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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 March 31, 2026

☐ 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 May 7, 2026: 41,642,431 shares.

Agenus Inc.

Three Months Ended March 31, 2026

Table of Contents


		Page
PART I
ITEM 1.	Financial Statements:	2
	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three months ended March 31, 2026 and 2025 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	28
ITEM 4.	Controls and Procedures	28

PART II
ITEM 1.	Legal Proceedings	30
ITEM 1A.	Risk Factors	30
ITEM 5.	Other Information	30
ITEM 6.	Exhibits	31
	Signatures	32

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)


	March 31, 2026 (unaudited)			December 31, 2025
ASSETS
Cash and cash equivalents	$	34,996		$	2,998
Zydus agreements escrow receivable (Note R)		7,500			—
Zydus agreements contract assets (Note R)		40,000			—
Accounts receivable		6,562			1,831
Prepaid expenses		4,188			785
Related party note receivable from MiNK Therapeutics, Inc.		—			5,179
Assets held for sale		—			121,554
Other current assets		2,038			1,089
Total current assets		95,284			133,436
Property, plant and equipment, net of accumulated amortization and depreciation of $47,893 and $47,468 at March 31, 2026 and December 31, 2025, respectively		14,947			15,470
Operating lease right-of-use assets		7,458			7,744
Goodwill		24,092			24,092
Acquired intangible assets, net of accumulated amortization of $17,403 and $17,325 at March 31, 2026 and December 31, 2025, respectively		2,959			3,037
Equity method investment in MiNK Therapeutics, Inc.		22,927			24,277
Due from related parties (MiNK Therapeutics, Inc.)		15,776			15,435
Other long-term assets		3,013			3,307
Total assets	$	186,456		$	226,798
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current portion, long-term debt	$	30,193		$	44,655
Current portion, liability related to sale of future royalties and milestones (Note H)		109,405			109,323
Current portion, operating lease liabilities		1,054			1,034
Accounts payable		71,084			82,987
Accrued liabilities		36,987			34,223
Liabilities held for sale		—			50,738
Other current liabilities		514			529
Total current liabilities		249,237			323,489
Liability related to sale of future royalties and milestones, net of current portion (Note H)		153,985			169,660
Deferred revenue, net of current portion		1,143			1,143
Operating lease liabilities, net of current portion		9,827			10,108
Other long-term liabilities		247			259
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized:
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at March 31, 2026 and December 31, 2025; liquidation value of $34,371 at March 31, 2026		—			—
Common stock, par value $0.01 per share; 800,000,000 shares authorized; 38,521,761 and 35,320,397 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		385			353
Additional paid-in capital		1,922,370			1,911,740
Accumulated other comprehensive loss		(437	)		(439	)
Accumulated deficit		(2,143,539	)		(2,182,765	)
Total stockholders’ deficit attributable to Agenus Inc.		(221,221	)		(271,111	)
Non-controlling interest		(6,762	)		(6,750	)
Total stockholders’ deficit		(227,983	)		(277,861	)
Total liabilities and stockholders’ deficit	$	186,456		$	226,798

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 March 31,
	2026			2025
Revenue:
Pre-commercial product revenue	$	4,591		$	—
Service revenue		—			510
Non-cash royalty revenue related to the sale of future royalties (Note H)		29,145			23,556
Total revenues		33,736			24,066
Operating expenses:
Cost of revenue		—			(137	)
Research and development		(11,822	)		(21,522	)
General and administrative		(6,860	)		(15,718	)
Total operating expenses		(18,682	)		(37,377	)
Operating income (loss)		15,054			(13,311	)
Other income (expense):
Non-operating income (expense)		(208	)		(264	)
MiNK Therapeutics, Inc. equity method investment fair value adjustment		(1,350	)		—
Gain on Zydus asset sale		40,379			—
Interest expense, net		(14,669	)		(12,795	)
Net income (loss)		39,206			(26,370	)
Dividends on Series A-1 convertible preferred stock		(54	)		(54	)
Less: net loss attributable to non-controlling interest		(20	)		(1,104	)
Net income (loss) attributable to Agenus Inc. common stockholders	$	39,172		$	(25,320	)
Per common share data:
Net income (loss) attributable to Agenus Inc. comm stockholders:
Basic	$	1.03		$	(1.03	)
Diluted	$	1.02		$	(1.03	)
Weighted average number of Agenus Inc. common shares outstanding:
Basic		37,941			24,469
Diluted		38,285			24,469

