			(25,037	)
Vesting of nonvested shares		—		—		59			1			(1	)		—			—			—			—			—			—
Employee share purchases		—		—		30			—			78			—			—			—			—			—			78
Issuance of shares for certain employee bonuses		—		—		1,353			14			6,034			(466	)		(2,084	)		—			—			—			3,964
Retirement of treasury shares		—		—		(466	)		(5	)		(2,079	)		466			2,084			—			—			—			—
Balance at September 30, 2025		32	$	0		32,814		$	329		$	1,899,281			—		$	—		$	(1,560	)	$	(6,731	)	$	(2,172,187	)	$	(280,868	)

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(Unaudited)

(Amounts in thousands)


	Series A-1
	Convertible
	Preferred Stock				Common Stock
	Number of Shares		Par Value		Number of Shares		Par Value		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Non-controlling Interest			Accumulated Deficit			Total
Balance at December 31, 2023		32	$	0		19,718	$	197	$	1,796,095		$	(955	)	$	11,949		$	(1,955,668	)	$	(148,382	)
Net loss		—		—		—		—		—			—			(1,568	)		(61,886	)		(63,454	)
Other comprehensive loss		—		—		—		—		—			(116	)		—			—			(116	)
Share-based compensation		—		—		—		—		3,477			—			719			—			4,196
Shares sold at the market		—		—		1,249		13		17,158			—			—			—			17,171
Payment of CEO payroll in shares		—		—		7		—		89			—			—			—			89
Vesting of nonvested shares		—		—		8		—		—			—			—			—			—
Exercise of stock options and employee share purchases		—		—		12		—		166			—			7			—			173
Balance at March 31, 2024		32	$	0		20,994	$	210	$	1,816,985		$	(1,071	)	$	11,107		$	(2,017,554	)	$	(190,323	)
Net loss		—		—		—		—		—			—			(1,716	)		(53,081	)		(54,797	)
Other comprehensive income		—		—		—		—		—			70			—			—			70
Share-based compensation		—		—		—		—		8,449			—			841			—			9,290
Shares sold at the market		—		—		117		1		1,989			—			—			—			1,990
Issuance of warrants, net of expenses		—		—		—		—		6,983			—			—			—			6,983
Vesting of nonvested shares		—		—		2		—		—			—			—			—			—
Payment of CEO payroll in shares		—		—		11		—		114			—			—			—			114
MiNK private placement stock sale		—		—		—		—		(4,434	)		—			10,234			—			5,800
Exercise of stock options		—		—		2		—		28			—			6			—			34
Balance at June 30, 2024		32	$	0		21,126	$	211	$	1,830,114		$	(1,001	)	$	20,472		$	(2,070,635	)	$	(220,839	)
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.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands, except per share amounts)


	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	7,529		$	(185,465	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		9,402			10,083
Share-based compensation		10,309			12,716
Non-cash royalty revenue		(77,535	)		(75,006	)
Non-cash interest expense		38,666			97,459
Loss on sale or disposal of assets, net		936			18
Gain from deconsolidation of MiNK Therapeutics, Inc.		(100,924	)		—
Unrealized loss on long-term investments		20,096			1,103
Gain on lease terminations		—			(5,334	)
Other, net		(200	)		(3,741	)
Changes in operating assets and liabilities:
Accounts receivable		(49	)		25,613
Prepaid expenses		1,160			5,751
Accounts payable		26,840			(13,682	)
Deferred revenue		1			(7	)
Accrued liabilities and other current liabilities		13,435			1,722
Other operating assets and liabilities		(10,243	)		(893	)
Net cash used in operating activities		(60,577	)		(129,663	)
Cash flows from investing activities:
Purchases of plant and equipment		(6	)		(503	)
Proceeds from sale of plant and equipment		358			24
Proceeds from sale of long-term investment		62			527
Net cash provided by investing activities		414			48
Cash flows from financing activities:
Net proceeds from sale of equity		27,525			25,937
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		122			648
Proceeds from the issuance of long-term debt, net		2,500			—
Impact to cash resulting from deconsolidation of a subsidiary		(1,682	)		—
Purchase of treasury shares to satisfy tax withholdings		(87	)		—
Payment of long-term debt		(2,500	)		—
Payment of finance lease obligation		(4,659	)		(7,766	)
Net cash provided by financing activities		21,219			98,470
Effect of exchange rate changes on cash		43			(216	)
Net decrease in cash, cash equivalents and restricted cash		(38,901	)		(31,361	)
Cash, cash equivalents and restricted cash, beginning of period		44,071			79,779
Cash, cash equivalents and restricted cash, end of period	$	5,170		$	48,418
Supplemental cash flow information:
Cash paid for interest	$	903		$	1,737
Supplemental disclosures - non-cash activities:
Insurance financing agreement	$	552		$	771
Issuance of common stock, $0.01 par value, for payment of certain employee bonuses		3,964			—
Issuance of stock options for payment of certain employee bonuses		—			9,321
Issuance of subsidiary stock options for payment of certain employee bonuses		—			1,032
Lease right-of-use assets obtained in exchange for new operating lease liabilities		107			105
Lease right-of-use assets obtained in exchange for new finance lease liabilities		10,737			122

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Note A – Business, Liquidity and Basis of Presentation

Agenus Inc. (including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a clinical-stage biotechnology company specializing in discovering and developing therapies to activate the body's immune system against cancer and infections. Our pipeline includes immune-modulatory antibodies, vaccine adjuvants (via SaponiQx, Inc. ("SaponiQx")), and adoptive cell therapies (via our investment in MiNK Therapeutics, Inc., Nasdaq: "INKT" ("MiNK")). Our primary focus is immuno-oncology (“I-O”), and our diverse pipeline is supported by our in-house capabilities, including current good manufacturing practice (“cGMP”) manufacturing and a clinical operations platform. To succeed in I-O, innovation and speed are paramount. We are a vertically integrated biotechnology company equipped with a suite of technology platforms to advance from novel target identification through manufacturing for clinical trials of antibodies and cell therapies. By understanding each patient's cancer, we aim to substantially expand the population benefiting from current I-O therapies. In addition to a diverse pipeline, we have assembled fully integrated end-to-end capabilities including novel target discovery, antibody generation, cell line development and cGMP manufacturing. Leveraging our science and capabilities, we have established strategic partnerships to advance innovation. We believe the next generation of cancer treatment will build on clinically validated antibodies targeting cytotoxic T-lymphocyte antigen 4 (“CTLA-4”) and programmed death receptor-1s (“PD-1”) combined with novel immunomodulatory agents designed to address underlying tumor escape mechanisms.

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

•

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

•

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

•

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

•

A pipeline of novel allogeneic invariant natural killer T cell therapies for treating cancer and other immune-mediated diseases, controlled by MiNK.

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

Our cash and cash equivalents at September 30, 2025 were $3.5 million. Subsequent to quarter end, we entered into a $10.0 million Promissory Note Agreement (the “Zydus Note”) with Zydus Pharmaceuticals (USA) Inc. (“Zydus”) and received $4.5 million from sales of our common stock in at the market offerings. In addition, we anticipate receiving $91.0 million from our agreements with Zydus Lifesciences Ltd and its affiliates, during the first quarter of 2026. We have incurred significant losses since our inception in 1994. As of September 30, 2025, we had an accumulated deficit of $2.2 billion and $10.5 million of subordinated notes maturing in June 2026.

Currently we are in discussions with entities including operating companies and financial entities to provide the additional funding to support our operations through our planned registration and launch strategy for botensilimab/balstilimab. However, because the completion of cash funding transactions is not entirely within our control, and in accordance with accounting standards, substantial doubt continues to exist about our ability to continue as a going concern for a period of one year after the date of filing of this Quarterly Report on Form 10-Q. The financial statements have been prepared on a basis that assumes Agenus will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management continues to diligently address the Company’s liquidity needs and has continued to adjust spending in order to preserve liquidity. We expect our sources of funding to include additional out-licensing agreements, asset sales, project financing, and/or sales of equity securities.

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, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. For further information, refer to our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”).

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

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

In July 2025, our ownership percentage of MiNK dropped below 50%. While we maintain significant influence, this resulted in a loss of control, and as such, MiNK was deconsolidated in the quarter ended September 30, 2025.

Upon deconsolidation, we recognized a gain of approximately $100.9 million in our Condensed Consolidated Statements of Operations. Subsequent to the deconsolidation, we accounted for our equity ownership interest in MiNK under the equity method of accounting (fair value option). Refer to Note F for more information.

Note B – Summary of Significant Accounting Policies

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

Equity Method Investment

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

Fair Value Option

Under the Fair Value Option subsection of Accounting Standards Codification ("ASC") Subtopic 825-10, Financial Instruments – Overall, we have the irrevocable option to report most financial assets and liabilities at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings. We have elected to report our investment in MiNK, including the related party note receivable from MiNK at fair value. The fair value of the equity investment is based on readily determinable pricing available on a securities exchange and the fair value of the related party note receivable is determined on a scenario based present value methodology.

Current Expected Credit Losses

Financial assets measured at amortized cost are assessed for future expected credit losses under the guidance in ASC 326, Financial Instruments – Credit Losses, to determine if application of an expected credit losses reserve is necessary. We perform regular reviews of our receivable balances, including related party receivables, and when appropriate, would record an expected credit losses reserve. We have not recorded provisions for credit losses for any of the periods presented.

Assets and Liabilities Held for Sale

We classify assets and related liabilities as held for sale when: (i) management has committed to a plan to sell the assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the net assets is probable within one year, (v) the sale price of the net assets is comparable to current fair value and (vi) actions required to complete the plan indicate it is unlikely that significant changes will be made or that management will withdraw from the sale. Assets and liabilities held for sale are presented separately on our Condensed Consolidated Balance Sheets at the lower of cost or fair value, less costs to sell.

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

Note C – Net Income (Loss) Per Share

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


	Three Months Ended September 30,					Nine Months Ended September 30,
	2025		2024			2025		2024
Amounts used for basic and diluted per share calculations:
Net income (loss) attributable to Agenus Inc. common stockholders	$	63,860	$	(66,440	)	$	10,531	$	(181,514	)

Weighted average number of Agenus Inc. common shares outstanding - basic		31,886		21,550			28,184		20,995

Effect of potentially dilutive securities:
Share based compensation awards		914		—			22		—
Warrants		58		—			58		—
Weighted average number of Agenus Inc. common shares outstanding - diluted		32,858		21,550			28,264		20,995

Net income (loss) attributable to Agenus Inc. per common share:
Basic	$	2.00	$	(3.08	)	$	0.37	$	(8.65	)
Diluted	$	1.94	$	(3.08	)	$	0.37	$	(8.65	)

Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Amended and Restated Directors’ Deferred Compensation Plan, or “DDCP”). Diluted income (loss) per common share is calculated by dividing income (loss) attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares and convertible preferred stock. Because we reported a net loss attributable to common stockholders for the three and nine months ended September 30, 2024, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. The following securities (listed on an as-if-converted-to-Common-Stock basis) have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2025 and 2024, as they would be anti-dilutive (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Warrants		974		965		974		965
Stock options		4,429		3,313		5,125		3,313
Non-vested shares		74		36		90		36
Series A-1 convertible preferred stock		17		17		17		17

Note D – Cash Equivalents

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


	September 30, 2025				December 31, 2024
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Institutional money market funds	$	413	$	413	$	6,954	$	6,954
Total	$	413	$	413	$	6,954	$	6,954

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

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

Note E – Acquired Intangible Assets

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


	As of September 30, 2025
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual property	7-15 years	$	16,841	$	(15,776	)	$	1,065
Trademarks	4-4.5 years		882		(882	)		—
Other	2-7 years		582		(582	)		—
In-process research and development	Indefinite		2,057		—			2,057
Total		$	20,362	$	(17,240	)	$	3,122


	As of December 31, 2024
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual property	7-15 years	$	16,841	$	(15,522	)	$	1,319
Trademarks	4-4.5 years		882		(882	)		—
Other	2-7 years		582		(582	)		—
In-process research and development	Indefinite		2,057		—			2,057
Total		$	20,362	$	(16,986	)	$	3,376

The weighted average amortization period of our finite-lived intangible assets is 9 years. Amortization expense related to acquired intangibles is estimated at $0.1 million for the remainder of 2025, $0.3 million for the years ending December 31, 2026, 2027 and 2028, and $39,000 for the year ending December 31, 2029.

Note F – Investment in MiNK Therapeutics, Inc.

In July 2025, our ownership percentage of MiNK dropped below 50%, while we maintain significant influence, this resulted in a loss of control. As a result, MiNK was deconsolidated in the quarter ended September 30, 2025. As we maintain a significant ownership percentage in MiNK (approximately 48% as of September 30, 2025) we have accounted for this investment under the equity method and have elected the fair value option. Refer to Note B for more information.

Deconsolidation

On July 17, 2025, our ownership interest in MiNK dropped below 50% due to dilution resulting from MiNK selling shares to unrelated investors. We determined that the loss of control due to dilution does not constitute a strategic shift from our perspective and therefore the deconsolidation is not deemed to be a discontinued operation.

We recognized a $100.9 million gain on deconsolidation in our condensed consolidated statements of operations for the three and nine months ended September 30, 2025. This gain is the sum of (1) the fair value of our retained investment in MiNK (2) the carrying amount of the existing noncontrolling interest that was derecognized, and (3) the carrying amount of accumulated other comprehensive income attributable to MiNK, less the carrying amount of MiNK's net liabilities derecognized.

The fair value of our retained investment in MiNK as of the date of deconsolidation was $50.6 million. Fair value was calculated using readily determinable pricing available on a securities exchange.

We will continue to have involvement with MiNK after deconsolidation, including providing services under an Amended and Restated Intercompany Services Agreement, and MiNK has been deemed a related party. Following the deconsolidation, we recognized Related party balances on our Condensed Consolidated Balance Sheets. Refer to Note P for further detail.

Remaining Investment

Following deconsolidation we have accounted for our remaining investment in MiNK according to the equity method in accordance with ASC 323, as we have retained the ability to exercise significant influence but do not have control. In accordance with ASC 825, we have made the irrevocable election to measure our investment and all other eligible interests in MiNK, including the Related party note receivable (the "Note Receivable") (refer to Note J), at fair value. All subsequent changes in fair value will be reported as part of Non-operating income (expense) in our Condensed Consolidated Statements of Operations.

The fair value of our equity investment in MiNK at September 30, 2025 was $30.5 million. The total carrying value of our investment in MiNK at September 30, 2025, including the fair value of the Note Receivable and the carrying value of the Due from related parties receivable, was approximately $51.3 million.

Our investment in MiNK is considered a significant investee as the carrying value of our total investment is greater than 20% of our total consolidated asset balance. The following tables present summarized balance sheet information as of September 30,2025 and summarized results of operations for the three months since the date of deconsolidation (in thousands):


	September 30, 2025
Current assets	$	14,534
Non-current assets		429
Current liabilities		13,434
Non-current liabilities		15,043

	Three Months Ended September 30,
	2025
Net loss	$	(2,888	)
Net loss attributable to Agenus		(1,386	)

Note G – Debt

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


Debt instrument	Principal at September 30, 2025		Unamortized Debt Discount			Balance at September 30, 2025
Current Portion:
2015 Subordinated Notes	$	10,500	$	(223	)	$	10,277
Debentures		146		—			146
Other		188		—			188
Long-term Portion:
Promissory Note		24,750		(1,152	)		23,598
Total	$	35,584	$	(1,375	)	$	34,209


Debt instrument	Balance at December 31, 2024		Unamortized Debt Discount			Net balance at December 31, 2024
Current Portion:
2015 Subordinated Notes	$	2,471	$	—		$	2,471
Debentures		146		—			146
Other		81		—			81
Long-term Portion:
2015 Subordinated Notes		10,500		—			10,500
Promissory Note		22,000		(2,027	)		19,973
Total	$	35,198	$	(2,027	)	$	33,171

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

Promissory Note

In November 2024, we, through a subsidiary, entered into a promissory note (the “Note”) with Ocean 1181 LLC (the “Lender”) for a loan in an aggregate principal amount of $22.0 million (the “Loan”). The Loan has a two-year term and is principally secured by our manufacturing facility in Berkeley, CA and parcels of land located in Vacaville, CA.

In March 2025, we and the Lender agreed to increase the principal amount under the Note by $2.75 million. As part of the transaction, we reimbursed the Lender for transaction costs and paid a 1% origination fee, totaling approximately $0.3 million. These amounts are presented net of the liability in our condensed consolidated balance sheets and will be amortized to interest expense over the term of the Loan.

Subordinated Notes

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

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

This Amendment was accounted for as a debt modification. As part of the Amendment, we recorded debt discount of approximately $0.4 million, representing the fair value of the new and modified warrants. This amount is presented net of the liability in our condensed consolidated balance sheets and will be amortized to interest expense over the term of the 2015 Subordinated Notes.

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

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


	Period from December 31, 2024 to September 30, 2025
Liability related to sale of future royalties and milestones - beginning balance	$	337,539
Non-cash royalty revenue		(77,535	)
Non-cash interest expense recognized		36,243
Liability related to sale of future royalties and milestones - ending balance		296,247
Less: unamortized transaction costs		(1,074	)
Liability related to sale of future royalties and milestones, net	$	295,173

Healthcare Royalty Partners

In January 2018, we, through our wholly-owned subsidiary Antigenics, LLC (“Antigenics”), entered into a Royalty Purchase Agreement (the “HCR Royalty Purchase Agreement”) with Healthcare Royalty Partners III, L.P. and certain of its affiliates (collectively, “HCR”). Pursuant to the terms of the HCR Royalty Purchase Agreement, we sold to HCR 100% of Antigenics’ worldwide rights to receive royalties from GlaxoSmithKline (“GSK”) on sales of GSK’s vaccines containing our STIMULON QS-21 adjuvant. At closing, we received gross proceeds of $190.0 million from HCR.

Although we sold all of our rights to receive royalties on sales of GSK’s vaccines containing QS-21, as a result of our obligation to HCR, we are required to account for the $190.0 million in proceeds from this transaction as a liability on our condensed consolidated balance sheet that will be recognized into revenue in proportion to the royalty payments from GSK to HCR over the estimated life of the HCR Royalty Purchase Agreement. The liability is classified between the current and non-current portion of liability related to sale of future royalties and milestones in the condensed consolidated balance sheets based on the estimated royalty payments to be received by HCR in the next 12 months from the financial statement reporting date.

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

As royalties are remitted to HCR from GSK, the balance of the recorded liability will be effectively repaid over the life of the HCR Royalty Purchase Agreement. To determine the amortization of the recorded liability, we are required to estimate the total amount of future royalty payments to be received by HCR. The sum of these amounts less the $190.0 million proceeds we received will be recorded as interest expense over the life of the HCR Royalty Purchase Agreement. Periodically, we assess the estimated royalty payments to be paid to HCR from GSK, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability, and the related recognition of interest expense. During the nine months ended September 30, 2025, our estimate of the effective annual interest rate over the remaining life of the agreement decreased to 13.8%, which results in a life of contract interest rate of 23.9%.

Ligand Pharmaceuticals

In May 2024, we and certain wholly-owned subsidiaries, entered into a Purchase and Sale Agreement (the "Ligand Purchase Agreement") with Ligand Pharmaceuticals Incorporated ("Ligand"). Pursuant to the terms of the Ligand Purchase Agreement, Ligand will receive (i) 31.875% of the development, regulatory and commercial milestone payments we were then eligible to receive under our agreements with Bristol-Myers Squibb Company ("BMS"), UroGen Pharma Ltd., Gilead Sciences, Inc. ("Gilead"), Merck Sharpe & Dohme and Incyte Corporation ("Incyte"), (the “Covered License Agreements”) (ii) 18.75% of the royalties the Company receives under the Covered License Agreements; and (iii) a 2.625% synthetic royalty on worldwide net sales of botensilimab and balstilimab (collectively the “Purchased Assets”). In the event that we relicense the programs in the Covered License Agreements, Ligand would retain its economic interest in any new agreement.

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

In consideration for the sale of the Purchased Assets, we received gross proceeds of $75.0 million, less $0.9 million in reimbursable expenses, on the closing date. In addition, Ligand had a time-based option to invest an additional $25.0 million on a pro rata basis ("Purchaser Upsize Option"), which expired on June 30, 2025.

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

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


Liability related to sale of future royalties and milestones	$	63,879
Ligand Warrant		7,098
Purchaser Upsize Option		4,023
Total Ligand Purchase Agreement gross proceeds	$	75,000

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

The Purchaser Upsize Option was considered a freestanding financial instrument as it was separately exercisable and could be legally transferred from the Ligand Purchase Agreement. As such, it was accounted for as a written option which was accounted for as a liability at fair value and remeasured at each balance sheet date with changes in fair value recorded in earnings. The fair value of the Purchaser Upsize Option at September 30, 2025 was nil as it expired unexercised.

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

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

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

As royalties are remitted to us and milestone and sales are earned from the Purchased Assets, the balance of the recorded liability will be effectively repaid over the life of the Ligand Purchase Agreement. To determine the amortization of the recorded liability, we are required to estimate the total amount of future payments that Ligand is entitled to under the Ligand Purchase Agreement. The sum of these amounts less the $63.9 million proceeds allocated to the liability related to sale of future royalties and milestones will be recorded as interest expense over the life of the Ligand Purchase Agreement. Periodically, we assess the estimated royalty and milestone payments to be received and sales to be earned under the Ligand Purchase Agreement, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability, and the related recognition of interest expense. As of September 30, 2025, our estimate of the effective annual interest rate over the life of the Ligand Purchase Agreement decreased to 21.0%, which results in a life of contract interest rate of 21.4%.

Note I – Accrued and Other Current Liabilities

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


	September 30, 2025		December 31, 2024
Payroll	$	9,339	$	10,872
Professional fees		4,005		4,695
Contract manufacturing costs		3,107		2,915
Research services		7,939		9,720
Other		7,362		6,759
Total	$	31,752	$	34,961

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


	September 30, 2025		December 31, 2024
Finance lease liabilities	$	65	$	4,702
Other		645		3,115
Total	$	710	$	7,817

Note J – Fair Value Measurements

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


Description	September 30, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents (Note C)	$	413	$	413	$	—	$	—
Related party note receivable		5,725		—		5,725		—
Investment in MiNK Therapeutics, Inc.		30,482		30,482		—		—
Long-term investments		849		849		—		—
Total	$	37,469	$	31,744	$	5,725	$	—

Description	December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents (Note C)	$	6,954	$	6,954	$	—	$	—
Long-term investments		1,006		1,006		—		—
Total	$	7,960	$	7,960	$	—	$	—
Liabilities:
Purchaser Upsize Option (Note F)	$	69					$	69
Contingent purchase price consideration		318		—		—		318
Total	$	387	$	—	$	—	$	387

We measure the Related party note receivable at fair value. The fair value of the Note Receivable at September 30, 2025 was approximately $5.7 million, using a scenario based present value methodology that was derived by evaluating the nature and terms of the Note Receivable and considering the prevailing economic and market conditions at the balance sheet date, some of which are considered Level 2 inputs under the fair value measurements standard. As of September 30, 2025 the Note Receivable had a principal balance of $5.0 million.

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

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

We measured our contingent purchase price considerations at fair value. The fair value of our contingent purchase price considerations at December 31, 2024, of $0.3 million, included in "Other long-term liabilities" in our condensed consolidated balance sheets, were based on significant inputs not observable in the market, which require them to be reported as Level 3 liabilities within the fair value hierarchy. The valuation of these liabilities used assumptions we believe would be made by a market participant and were mainly based on estimates from a Monte Carlo simulation of our share price, as well as other factors impacting the probability of triggering the milestone payments. Share price was evolved using a geometric Brownian motion, calculated daily for the life of the contingent purchase price considerations.

The fair value of our outstanding debt balance at September 30, 2025 and December 31, 2024 was $35.6 million and $36.3 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date. The principal amount of our outstanding debt balance at September 30, 2025 and December 31, 2024 was $35.6 million and $35.2 million, respectively.

Note K – Revenue from Contracts with Customers

Disaggregation of Revenue

The following table presents revenue (in thousands) for the three and nine months ended September 30, 2025 and 2024, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations.


	Three months ended September 30, 2025
	United States		Rest of World		Total
Revenue Type
Clinical product revenue	$	1,087	$	—	$	1,087
Other services		—		—		—
Non-cash royalties		29,148		—		29,148
	$	30,235	$	—	$	30,235

	Three months ended September 30, 2024
Revenue Type
Other services	$	—	$	454	$	454
Non-cash royalties		24,658		—		24,658
	$	24,658	$	454	$	25,112


	Nine months ended September 30, 2025
	United States		Rest of World		Total
Revenue Type
Clinical product revenue	$	1,421	$	—	$	1,421
Other services		—		1,036		1,036
Non-cash royalties		77,535		—		77,535
	$	78,956	$	1,036	$	79,992

	Nine months ended September 30, 2024
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

Contract Balances

Contract assets primarily relate to our rights to consideration for work completed in relation to our research and development services performed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. Currently, we do not have any contract assets which have not transferred to a receivable. We had no asset impairment charges related to contract assets in the period. Contract liabilities primarily relate to contracts where we received payments but have not yet satisfied the related performance obligations. The advance consideration received from customers for research and development services or licenses bundled with other promises is a contract liability until the underlying performance obligations are transferred to the customer.

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


Nine months ended September 30, 2025	Balance at beginning of period		Additions		Deductions			Balance at end of period
Contract liabilities:
Deferred revenue	$	1,174	$	45	$	(31	)	$	1,188

During the nine months ended September 30, 2025, we did not recognize any revenue from amounts included in the contract asset or the contract liability balances from performance obligations satisfied in previous periods. None of the costs to obtain or fulfill a contract were capitalized.

Note L – Share-based Compensation Plans

In June 2025, our stockholders approved an amendment to our Amended and Restated 2019 Equity Incentive Plan (the "2019 EIP") that increased the maximum number of shares of our common stock available for issuance under our 2019 EIP by 7.0 million shares.

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

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


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2024		5,242,916		$	28.76
Granted		598,432			3.22
Exercised		—			—
Forfeited		(220,891	)		12.34
Expired		(478,522	)		42.76
Outstanding at September 30, 2025		5,141,935		$	25.26		7.63	$	2,426,379
Vested or expected to vest at September 30, 2025		5,141,935		$	25.26		7.63	$	2,426,379
Exercisable at September 30, 2025		2,670,148		$	43.70		6.34	$	211,341

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

During the nine months ended September 30, 2025, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date other than certain awards dated June 18, 2025. In May 2025, our Board of Directors approved certain awards subject to forfeiture in the event stockholder approval was not obtained for an amendment to our 2019 EIP. This approval was obtained in June 2025. Accordingly, these awards have a grant date of June 2025, with an exercise price as of the date the Board of Director's approved the awards in May 2025.

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

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.

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


	Non-vested Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2024		42,222		$	17.30
Granted		1,604,656			4.30
Vested		(1,545,018	)		4.38
Forfeited		(10,635	)		21.68
Outstanding at September 30, 2025		91,225		$	7.00

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

During the nine months ended September 30, 2025, 48,171 shares were issued under the 2019 Employee Stock Purchase Plan and 75,167 shares were issued as a result of the vesting of non-vested stock. Additionally, 1,352,929 shares were issued as payment for certain employee bonuses, with 466,175 of those shares being withheld to cover taxes, resulting in a net share issuance of 886,754.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Research and development	$	771	$	4,649	$	2,374	$	10,685
General and administrative		2,037		4,631		7,208		12,081
Total share-based compensation expense	$	2,808	$	9,280	$	9,582	$	22,766

Note M – Restricted Cash

As of September 30, 2025, and December 31, 2024, we maintained non-current restricted cash of $1.7 million and $3.6 million, respectively. This amount is included within “Other long-term assets” in our condensed consolidated balance sheets and is comprised of deposits under letters of credit required under our facility leases.

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


	Nine Months Ended September 30, 2025				Nine Months Ended September 30, 2024
	Beginning of Period		End of Period		Beginning of Period		End of Period
Cash and cash equivalents	$	40,437	$	3,458	$	76,110	$	44,784
Restricted cash		3,634		1,712		3,669		3,634
Cash, cash equivalents and restricted cash	$	44,071	$	5,170	$	79,779	$	48,418

Note N – Equity

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

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

Note O – Non-controlling Interest

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


	September 30, 2025			December 31, 2024
MiNK Therapeutics, Inc.		0	%		45	%
SaponiQx, Inc.		30	%		30	%

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


	September 30, 2025			December 31, 2024
Beginning balance	$	19,956		$	11,949

Net loss attributable to non-controlling interest		(3,164	)		(5,059	)

Other items:
Deconsolidation of a subsidiary		(25,037	)		—
Sale of subsidiary shares in private placement		—			10,234
Issuance of subsidiary shares for employee stock purchase plan and exercise of options		1			20
Subsidiary share-based compensation		1,513			2,812
Total other items		(23,523	)		13,066

Ending balance	$	(6,731	)	$	19,956

Deconsolidation of a subsidiary

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

Sale of subsidiary shares in private placement

In May 2024, MiNK entered into a Stock Purchase Agreement with a certain investor (the “Purchaser”), pursuant to which MiNK issued and sold an aggregate of 464,000 shares of its Common Stock (the “MiNK Common Shares”), at a purchase price of $12.50 per share. The aggregate purchase price paid by the Purchaser for the MiNK Common Shares was approximately $5.8 million, net of offering expenses.

Note P – Related Party Transactions

In September 2021, we entered into an Intellectual Property Assignment and License Agreement with MiNK (the “Assignment and License Agreement”). Pursuant to the Assignment and License Agreement, we assigned to MiNK certain patent rights and know-how related to its iNKT cell platform, product candidates and other patents and know-how related to its business. In addition to the patent rights assigned to MiNK by us, MiNK also received an exclusive, royalty-free, sublicensable license to research, develop, manufacture and commercialize certain licensed technology in the field. The Assignment and License Agreement further provides for MiNK to grant us a field-limited, non-exclusive, royalty-free license under the assigned patent rights, subject to MiNK’s discretion and provided such access would not reasonably result in a disruption of planned MiNK activities. We have also agreed to provide MiNK with our biological material upon written request in order for MiNK to use such material in its development activities of a combination therapy. We may withhold the transfer of biological material, including, but not limited to, checkpoint modulating antibodies, for various reasons, including if such transfer would reasonably result in a disruption of our planned activities. For any materials we do share with MiNK, the parties have agreed to enter into a separate agreement governing the transfer and providing for joint ownership of the data. We have agreed that during the full term of the Assignment and License Agreement, and for three years thereafter, we will not develop, manufacture or commercialize an iNKT cell therapy, directly or indirectly by transferring such technology. MiNK may terminate the Assignment and License Agreement without cause upon 90 days’ prior written notice to us. Either party may terminate if there has been a material breach which has not been cured within 90 days (or 45 days for breach of payment obligations) of receiving such notice.

Effective April 1, 2022, we entered into an Amended and Restated Intercompany Services Agreement (the “New Intercompany Agreement”) with MiNK, which amended and restated the Intercompany General & Administrative Agreement between us and MiNK dated September 10, 2021 (the “Prior Intercompany Agreement”). Under the New Intercompany Agreement, we provide MiNK with certain general and administrative support, including, without limitation, financial, facilities management, human resources and information technology administrative support (the “Agenus Services”), and we and MiNK provide each other with certain research and development services (the “R&D Services”) and other support services, including legal and regulatory support (the “Shared Services”). MiNK is required to pay 10% of our costs related to the Agenus Services, and the costs of R&D Services are based upon pass-through costs related to such services plus an allocation of the costs of the employees performing the services. No payment will be due from either party for the Shared Services, provided that the services provided by each party are proportional in scope and volume. MiNK is also entitled to use our business offices and laboratory space and equipment in exchange for MiNK contributing a proportionate payment for the use of such facilities and equipment, and MiNK will be covered by certain of our insurance policies, subject to certain conditions, including MiNK paying the cost of such coverage.

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

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

Allocation of Agenus services, net of approximately $220,000 for the three months ended September 30, 2025 are included as a contra-expense in “Operating expenses” in our Condensed Consolidated Statement of Operations and “Due from related parties,” of $15.0 million as of September 30, 2025, in our Condensed Consolidated Balance Sheets. We have agreed to not require repayment of this balance for the foreseeable future.

On February 12, 2024, we entered into a Convertible Promissory Note Purchase Agreement (the "Purchase Agreement") with MiNK pursuant to which MiNK issued us a convertible promissory note in the principal amount of up to $5.0 million (the "Note"). The Purchase Agreement sets forth the terms and conditions, including representations and warranties, for MiNK's issuance and sale of the Note to us.

The Note carries an annual rate of interest rate of 2% (the “Interest Rate”) that accrues from the date funds are paid or advanced by us to MiNK. Interest shall accrue and not be payable until converted or paid in connection with the repayment in full of the principal amount of the Note. The Note provides that MiNK will pay us, on request, the principal amount outstanding, together with any unpaid interest, on or after January 1, 2026. In the event of a qualified financing event, as defined in the Note, the outstanding principal amount of the Note plus accrued and unpaid interest shall, at our election, either be paid in full or converted into equity shares equal to the quotient obtained by dividing (i) the amount due on the date of conversion by (ii) 80% of the per share price of the equity securities sold in the qualified financing. Upon a change of control, MiNK will pay Agenus an amount equal to (i) 1.5 times the principal then outstanding under the Note and (ii) the amount of accrued interest then outstanding immediately prior to the closing of such change of control.

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

In June 2024, Dr. Jennifer Buell, CEO of MiNK, 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, 2025, we expensed Wolf Greenfield fees totaling approximately $4,000 and $167,000, respectively, and for the three and nine months ended September 30, 2024, we expensed Wolf Greenfield fees totaling approximately $48,000 and $147,000, respectively. 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 Q – Segment Information

We are managed and currently operate as three segments. However, we have concluded that our operating segments meet the criteria required by Accounting Standards Codification (“ASC”) 280 to be aggregated into one reportable segment. Our operating segments have similar economic characteristics and are similar with respect to the five qualitative characteristics specified in ASC 280. Accordingly, we have one reportable segment. Our one reportable segment is focused on the discovery, development and manufacturing of a comprehensive pipeline of immunological agents designed to expand patient populations benefiting from cancer immunotherapy.

Our Chief Executive Officer serves as our Chief Operating Decision Maker (“CODM”) and is responsible for reviewing company performance and making decisions regarding resource allocation. Our CODM evaluates company performance based on net loss, as included in the Consolidated Statements of Operations and Comprehensive Loss, ensuring resource allocation decisions support company goals.

The measure of segment assets is total assets, as included in the Condensed Consolidated Balance Sheets. Refer to the condensed consolidated financial statements for other financial information regarding our single reportable segment.

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenues	$	30,235		$	25,112		$	79,992		$	76,626

Operating expenses:
External expenses		(20,022	)		(34,577	)		(61,762	)		(103,348	)
Payroll related expenses		(9,294	)		(15,283	)		(32,723	)		(47,553	)
Other operating expenses		(5,464	)		(6,756	)		(20,074	)		(20,304	)
Operating loss		(4,545	)		(31,504	)		(34,567	)		(94,579	)

Other income (expense):
Interest expense		(13,244	)		(36,748	)		(39,569	)		(99,306	)
Interest income		74			1,019			315			2,366
Other income		81,626			19			81,350			6,054
Net income (loss)	$	63,911		$	(67,214	)	$	7,529		$	(185,465	)

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

Note R – Assets Held for Sale

On June 3, 2025, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Zydus, a wholly owned subsidiary of Zydus Lifesciences Limited, for the sale to Zydus of substantially all of the assets comprising our manufacturing operations, including both owned and leased assets (the “Purchased Assets”).

As consideration for the sale of the Purchased Assets, Zydus will pay us $75.0 million at closing (less costs related to closing). The Purchase Agreement also includes contingent payments of up to an additional $50.0 million that may be earned based on usage by Agenus of Zydus’ manufacturing business during the 36-month period following the closing.

We also entered into a license agreement with Zydus (the “License Agreement”) under which, upon closing of the Purchase Agreement, Zydus will receive an exclusive license to develop, manufacture and commercialize botensilimab and balstilimab in India and Sri Lanka (the “Territory”) in exchange for a royalty on net sales at a rate of 5%, as may be adjusted by the occurrence of certain contingencies, for a period ending at the later of the expiration of our patent rights in a given country in the Territory or 10 years following first commercial sale in such country.

Additionally, in connection with the Purchase Agreement, we and Zynext Ventures USA LLC (“Zynext”), an indirect wholly-owned subsidiary of Zydus Lifesciences Limited, entered into a Securities Purchase Agreement (the “SPA” and together with the License Agreement and Purchase Agreement the “Zydus Agreements”), pursuant to which Zynext agreed to purchase 2,133,333 shares of our common stock for an aggregate purchase price of approximately $16.0 million, or $7.50 per share.

The Purchase Agreement contains customary representations, warranties and agreements by us and Zydus, indemnification obligations of the parties and certain other obligations of the parties. Closing of the transaction is subject to customary conditions, including receipt of all required government approvals, as well as the entry into a contract manufacturing agreement (under which we will use Zydus for agreed manufacturing needs), and the consummation of the transactions contemplated by the SPA and the License Agreement. We anticipate the Zydus Agreements will close in the first quarter of 2026.

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

The Company determined that the Purchased Assets met the held for sale criteria at September 30, 2025, but did not meet the criteria to be deemed a business nor the criteria to be classified as a discontinued operation. As a result, the related assets and liabilities were included in the separate held-for-sale line items of the asset and liability sections of our Condensed Consolidated Balance Sheets.

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

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


	September 30, 2025
Assets:
Property, plant and equipment, net of accumulated depreciation of $29,952	$	93,288
Operating lease right-of-use assets		18,124
Finance lease right-of-use assets		10,737
Total assets held for sale	$	122,149

Liabilities:
Current portion, finance lease liabilities	$	10,842
Current portion, operating lease liabilities		1,326
Operating lease liabilities, net of current portion		42,398
Total liabilities held for sale	$	54,566

Note S – Contingencies

In September 2024, a putative securities class action lawsuit captioned In re Agenus Inc. Securities Litigation, No. 1:24-cv-12299, was filed in the U.S. District Court for the District of Massachusetts (the “Court”) against the Company and certain of its executives and directors. The Court appointed a lead plaintiff pursuant to the Private Securities Litigation Reform Act, and the lead plaintiff filed an amended complaint on February 7, 2025. The amended complaint alleges that Agenus, three of its current officers, and one member of its advisory board violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact related to the efficacy and commercial prospects of botensilimab and balstilimab. The lead plaintiff seeks to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023, and July 17, 2024, and seeks damages and interest, and an award of costs, including attorneys’ fees. On April 8, 2025, the Company moved to dismiss the securities class action. On June 6, 2025 plaintiff filed an opposition to the motion to dismiss, and on July 7, 2025, the Company filed its reply brief. As of the date of this filing, the Company’s motion to dismiss is pending before the court. We are unable to estimate a range of loss, if any, that could result were there to be an adverse decision in this action.

The Company has been served with four derivative actions filed in the Court between November 2024 and January 2025 by purported stockholders. The actions name certain of the Company’s executives and directors and allege that the defendants made false or misleading statements and omissions of material fact related to the efficacy and commercial prospects of botensilimab and balstilimab. On May 2, 2025, the Court consolidated the four actions in Case No. 1:24-cv-12823 and stayed all deadlines pending future developments in the securities class action. We are unable to estimate a range of loss, if any, that could result were there to be an adverse decision in this action.

In September 2024, we received a subpoena from the Boston Regional Office of the U.S. Securities and Exchange Commission seeking records relating to certain of our product candidates, correspondence with the FDA, public disclosure, and other matters. We have produced records pursuant to the subpoena. We are unable to estimate a range of loss, if any, that could result were there to be an adverse decision in this action.

Note T – Recent Accounting Pronouncements

Recently Issued, Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires incremental annual disclosures around income tax rate reconciliations, income taxes paid and other related disclosures. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and is applicable for disclosures in our Annual Report on Form 10-K beginning with the year ending December 31, 2025. We are currently evaluating the impact that ASU 2023-09 will have on the notes to our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). This new guidance requires all public entities to incorporate disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. Public entities must adopt ASU 2024-03 prospectively for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption and retrospective application are permitted.

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

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

Note U – Subsequent Events

At the Market Offerings

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

Zydus Promissory Note Agreement

On October 8, 2025, we entered into the Zydus Note with Zydus, for up to $10.0 million (the “Principal Amount”). The Zydus Note bears interest at 3.81% per annum and matures upon the closing of the Purchase Agreement and SPA (together, the “APA/SPA”), or, if such closings will not occur, within 10 days after notification that the APA/SPA closings will not be consummated. The Zydus Note contains terms and conditions, including representations and warranties, governing its issuance.

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

As collateral for the Zydus Note, we pledged 822,910 shares of common stock of MiNK that are owned by Agenus. We also executed a control agreement related to these shares, which control agreement provides certain rights to Zydus in the event that there is an event of default under the Zydus Note. Upon satisfaction of the obligations under the Zydus Note (including repayment or forgiveness in connection with an APA/SPA closing), the pledge is expected to be released in accordance with the Zydus Note and related agreements.

UroGen License Agreement

In November 2019, we entered into a license agreement with UroGen, granting them an exclusive, worldwide license (not including Argentina, Brazil, Chile, Colombia, Peru, Venezuela and their respective territories and possessions) to develop, manufacture, and commercialize zalifrelimab for the treatment of cancers of the urinary tract via intravesical delivery. We received an upfront payment of $10.0 million. In November 2025 Urogen notified us they were terminating the license agreement in accordance with the terms of the agreement.

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, 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.

Overview

We are a clinical-stage biotechnology company specializing in discovering and developing therapies to activate the body's immune system against cancer and infections. Our pipeline includes immune-modulatory antibodies, vaccine adjuvants (via SaponiQx, Inc. ("SaponiQx")), and adoptive cell therapies (via our investment in MiNK Therapeutics, Inc. ("MiNK")). Our primary focus is immuno-oncology (“I-O”), and our diverse pipeline is supported by our in-house capabilities, including current good manufacturing practice (“cGMP”) manufacturing and a clinical operations platform. To succeed in I-O, innovation and speed are paramount. We are a vertically integrated biotechnology company equipped with a suite of technology platforms to advance from novel target identification through manufacturing for clinical trials of antibodies and cell therapies. By understanding each patient's cancer, we aim to substantially expand the population benefiting from current I-O therapies. In addition to a diverse pipeline, we have assembled fully integrated end-to-end capabilities including novel target discovery, antibody generation, cell line development and cGMP manufacturing. Leveraging our science and capabilities, we have established strategic partnerships to advance innovation. We believe the next generation of cancer treatment will build on clinically validated antibodies targeting cytotoxic T-lymphocyte antigen 4 (“CTLA-4”) and a programmed death receptor-1 (“PD-1”) combined with novel immunomodulatory agents designed to address underlying tumor escape mechanisms.

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

•

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

•

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 lead program, BOT is progressing through multiple clinical programs as a monotherapy and in combination with BAL. In April 2023, BOT in combination with BAL received Fast Track designation from the U.S. Food and Drug Administration (“FDA”) for the treatment of patients with non-microsatellite instability-high (“MSI-H”) and/or deficient mismatch repair (“dMMR”) metastatic colorectal cancer without active liver involvement. This designation specifically targets patients who are heavily pretreated and have shown resistance or intolerance to standard chemotherapies, including fluoropyrimidine, oxaliplatin, and irinotecan, as well as those who have received a VEGF inhibitor, an EGFR inhibitor, and/or a BRAF inhibitor, if indicated. Based on the BOT/BAL clinical data generated to date, we have developed designs for registration-enabling trials in Microsatellite Stable colorectal cancer across neoadjuvant, first-line, and late-line metastatic colorectal cancer. These trial(s) will launch upon completion of strategic transactions. The options being considered are partnerships, licensing, or joint ventures.

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 Sharp & 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 had exclusively licensed to Incyte monospecific antibodies targeting GITR, OX40, TIM-3 and LAG-3, as well as an additional undisclosed target. Under the terms of our agreement, Incyte was responsible for all future development expenses, and we were 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. In July 2024, Incyte announced that it would discontinue further development of the LAG-3 program and TIM-3 program and in February 2025, Incyte notified us of their intent to terminate the entire Collaboration Agreement, effective February 2026. Upon termination, the rights to the remaining programs will revert back to us.

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 was formally terminated in October 2021. In August 2024, Gilead elected not to exercise the option to license AGEN2373 and the option and license agreement was formally terminated.

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 $25.0 million milestone.

We received this milestone in January 2024. On July 30, 2024, we received notice from BMS that it was voluntarily terminating the BMS License Agreement, effective as of January 26, 2025. Upon termination, BMS returned AGEN1777 to us.

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 current status of our collaboration agreements, we remain eligible to receive up to approximately $49.4 million in potential development, regulatory, and commercial milestones from Merck.

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 certain of its affiliates (together, “HCR”), pursuant to which HCR purchased 100% of 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. We were also entitled to receive up to $40.35 million in milestone payments from HCR based on sales of GSK’s vaccines as follows: (i) $15.1 million upon reaching $2.0 billion last-twelve-months net sales any time prior to 2024 (the “First HCR Milestone”) and (ii) $25.25 million upon reaching $2.75 billion last-twelve-months net sales any time 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. The Second HCR Milestone was received in 2022 after GSK’s net sales of Shingrix for the twelve months ended June 30, 2022 exceeded $2.75 billion.

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.

Our common stock is currently listed on The Nasdaq Capital Market under the symbol “AGEN.”

Historical Results of Operations

Three months ended September 30, 2025 compared to the three months ended September 30, 2024

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 H 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 $4.5 million, to approximately $29.1 million for the three months ended September 30, 2025, from $24.7 million for the three months ended September 30, 2024, due to increased net sales of GSK’s vaccines containing our STIMULON QS-21 adjuvant.

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 43% to $23.6 million for the three months ended September 30, 2025 from $41.1 million for the three months ended September 30, 2024. Decreased expenses in the three months ended September 30, 2025 primarily relate to a $11.1 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 $3.4 million decrease in personnel related expenses, mainly due to a decrease in headcount, a $0.5 million decrease in other research and development expenses, and a $2.4 million decrease in expenses attributable to the activities of our subsidiaries, which decrease is partially attributable to the deconsolidation of MiNK.

General and administrative expense

General and administrative expense consists primarily of personnel costs, facility expenses, and professional fees. General and administrative expenses decreased 37% to $10.9 million for the three months ended September 30, 2025 from $17.3 million for the three months ended September 30, 2024. Decreased expenses in the three months ended September 30, 2025 primarily relate to a $2.5 million decrease in personnel related expenses, mainly due to a decrease in headcount, a $0.5 million decrease in professional fees, a $1.0 million decrease other general and administrative expenses and a $2.5 million decrease in expenses attributable to the activities of our subsidiaries, which decrease is partially attributable to the deconsolidation of MiNK.

Non-operating income (expense)

Non-operating expense increased to approximately $19.3 million for the three months ended September 30, 2025 from income of $19,000 for the three months ended September 30, 2024, primarily due to the $20.3 million MiNK investment fair value adjustment, partially offset by the recognition of R&D tax credits in the UK in the three months ended September 30, 2025, compared to de minimis activity in the three months ended September 30, 2024.

Interest expense, net

Interest expense, net decreased to approximately $13.2 million for the three months ended September 30, 2025 from $35.7 million for the three months ended September 30, 2024, mainly due to decreased non-cash interest recorded in connection with our Royalty Purchase Agreement with HCR, primarily attributable to decreased sales forecasts of GSK’s vaccines containing our STIMULON QS-21 adjuvant, partially offset by an increase of the non-cash interest expense recorded in connection with our Ligand Purchase Agreement.

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

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 H 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 $2.5 million, to approximately $77.5 million for the nine months ended September 30, 2025, from $75.0 million for the nine months ended September 30, 2024, due to increased net sales of GSK’s vaccines containing our STIMULON QS-21 adjuvant.

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 41% to $71.8 million for the nine months ended September 30, 2025 from $121.8 million for the nine months ended September 30, 2024. Decreased expenses in the nine months ended September 30, 2025 primarily relate to a $34.0 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 $9.5 million decrease in personnel related expenses, mainly due to a decrease in headcount, a $0.8 million decrease in other research and development expenses, and a $5.7 million decrease in expenses attributable to the activities of our subsidiaries, which decrease is partially attributable to the deconsolidation of MiNK.

General and administrative expense

General and administrative expense consists primarily of personnel costs, facility expenses, and professional fees. General and administrative expenses decreased 17% to $42.1 million for the nine months ended September 30, 2025 from $50.9 million for the nine months ended September 30, 2024. Decreased expenses in the nine months ended September 30, 2025 primarily relate to a $5.7 million decrease in personnel related expenses, mainly due to a decrease in headcount, a $1.3 million decrease in other general and administrative expenses, and a $2.4 million decrease in expenses attributable to the activities of our subsidiaries, which decrease is partially attributable to the deconsolidation of MiNK.

These decreases were partially offset by a $0.6 million increase in professional fees.

Non-operating income (expense)

Non-operating expense increased to approximately $19.6 million for the nine months ended September 30, 2025 from income of $6.1 million for the nine months ended September 30, 2024, primarily due to the $20.3 million MiNK investment fair value adjustment, partially offset by the recognition of R&D tax credits in the UK in the nine months ended September 30, 2025, compared to the recognition of a $5.5 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.

Interest expense, net

Interest expense, net decreased to approximately $39.3 million for the nine months ended September 30, 2025 from $96.9 million for the nine months ended September 30, 2024, mainly due to decreased non-cash interest recorded in connection with our Royalty Purchase Agreement with HCR, primarily attributable to decreased sales forecasts of GSK’s vaccines containing our STIMULON QS-21 adjuvant, partially offset by an increase of the non-cash interest expense recorded in connection with our Ligand Purchase Agreement.

Research and Development Programs

For the nine months ended September 30, 2025, 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	2025		2024		2023		2022
Antibody programs	Various	$	51,514	$	113,135	$	178,445	$	133,108
Vaccine adjuvant	STIMULON cpcQS-21		1,513		1,844		10,296		10,789
Cell therapies	Various		3,282		7,558		16,283		24,300
Other research and development programs	Various		15,518		32,991		29,545		18,494
Total research and development expenses		$	71,827	$	155,528	$	234,569	$	186,691

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.

Liquidity and Capital Resources

We have incurred annual operating losses since inception, and we had an accumulated deficit of $2.2 billion as of September 30, 2025. 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, 2025, we have raised aggregate net proceeds of approximately $2.04 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 7.6 million and 1.1 million shares of our common stock pursuant to the Sales Agreement during the nine months ended September 30, 2025 and the period of October 1, 2025 through November 7, 2025, respectively, and received aggregate net proceeds totaling $32.0 million. As of November 7, 2025, approximately 9.4 million shares remained available for sale under the Sales Agreement.

Our cash and cash equivalents at September 30, 2025 were $3.5 million. Subsequent to quarter end, we entered into a $10.0 million Promissory Note Agreement with Zydus Pharmaceuticals (USA) Inc. and received $4.5 million from sales of our common stock in at the market offerings. In addition, we anticipate receiving $91.0 million from our agreements with Zydus Lifesciences Ltd and its affiliates, during the first quarter of 2026.

As of September 30, 2025, we had debt outstanding of $35.6 million in principal, $10.5 million is due June 2026, and $24.75 million is due November 2026.

Based on our current plans and projections, we believe that our cash resources of $3.5 million at September 30, 2025, along with the post-quarter cash infusions noted above, anticipated revenues under our reimbursed compassionate access in France, and projected additional cash inflows from funding we expect to receive in 2026, will be sufficient to satisfy our critical liquidity requirements through 2026. To support operations on an ongoing basis we require additional funding. Since our founding we have financed our operations principally through income and revenues generated from corporate partnerships, advance royalty sales, and proceeds from debt and equity issuances. 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.

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 $660.7 million over the term of the related activities. Through September 30, 2025, we have expensed $624.3 million as research and development expenses and $571.2 million has been 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, 2025 and 2024 was $60.6 million and $129.7 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 2024 Form 10-K.

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 5.2% and 2.1% of our cash used in operations for the nine months ended September 30, 2025 and the year ended December 31, 2024, 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, in large part due to our subsidiary, Agenus UK Limited, a company with operations in England.

We had cash and cash equivalents at September 30, 2025 of $3.5 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, 2025.

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, 2024.

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.

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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In September 2024, a putative securities class action lawsuit captioned In re Agenus Inc. Securities Litigation, No. 1:24-cv-12299, was filed in the U.S. District Court for the District of Massachusetts (the “Court”) against the Company and certain of its executives and directors. The Court appointed a lead plaintiff pursuant to the Private Securities Litigation Reform Act, and the lead plaintiff filed an amended complaint on February 7, 2025. The amended complaint alleges that Agenus, three of its current officers, and one member of its advisory board violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact related to the efficacy and commercial prospects of botensilimab and balstilimab. The lead plaintiff seeks to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023, and July 17, 2024, and seeks damages and interest, and an award of costs, including attorneys’ fees. On April 8, 2025, the Company moved to dismiss the securities class action. On June 6, 2025 plaintiff filed an opposition to the motion to dismiss, and on July 7, 2025, the Company filed its reply brief. As of the date of this filing, the Company’s motion to dismiss is pending before the court. We have not recorded any accrual for a contingent liability associated with these legal proceedings.

The Company has been served with four derivative actions filed in the Court between November 2024 and January 2025 by purported stockholders. The actions name certain of the Company’s executives and directors and allege that defendants made false or misleading statements and omissions of material fact related to the efficacy and commercial prospects of botensilimab and balstilimab. Plaintiffs seek an award of damages and an order directing the Company to reform and improve its corporate governance and internal procedures. On May 2, 2025, the Court consolidated the four actions in Case No. 1:24-cv-12823 and stayed all deadlines pending future developments in the securities class action.

In September 2024, the Company received a subpoena from the Boston Regional Office of the U.S. Securities and Exchange Commission (the “SEC”) 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. At this time, the Company cannot predict the outcome of the SEC’s investigation.

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, 2024. There have been no material changes to the risk factors described in Part I, Item 1A "Risk Factors" of our 2024 Form 10-K.

Item 5. Other Information

Trading Plans of Our Directors and Officers

During the quarter ended September 30, 2025, none of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each item is defined in Item 408 of Regulation S-K.

Departure of Principal Accounting Officer

Christine M. Klaskin, VP, Finance, Principal Financial Officer, Principal Accounting Officer of the Company, has informed the Company that after nearly 30 years with the Company she will be retiring effective December 31, 2025. Ms. Klaskin will continue as a consultant to the Company.

Item 6. Exhibits


Exhibit No.		Description

10.1*		Promissory Note Agreement by and between and Agenus Inc. and Zydus Pharmaceuticals (USA) Inc., dated October 8,2025. Filed herewith.

10.2		Convertible Promissory Note Purchase Agreement by and between MiNK Therapeutics Inc. and Agenus Inc., dated February 12, 2024. Filed herewith.

10.3		Form of Convertible Promissory Note by and between MiNK Therapeutics Inc. and Agenus Inc., dated February 12, 2024. Filed herewith.

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)

		* Certain portions of this exhibit (indicated by “[***]”) have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) as the Company determined the omitted information (i) is not material and (ii) is the type that the Company customarily and actually treats as private or confidential.

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 10, 2025	AGENUS INC.

		/s/ CHRISTINE M. KLASKIN
		Christine M. Klaskin VP, Finance, Principal Financial Officer, Principal Accounting Officer

EX-10.1 2 agen-ex10_1.htm EX-10.1 EX-10.1

EXHIBIT 10.1

PROMISSORY NOTE

Certain portions of this exhibit (indicated by “[***]”) have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) as the Company determined the omitted information (i) is not material and (ii) is the type that the Company customarily and actually treats as private or confidential.

$10,000,000

[Effective Date: OCTOBER 8, 2025]

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Agenus Inc. (the “Maker”), with a mailing address of 3 Forbes Road, Lexington, MA 02421, herby promises to pay to Zydus Pharmaceuticals (USA) Inc. (the “Payee” and together with the Maker, the “Parties”), at such address and in such amounts as may be designated in writing by the holder of this Note, the aggregate principal of all amounts the Payee has disbursed to the Maker pursuant to Section 1(b), Section 1(c), and Section 1(d), together with all accrued interest thereon as provided in this promissory note (this “Note”).

Loan Disbursement.

(a)

Loan. Subject to Section 1(b) through Section 1(d), the Payee shall make available to the Maker one or more advances in an aggregate amount not to exceed Ten Million Dollars and Zero Cents ($10,000,000.00) (the “Principal Amount”).

(b)

Initial Advance. Within five (5) business days following the Effective Date, the Payee shall pay to the Maker, in immediately available funds pursuant to instructions provided by the Maker to the Payee in writing, an aggregate amount of Five Million Three Hundred Thousand Three Hundred Thirty Three Dollars and Thirty Four Cents ($5,333,333.34). The Maker and Payee each agree that $3,000,000 of the proceeds of this initial advance will be used to make immediate payments to Varilease Financing Inc (“VFI”) to satisfy, in part, the indebtedness owed by the Maker to VFI, secured by the assets described in Delaware UCC Original Filing No. 20215396347 (VFI ABS 2023-1, LLC as “Secured Party”) and Delaware UCC Original Filing No. 20220738771 (VFI KR SPE I LLC as “Secured Party”). The remainder of the initial advance (the “October Advance”) will be used to pay for operating expenses of the Emeryville and Berkeley facilities (“Operating Expenses”) for the month of October 2025.

(c)

November Advance. Provided that (i) no Default has occurred and is continuing, and (ii) the Closing (as defined in that certain purchase agreement, dated June 3, 2025, between the Maker and the Payee, as amended and as assigned to the Payee’s affiliate, Zylidac Bio LLC (the “APA”)) has not occurred, the Payee shall pay to the Maker, within five (5) business days of November 1, in immediately available funds pursuant to instructions provided by the Maker to the Payee in writing, an amount equal to Two Million Three Hundred Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($2,333,333.33) (the “November Advance”).

DOCPROPERTY "CUS_DocIDChunk0" 115796\000001\4917-3016-4590v11

The November Advance which will be used to pay for Operating Expenses for the month of November 2025.

(d)

December Advance. Provided that (i) no Default has occurred and is continuing, and (ii) the Closing (as defined in the APA) has not occurred, the Payee shall pay to the Maker, within five (5) business days of December 1, in immediately available funds pursuant to instructions provided by the Maker to the Payee in writing, an amount equal to Two Million Three Hundred Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($2,333,333.33) (the “December Advance” and together with the October Advance and the November Advance, the “Operating Advances”). The December Advance will be used to pay for Operating Expenses for the month of December 2025.

Adjustments to the Principal Balance.

(a)

Adjustments to the Principal Balance if Closing Occurs in 2025. If the Closing (as defined in APA) is consummated during the fourth quarter of calendar year 2025, the Principal Amount shall be reduced on a dollar-for-dollar basis in an amount equal to that portion of the Operating Advances that have been used by Agenus as of Closing to pay Operating Expenses, and any portion that has not been used to pay the Operating Expenses as of Closing (the “Unused Portion”) will remain as part of the Principal Amount. For example, if the Closing occurs on November 15, 2025 and as of such date all ($2,333,333.33) of the October Advance has been utilized and one-half ($1,166,666.66) of the November Advance has been utilized, then (i) the aggregate utilized amount ($3,500,000) shall serve to reduce the Principal Amount and (ii) the Unused Portion ($1,666,666.66) shall remain as part of the Principal Amount.

(b)

Adjustments to the Principal Balance if Closing Occurs in 2026. If the Closing (as defined in the APA) is consummated after the end of the fourth quarter of calendar year 2025, the Principal Amount shall be reduced by $7,000,000 (i.e., the aggregate amount of the Operating Advances) to $3,000,000.

(c)

Adjustments if Closing Does Not Occur. If the Closing does not occur and the APA is terminated in accordance with its terms, there shall be no reduction in the Principal Amount; provided that if the APA is terminated prior to the Payee paying one or both of the Operating Advances described in Section 1(c) and Section 1(d), the Principal Amount shall be reduced to reflect the amount actually paid by the Payee to the Maker hereunder.

Payment Mechanics.

(a)

Maturity Date. This Note shall be paid in full (i) upon Closing, or (ii) within 10 days following receipt by Maker of notification that Closing is not going to be consummated (the “Maturity Date”).

(b)

Prepayments. This Note may be prepaid, in whole or in part, without premium or penalty, at the election of Maker at any time.

(c)

Application of Payments. All payments made under this Note shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest, and third to the payment of the principal amount outstanding under the Note.

Interest Rate.

(a)

Interest Rate. Except as otherwise provided herein, the Principal Amount shall bear interest at the rate of 3.81% per annum, from the Effective Date until this Note is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise.

(b)

Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at a rate of six percent (6%) per annum from the date of such non-payment until such amount is paid in full.

(c)

Computation of Interest. All computations of interest shall be made on the basis of 365 or 366 days, as the case may be, and the actual number of days elapsed. Interest shall accrue on this Note on the day hereof, and shall not accrue on the Note for the day on which it is paid.

Representations and Warranties. The Maker hereby represents and warrants to the Payee on the Effective Date as follows:

(a)

Existence; Power and Authority; Compliance with Laws. The Maker (a) is a corporation duly incorporated, validly existing, and in good standing under the laws of Delaware, (b) has the requisite power and authority, and the legal right, to own, lease, and operate its properties and assets and to conduct its business as it is now being conducted, to execute and deliver this Note and all other documents contemplated hereby and to perform its obligations hereunder and thereunder, and (c) is in compliance with all laws.

(b)

Authorization; Execution and Delivery. The execution and delivery of this Note and the other documents contemplated hereunder by the Maker and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed and delivered this Note and all documents contemplated hereunder.

(c)

No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any governmental authority or any other individual or entity is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note or the other documents contemplated hereby.

(d)

No Violations. The execution and delivery of this Note and the documents contemplated hereby and the consummation by the Maker of the transactions contemplated hereby and thereby do not and will not (a) violate any law applicable to the Maker or by which any of its properties or assets may be bound; (b) constitute a default under any material agreement or contract by which the Maker may be bound; or (c) accelerate any obligations of the Maker under any financing documents.

(e)

Enforceability. This Note is a valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(f)

No Litigation. No action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or governmental authority is pending or, to the knowledge of the Maker, threatened by or against the Maker or any of its property or assets (a) with respect to the Note, the other documents contemplated hereby, or any of the transactions contemplated hereby or thereby or (b) that would be expected to materially adversely affect the Maker’s ability of the Maker to perform its obligations under the Note and the other documents contemplated hereby.

(g)

Estimated Operating Expenses. The 4Q Pro Forma Expense Summary attached as Exhibit A was compiled by the Maker in good faith and fairly represents the Operating Expenses for the fourth quarter of calendar year 2025.

Events of Default. The occurrence and continuance of any of the following shall constitute an “Event of Default” hereunder:

(a)

Failure to Pay. The Maker fails to pay (a) any principal amount of the Note when due or (b) interest or any other amount when due and such failure continues for five (5) days after written notice to the Maker.

(b)

Breach of Representations and Warranties. Any representation or warranty made by the Maker to the Payee herein is incorrect in any material respect on the date as of which such representation or warranty was made.

(c)

Breach of Covenants. The Maker fails to observe or perform any covenant, condition, or agreement contained in this Note and such failure continues for five (5) days after written notice to the Maker.

(d)

Cross-Defaults. The Maker fails to pay when due any of its debt (other than debt arising under this Note and the debt owed to VFI), or any interest or premium thereon, when due and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such debt.

(e)

Bankruptcy.

(i)

The Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(ii)

There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 6(e)(i) which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, or unbonded for a period of thirty (30) days;

(iii)

There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from the entry thereof;

(iv)

The Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 6(e)(i), Section 6(e)(ii), or Section 6(e)(iii) above; or

(f)

Judgments. One or more judgments or decrees shall be entered against the Maker and all of such judgments or decrees shall not have been vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from the entry thereof.

Remedies. Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Payee may, at its option, by written notice to the Maker (a) terminate its commitment to make any Operating Advances hereunder; (b) declare the entire principal amount of the Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable; and/or (c) exercise any or all of its rights, powers or remedies with respect to the collateral described herein; provided, however, that if an Event of Default shall occur under (x) Section 6(d) and/or Section 6(f) and no other subsections of Section 6, Payee only has the rights specified under subsection (a) above, or (y) Section 6(e), the principal of and accrued interest on the Note shall become immediately due and payable without any notice, declaration, or other act on the part of the Payee.

Payee’s rights, remedies and powers, as provided in this Note are cumulative and concurrent, and may be pursued singly, successively or together against Payee. Additionally, Payee may resort to every other right or remedy available at law or equity without first exhausting the rights and remedies contained herein, in Payee’s sole discretion.

Covenants. Until all amounts outstanding under this Note have been paid in full:

(a)

Maker shall (a) preserve, renew, and maintain in full force and effect its corporate existence and (b) take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable in the normal conduct of its business;

(b)

Maker shall comply with all laws applicable to it and its business;

(c)

Maker shall, as soon as possible and in any event within two (2) business days after it becomes aware that an Event of Default has occurred, notify the Payee in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default;

(d)

Maker shall not incur, create, or assume any debt, or restructure any debt existing as of the date of this Note without the Payee’s written consent; and

(e)

Maker shall not (to the extent legally permissible) at any time insist upon, plead, or in any manner whatsoever claim or take benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Maker from paying all or any portion of the Note as contemplated herein, wherever enacted, now or at any time. The Maker (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Payee, but will suffer and permit the execution of every such power as though no such law had been enacted. Except as expressly set forth herein, presentment for payment, notice of dishonor, protest and notice of protest are hereby waived;

(f)

Maker shall promptly notify Payee of any actions or proceedings initiated against Maker that would reasonably be expected to impact Maker’s ability to repay this Note or Payee’s interests in the Shares (as defined and further set forth in Section 9, below.

Collateral. The Maker agrees to provide the following collateral against the Note:

(a)

Collateral: As assurance, collateral and security for Maker’s performance as and when due of its payment obligations under this Note, simultaneously with the execution of this Note and the funding of the loan by Payee as contemplated herein, Maker and Payee shall execute and deliver to a mutually agreeable escrow agent (the “Escrow Agent”), or, if the Escrow Agreement has not yet been executed appointing the Escrow Agent, counsel to the Payee (“Payee’s Counsel”), joint written instructions to American Stock Transfer & Trust Company, LLC, the transfer agent (the “Transfer Agent”) for the Company’s subsidiary MiNK Therapeutics, Inc’s common stock (NASDAQ: INKT) (“MiNK”), in the form provided on the attached Exhibit B (the “Transfer Instructions”), that direct the Transfer Agent to access and transfer to Payee, or its designee, 822,910 shares of common stock of MiNK currently owned in Maker’s name on MiNK’s share registry (such shares, the “Shares”). If the closing price of the Shares at any time during the term of this Note averages below $12.16 per share over a period of five (5) straight trading days (such occurrence, a “Price Drop”), within three (3) business days of the occurrence of such Price Drop, the Maker and the Payee shall enter into an amendment hereto, reflecting an increase in the number of shares of common stock of MiNK pledged as collateral and security for Maker’s performance as and when due of its payment obligations under this Note, in an amount that, when added to the Shares, reflects an aggregate value of at least $12,500,000 (or such lower dollar amount as represents 125% of the then outstanding Principal Amount at the time of calculation, but in no event less than 822,910 shares). The Maker and the Payee shall also amend the Control Agreement and Pledge Agreement (as such terms are defined below) to reflect such increase, and the Maker shall use its best efforts to cause MiNK to enter into such amendment to the Control Agreement. Following the execution and delivery of the amendments to this Note, the Control Agreement, and the Pledge Agreement, the Maker and the Payee shall execute and deliver to the Escrow Agent (or Payee’s Counsel, as applicable) new Transfer Instructions, in the form provided on the attached Exhibit B, that direct the Transfer Agent to access and transfer to Payee, or its designee, the number of shares of common stock of MiNK reflected in the amendments.

(b)

Transfer of Shares. Unless otherwise directed by joint written instructions in accordance with the terms of the Escrow Agreement:

(i)

The Escrow Agent (or Payee’s Counsel, as applicable) shall hold the Transfer Instructions (and any other documents required by Transfer Agent to effect the transfer of the Shares as contemplated herein, if triggered) until the Maturity Date;

(ii)

If on or before the Maturity Date Maker pays the Principal Amount, Maker and Payee shall jointly notify the Escrow Agent (or Payee’s Counsel, as applicable) and direct the Escrow Agent (or Payee’s Counsel, as applicable) to destroy the Transfer Instructions and terminate the Escrow Agreement; and

(iii)

If on or before the Maturity Date Maker does not pay in full the Principal Amount, Payee shall have the unqualified option, in its sole discretion, to so notify the Escrow Agent (or Payee’s Counsel, as applicable), to direct the Escrow Agent (or Payee’s Counsel, as applicable) to immediately deliver the Transfer Instructions (and any other documents required by Transfer Agent to effect the transfer of the Shares as contemplated herein that are then held by the Escrow Agent (or Payee’s Counsel, as applicable), if any) to the Transfer Agent, and to notify the Transfer Agent in writing, with a copy to Maker, of the amount of the outstanding Note obligation.

If Maker pays a partial amount of the then outstanding Note obligation on or before the Maturity Date, only the balance of the then outstanding Note obligation should be directed to the Escrow Agent (or Payee’s Counsel, as applicable) for delivery of the Transfer Instructions (and any other documents required by Transfer Agent to effect the transfer of the Shares as contemplated herein that are then held by the Escrow Agent (or Payee’s Counsel, as applicable), if any) to the Transfer Agent. In all events, Maker’s material default of its payment obligations to Payee shall not be deemed to have been cured unless and until the then outstanding Obligations is paid in full.

(c)

Pledge and Control Agreement. Maker agrees to enter into a (i) pledge agreement by and between Maker and Payee regarding the Shares (the “Pledge Agreement”), and (ii) control agreement by and among, Maker, Payee, and MiNK (the “Control Agreement”), to acknowledge the establishment of the Payee’s security interest in the Shares and to perfect its control over the Shares. Maker covenants that the Shares have not been previously pledged to another secured party. As long as any amounts under this Note remains outstanding, as of the Effective Date until the satisfaction of the obligations under this Note in full, Maker shall not directly or indirectly authorize the sale, pledge, transfer, or assignment of any of the Shares to any recipient other than the Escrow Agent (or Payee’s Counsel, as applicable) or the Payee; provided Maker shall not divest itself of more than half of its holdings of shares of MiNK common stock as of the Effective Date without written consent from Payee (not to be unreasonably withheld, conditioned, or delayed).

(d)

CFIUS. Notwithstanding anything to the contrary in this Section 9, if the Payee, in good faith, determines that the Committee on Foreign Investment in the United States (“CFIUS”) is likely to prohibit the Payee’s acquisition of the Shares, the Payee shall notify the Maker in writing of such determination. Immediately upon receipt of such notice, the Maker shall sell the Shares and deliver the cash proceeds from such sale (or sales, as applicable) to the Payee until the outstanding amounts due under this Note are paid in full.

10.

Notices. Any notices required under this Note shall be sent to the addresses set forth above, by certified mail return receipt requested, postage prepaid, or by Federal Express or other nationally recognized overnight or international courier, and shall be deemed received five (5) days after posting, if sent by certified mail and one (1) day after delivery to an overnight courier, if so delivered and the day of delivery if hand delivered.

11.

Expenses. Maker agrees to pay all costs and expenses of collection incurred by Payee (in addition to the Principal Amount), if any (including without limitation reasonable attorneys’ fees and disbursements), and including all costs and expenses incurred in connection with the pursuit by Payee of any of its rights or remedies hereunder or in connection with any of Payee’s collection efforts.

12.

Amendment; Waiver. This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Maker or the Payee, but only by an agreement in writing signed by Maker and Payee.

13.

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law principles thereof. This Note may be enforced solely in, and in connection with any action or proceeding arising out of or relating to the transactions contemplated hereby, Maker irrevocably consents to the exclusive jurisdiction and venue of, the State Courts of the State of Delaware located in Wilmington, Delaware.

14.

Setoff. Maker and Payee agree that in the event that the Closing occurs under the APA before the Note is repaid in full, the Principal Amount and any interest thereon due and owing hereunder (or applicable portion thereof) shall be satisfied by applying the amount of such obligations (after giving effect to any adjustments to the Principal Amount contemplated herein in Section 2) towards the Closing Cash Consideration (as defined in the APA) otherwise due from Payee to Maker under Section 2.5(a) of the APA, at which time this Note (or the applied portion thereof) shall be deemed repaid.

IN WITNESS WHEREOF, each of the Parties has signed this Note on the day and year first above written.

AGENUS INC. (MAKER)

By: ____/s/ Garo Armen______________

Name: Garo Armen

Title: Chairman and CEO

ZYDUS PHARMACEUTICALS (USA) INC. (PAYEE)

By: ___/s/ Ravi Yadavar______________

Name: Ravi Yadavar

Title: Chief Financial Officer and Treasurer as Transfer Agent 6201 15th Avenue Brooklyn, New York 11219

EXHIBIT A

[***]

EXHIBIT B

Date: October 8, 2025

Equiniti Trust Company, LLC,

Dear Transfer Agent:

You hereby are authorized and directed, immediately upon your receipt of these joint transfer instructions, to transfer to Zydus Pharmaceuticals (USA) Inc. (“Zydus”), 73 Route 31 North, Pennington, New Jersey 08534, EIN 20-0544147, from the shares of common stock, par value $0.00001 per share, of MiNK Therapeutics, Inc. (NASDAQ: INKT) currently held in the name of Agenus Inc., the number of Shares (not to exceed 822,910), separately calculated and provided to you by Zydus as indicated below, based on the closing price of the Shares on their last trading day immediately prior to the date you receive these joint transfer instructions, and after the payment of all commissions and all other customary transfer expenses necessary if sold by Zydus, to pay in full the then outstanding obligations owed by Agenus to Zydus. The amount of such then outstanding obligations shall be provided to you, in writing, separately by Zydus at or about the same time you receive these joint transfer instructions and should be deemed by you to be an integral part hereof.

Very truly yours.

Agenus, Inc.

By: _____________________

Name:

Title: Chairman & CEO

Zydus Pharmaceuticals (USA) Inc.

By: _____________________

Name:

Title: CEO, Zydus Americas

EX-10.2 3 agen-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2 CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this

“Agreement”) is made as of February 12, 2024 (the “Effective Date”) by and between MiNK Therapeutics, Inc., a Delaware corporation with offices at 149 Fifth Avenue, New York, NY 10010 (the “Company”), and Agenus Inc., a Delaware corporation with offices at 3 Forbes Road, Lexington, MA 02421 and the parent company of the Company (the “Purchaser”).

WHEREAS, the parties wish to enter into this Convertible Promissory Note Purchase Agreement (the “2024 Note Purchase Agreement”) pursuant to which the Company will issue and sell to the Purchaser a new convertible promissory note for up to a total of $5,000,000, all on substantially the same terms as prior promissory notes between the Parties.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:

ARTICLE I

PURCHASE, SALE AND TERMS OF NOTE

Sale and Issuance of Note. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company hereby agrees to issue and sell to the Purchaser, and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase from the Company, a convertible promissory note in the principal amount of up to FIVE MILLION DOLLARS ($5,000,000) and in the form attached hereto as Exhibit A (the “Note” and together with any other Note issued pursuant to this Agreement, and with any exchange or replacement thereof, the “Notes”). The Note shall work like a line of credit, whereby the Company may draw down amounts from time to time with the Purchaser’s consent, and the Note will include a schedule that is updated from time to time to reflect all amounts advanced to the Company or paid on the Company’s behalf, along with the date of all such advancements or payments so that the parties can appropriately keep track of all interest accruals. The Company shall use the proceeds from the issuance and sale of the Notes for working capital and other general corporate purposes.

Closing; Delivery. The purchase and sale of the Note shall take place at a closing (the “Closing”) at such place and such time as the Company and the Purchaser shall agree. At the Closing, the Company shall issue and deliver to the Purchaser a Note, and the Purchaser shall pay the Company any additional principal amounts being drawn or advanced under the Note by wire transfer of immediately available funds in accordance with the instructions of the Company, by check, or by cancellation or conversion of indebtedness of the Company to Purchaser, or by any combination of such methods.

No Usury. This Agreement and the Note issued pursuant to the terms of this Agreement are hereby expressly limited so that in no event whatsoever, whether by reason of deferment or advancement of loan proceeds, acceleration of maturity of the loan evidenced hereby, or otherwise, shall the amount paid or agreed to be paid to the Purchaser hereunder for the loan, use, forbearance or detention of money exceed the maximum interest rate permitted by the laws of the Commonwealth of Massachusetts. If at any time the performance of any provision hereof or the Note involves a payment exceeding the limit of the price that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the agreed upon interest rate as set forth in the Note shall be reduced to such limit, it being the specific intent of the Company and the Purchaser that all payments under this Agreement or the Note are to be credited first to interest as permitted by law, but not in excess of (a) the agreed rate of interest set forth in the Note, or (b) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal.

The provisions of this paragraph shall never be superseded or waived and shall control every other provision of this Agreement and the Note.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser that the representations and warranties are true and correct as of the date hereof and as of the Closing, except as otherwise indicated:

Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as

presently conducted and as proposed to be conducted and to carry out the transactions contemplated by this Agreement. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business or assets of the Company.

Capitalization. As of the date hereof, the Company has a total authorized capitalization consisting of 150,000,000 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of which 34,599,047 shares are issued and outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and non-assessable.

Subsidiaries. Except for its wholly-owned subsidiary in the United Kingdom, the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

Authorization. All corporate action required to be taken by the board of directors, officers, and stockholders of the Company for the execution and delivery of the Agreement and the Note, the performance of all obligations of the Company under the Agreement to be performed as of the Closing, and the issuance and delivery of the Note has been taken or will be taken prior to the Closing. The Agreement and the Note, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Validity. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Note, when executed and delivered in accordance with this Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.

Governmental Approvals.

Subject to the accuracy of the representations and warranties of the Purchaser set forth in ARTICLE III, no registration or filing with, or consent or approval of or other action by, any federal, state or other governmental agency or instrumentality is or will be necessary for the valid execution, delivery and performance by the Company of this Agreement or the issuance, sale and delivery of the Notes, other than filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws (all of which filings have been or will be made by the Company) in connection with the sale of the Note, if any.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

At the Closing, the Purchaser represents and warrants to the Company that:

Authority. The Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms.

Purchase for Investment. The Purchaser is acquiring the Note purchasable by it hereunder and the shares of capital stock of the Company issuable upon conversion thereof

(collectively, the “Securities”) for its own account, for investment and not for, with a view to, or in connection with, any distribution or public offering thereof within the meaning of the Securities Act.

Unregistered Securities; Legend. The Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act or any state securities law, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and such laws, that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration, that the Securities shall bear a legend to such effect, and that appropriate transfer instructions may be issued. The Purchaser further understands that such exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent expressed herein.

Status of the Purchaser. The Purchaser has not been formed for the specific purpose of acquiring the Securities pursuant to this Agreement.

Accredited Investor. The Purchaser understands the term “accredited investor” as used in Regulation D promulgated under the Securities Act and represents and warrants to the Company that the Purchaser is an “accredited investor” for purposes of acquiring the Securities being acquired by it hereunder.

Knowledge and Experience; Economic Risk. The Purchaser has sufficient knowledge and experience in business and financial matters and with respect to investment in securities of privately held companies similar to the Company in terms of the Company’s stage of development so as to enable it to analyze and evaluate the merits and risks of the investment contemplated hereby and is capable of protecting its interest in connection with this transaction. The Purchaser is able to bear the economic risk of such investment, including a complete loss of the investment.

Access to Information. The Purchaser acknowledges that the Purchaser and its representatives have made an investigation of the Company and its business as it deemed necessary and had the opportunity to ask questions and receive answers from officers and representatives of the Company concerning the transactions contemplated by this Agreement and obtain any additional information that is necessary to verify the accuracy of the information regarding the Company or otherwise desired in connection with its purchase of the Securities being acquired by it hereunder.

Rule 144. The Purchaser understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to Purchaser) promulgated by the Securities and Exchange Commission under the Securities Act depends upon the satisfaction of various conditions and that such exemption is not currently available.

No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation or (b) published any advertisements in connection with the offer and sale of the Note.

10.

Bad Actor. The Purchaser represents that neither it nor any of its Rule 506(d) Related Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related Parties” shall mean a “beneficial owner” of the Purchaser’s voting securities of the Company as provided under Rule 13d-3 under the Securities Exchange Act of 1934, of as amended.

ARTICLE IV MISCELLANEOUS

No Waiver; Cumulative Remedies. No failure or delay on the part of any party to this Agreement in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Amendments, Waivers and Consents. Any provision in this Agreement to the contrary notwithstanding, changes in or additions to this Agreement or the Note may be made, and compliance with any covenant or provision herein or therein set forth may be omitted or waived, if the Company obtains consent thereto in writing from the Purchaser.

Addresses for Notices, etc. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be conclusively deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth in the first paragraph above, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section ARTICLE IV.

Binding Effect; Assignment. The Purchaser may assign its rights and obligations hereunder to an affiliate of such Purchaser.

Such assignee shall be deemed a “Purchaser” for purposes of this Agreement; provided that such assignment of rights shall be contingent upon the assignor and assignee providing a written instrument to the Company notifying the Company of such assignment and the assignor agreeing in writing to be bound by the terms of this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 5. Survival of Representations and Warranties. All representations and warranties made in this Agreement, the Note or any other instrument or document delivered in connection herewith or therewith, shall survive the execution and delivery hereof or thereof. 6. Entire Agreement. This Agreement, collectively with all exhibits hereto, the Note, the Third Note, the Second Note, the First Note, the Third Note Purchase Agreement, the Second Note Purchase Agreement and the First Note Purchase Agreement, constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any other prior negotiations, correspondence, duties, obligations, understandings or agreements concerning the subject matter hereof. 7. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 8. Governing Law. This Agreement and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with, the laws of the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Massachusetts (excluding the laws and rules of law applicable to conflicts or choice of law). 9. Counterparts. This Agreement may be executed in counterparts, which taken together shall constitute one and the same instrument, and either of the parties hereto may execute this Agreement by signing such counterpart. This Agreement may be executed and delivered by facsimile, or by e-mail in portable document format (.pdf) and delivery of the signature page by such method will be deemed to have the same effect as if the original signature had been delivered to the other parties. 10. Further Assurances. From and after the date of this Agreement, upon the request of the Purchaser or the Company, the Company and the Purchaser shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Promissory Note Purchase Agreement as of the Effective Date.

COMPANY:

MiNK THERAPEUTICS, INC.

By: /s/ Jennifer Buell

Name: Jennifer Buell

Title: President & CEO

PURCHASER:

AGENUS INC.

By: /s/ Garo Armen

Name: Garo Armen

Title: Chairman & CEO

Exhibit A Form of Note

[See Attached]

EX-10.3 4 agen-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH PLEDGE, SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

MiNK THERAPEUTICS, INC.Convertible Promissory Note

UP TO $5,000,000 February 12, 2024

For value received, MiNK Therapeutics, Inc. (the “Company”), hereby promises to pay to the order of Agenus Inc. (hereinafter together with its successors in title and assigns referred to as the “Holder”), on demand by the Holder on or after January 1, 2026 (the “Maturity Date”), the principal amount outstanding under this note, together with interest thereon as set forth below (such aggregate amount, the “Amount Due”), unless earlier repaid or converted pursuant to the terms and conditions set forth below. The principal amount of this Note is for up to FIVE MILLION DOLLARS ($5,000,000), which may be drawn down from time to time with the Holder’s consent and in any increment, either in the form of advancements or payments made by the Holder on the Company’s behalf. Interest shall accrue from the date funds are paid or advanced.

This Convertible Promissory Note (this “Note”) is being issued by the Company pursuant to that certain Convertible Promissory Note Purchase Agreement, dated as of the date hereof, by and among the Company and the Holder (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

Interest. This Note shall bear simple interest at an annual rate of two percent (2%). Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed but in no event shall the rate of interest exceed the maximum rate, if any, allowable under applicable law. Interest shall accrue and not be payable until converted as provided in Section 3 hereof or paid in connection with repayment in full of the principal amount of this Note.

Amount Due.

2.1

Payments. Payment of principal and interest shall be made in immediately available funds in lawful currency of the United States of America, unless the Parties agree in writing prior to or at the time of payments to allow payment in the form of equity. Payments are to be made at the offices of the Holder or at such other place as the Holder hereof shall have designated to the Company in writing. Payment shall be credited first to any costs, expenses or charges then payable to the Holder, then to accrued interest then due and payable, and then to principal.

2.2

Prepayment. This Note may be prepaid without the written consent of the Holder, with no prepayment penalty.

Conversion of the Notes.

3.1

Definitions. The Note shall be convertible according to the following terms: “Affiliate” means, with respect to any specified Person, any other Person who or which,

directly or indirectly, controls, or is controlled by, or is under common control with such specified Person. For purposes of this definition, “control,” “controlled by” and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Change of Control” means the merger or consolidation of the Company into or with another Company (other than a wholly-owned subsidiary of the Company in a merger in which the Company is the surviving Company and the Certificate of Incorporation remains unchanged), the sale, lease, exclusive license, transfer or other disposition of all or substantially all of the assets or intellectual property of the Company (other than to a wholly-owned subsidiary of the Company), a transfer of more than fifty percent (50%) of the voting power of the Company, in a single transaction or series of related transactions and the closing of the initial public offering of the Company’s Common Stock; provided, that a Qualified Financing or other equity financing shall not constitute a “Change of Control”.

“Equity Securities” means the Common Stock or Preferred Stock issued upon conversion of the Note under this Section 3.

“Qualified Financing” means the first bona fide sale (or series of related sales) by the Company of its Equity Securities after the date of the Purchase Agreement resulting in aggregate proceeds to the Company (excluding the Note) of at least fifty million dollars ($50,000,000).

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Preferred Stock” means the preferred stock, par value $0.00001 per share, of the Company (or any similar equity security to be issued in connection with the Qualified Financing) to be authorized immediately prior to the closing of the Qualified Financing.

3.2

Financing Payment/Conversion. Upon a Qualified Financing, the outstanding Note and all accrued and unpaid interest thereon shall, at the Holder’s election, either be paid in full or converted into shares of the Equity Securities issued in the Qualified Financing. The number of shares of Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the Amount Due on the date of conversion by (ii) eighty percent (80%) of the per share price of the Equity Securities sold in the Qualified Financing. The Holder hereby agrees, as a condition to such conversion, to execute and become party to all agreements that the Company reasonably requests in connection with such Qualified Financing. In the event that there is a material change in the financial position of the Company, such material change commensurate in financial scope to a Qualified Financing, at the request of the Holder, the parties shall discuss and consider in good faith an early payment of the outstanding Note and all accrued and unpaid interest thereon.

3.3

Change of Control. In the event of a Change of Control of the Company, at the closing of such Change of Control, in full satisfaction of the Company’s obligations under this Note, the Company will pay the Holder an amount equal to (x) one and a half (1.5) times the principal then outstanding under this Note and (y) the amount of accrued interest then outstanding under this Note immediately prior to the closing of such Change of Control.

3.4

Fractional Shares. No fractional shares of any of the Company’s Equity Securities will be issued in connection with any conversion of this Note.

3.5

Certificate. As promptly as practicable after the conversion of this Note, the Company at its expense will issue and deliver to the Holder, upon surrender of the Note, a certificate or certificates for the number of full shares of Equity Securities issuable upon such conversion.

Demand; Default. This Note shall automatically become immediately due and payable, without any notice or demand required by the Holder, upon the occurrence of any of the following events of default (individually, an “Event of Default” and collectively, “Events of Default”):

(a)

the liquidation, dissolution or insolvency of the Company, or the appointment of a receiver or custodian for the Company of all or substantially all of its property, if such appointment is not terminated or dismissed within thirty (30) days; or

(b)

the institution by or against the Company of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally.

Upon the occurrence of an Event of Default, the Holder shall have then, or at any time thereafter, all of the rights and remedies afforded by the Uniform Commercial Code as from time to time in effect in the Commonwealth of Massachusetts or afforded by other applicable law.

No Set-Off. All payments by the Company under this Note shall be made without set-off or counterclaim and be without any deduction or withholding for any taxes or fees of any nature, unless the obligation to make such deduction or withholding is imposed by law.

General.

6.1

Transfers; Successors and Assigns.

(i)

This Note, and the obligations and rights of the parties hereunder, shall be binding upon and inure to the benefit of the Company, the holder of this Note, and their respective heirs, successors and assigns; provided, however, that the Company may not transfer or assign its obligations hereunder, by operation of law or otherwise, without the consent of the Holder.

(ii)

Notwithstanding anything else in this Note to the contrary, the right of any Holder (or transferee) to receive principal or interest payments under this Note may be transferred only through the surrender of the current Note and reissuance of a new note by the Company pursuant to the provisions of this paragraph. The foregoing language is intended to cause the Note to be in “registered form” as defined in Treasury Regulations Sections 5f.103-1(c) and 1.871-14(c) and shall be interpreted and applied consistently therewith.

6.2

No Rights or Liabilities as Stockholder; No Personal Liability. This Note does not by itself entitle the Holder to any voting rights or other rights as a stockholder of the Company. In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a stockholder of the Company for any purpose. Holder agrees that no stockholder, director or officer of the Company shall have any personal liability for the repayment of this Note.

6.3

Amendment. This Note may be amended or modified, or compliance with any term, covenant, agreement, condition or provision set forth herein may be omitted or waived, either generally or in a particular instance and either retroactively or prospectively, upon written consent of the Company and the Holder.

6.4

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth in the Purchase Agreement, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.4.

6.5

Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

6.6

Governing Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with, the laws of the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Massachusetts (excluding the laws and rules of law applicable to conflicts or choice of law).

[Signature on following page]

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first written above.

COMPANY:

MiNK THERAPEUTICS, INC.

By: /s/ Jennifer Buell

Name: Jennifer Buell

Title: President & CEO

HOLDER:

AGENUS INC.

By: /s/ Garo Armen

Name: Garo Armen

Title: Chairman & CEO

[Signature Page to Convertible Promissory Note]

EX-31.1 5 agen-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended

I, Garo H. Armen, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Agenus Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date: November 10, 2025			/s/ GARO H. ARMEN, PH.D.
			Garo H. Armen, Ph.D.
			Chief Executive Officer and Principal Executive Officer

EX-31.2 6 agen-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended

I, Christine M. Klaskin, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Agenus Inc.;

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date: November 10, 2025			/s/ CHRISTINE M. KLASKIN
			Christine M. Klaskin
			VP, Finance and Principal Financial Officer

EX-32.1 7 agen-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

Certification

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Agenus Inc. (the “Company”) for the quarterly period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned to his/her knowledge hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(i)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	/s/ GARO H. ARMEN, PH.D.
	Garo H. Armen, Ph.D.
	Chief Executive Officer and Principal Executive Officer

	/s/ CHRISTINE M. KLASKIN
	Christine M. Klaskin
	VP, Finance and Principal Financial Officer

Date: November 10, 2025

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Report and should not be considered filed as part of the Report.