Other comprehensive income (loss):
Foreign currency translation gain (loss)	$	2		$	(70	)
Other comprehensive income (loss)		2			(70	)
Comprehensive income (loss)	$	39,174		$	(25,390	)

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, 2025		32	$	—		35,320		$	353	$	1,911,740			—		$	—		$	(439	)	$	(6,750	)	$	(2,182,765	)		(277,861	)
Net loss		—		—		—			—		—			—			—			—			(20	)		39,226			39,206
Other comprehensive income		—		—		—			—		—			—			—			2			—			—			2
Share-based compensation		—		—		—			—		766			—			—			—			8			—			774
Shares sold to Zynext Ventures USA LLC, net of issuance costs		—		—		2,133			21		6,402			—			—			—			—			—			6,423
Shares sold at the market		—		—		284			3		993			—			—			—			—			—			996
Payment of CEO payroll in shares		—		—		27			—		88			—			—			—			—			—			88
Modification of warrants		—		—		—			—		435			—			—			—			—			—			435
Issuance of shares for services		—		—		418			4		1,390			—			—			—			—			—			1,394
Issuance of shares in connection with debt agreement		—		—		141			2		439			—			—			—			—			—			441
Vesting of nonvested shares		—		—		158			2		(2	)		—			—			—			—			—			—
Employee share purchases		—		—		21			—		55			—			—			—			—			—			55
Issuance of shares for employee salaries		—		—		28			—		91			(8	)		(27	)		—			—			—			64
Retirement of treasury shares related to employee withholding		—		—		(8	)		—		(27	)		8			27			—			—			—			—
Balance at March 31, 2026		32	$	—		38,522		$	385	$	1,922,370			—		$	—		$	(437	)	$	(6,762	)	$	(2,143,539	)	$	(227,983	)

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 related to employee withholding		—		—		(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	)

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)


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net income (loss)	$	39,206		$	(26,370	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		583			3,203
Share-based compensation		1,098			3,482
Non-cash royalty revenue		(29,145	)		(23,556	)
Non-cash interest expense		14,500			12,630
Unrealized loss on long-term investments		1,559			93
Gain on Zydus asset sale		(40,379	)		—
Other, net		428			(20	)
Changes in operating assets and liabilities:
Accounts receivable		(4,731	)		108
Prepaid expenses		(3,403	)		443
Accounts payable		(11,880	)		2,642
Deferred revenue		—			(25	)
Accrued liabilities and other current liabilities		(3,080	)		1,379
Other operating assets and liabilities		(706	)		373
Net cash used in operating activities		(35,950	)		(25,618	)
Cash flows from investing activities:
Purchases of plant and equipment		—			(5	)
Proceeds from sale of plant and equipment		28			—
Proceeds from Zydus asset sale, net		63,917			—
Proceeds from repayment of MiNK related party note		5,000			—
Proceeds from sale of long-term investment		7			62
Net cash provided by investing activities		68,952			57
Cash flows from financing activities:
Net proceeds from sale of equity		996			6,343
Net proceeds from equity sold under Zynext SPA, net		6,423			—
Proceeds from employee stock purchases and option exercises		55			44
Proceeds from the issuance of long-term debt, net		—			2,500
Purchase of treasury shares to satisfy tax withholdings		(27	)		(22	)
Payment of long-term debt		(8,413	)		(2,500	)
Payment of finance lease obligation		(27	)		(2,771	)
Net cash provided by (used in) financing activities		(993	)		3,594
Effect of exchange rate changes on cash		(11	)		18
Net increase (decrease) in cash, cash equivalents and restricted cash		31,998			(21,949	)
Cash, cash equivalents and restricted cash, beginning of period		4,710			44,071
Cash, cash equivalents and restricted cash, end of period	$	36,708		$	22,122
Supplemental cash flow information:
Cash paid for interest	$	188		$	387
Supplemental disclosures - non-cash activities:
Insurance financing agreement	$	522		$	552
Lease right-of-use assets obtained in exchange for new operating lease liabilities		—			107

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

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 focused on discovering and developing immunotherapies for cancer and infectious disease. Our primary business is immuno-oncology ("I-O"), where we are advancing antibody-based programs to activate innate and adaptive immunity, overcome tumor immune evasion and expand the population of patients who may benefit from immunotherapy. Our lead clinical program is botensilimab (“BOT” or “AGEN1181”), alone and in combination with balstilimab (“BAL”). We also maintain select clinical-stage immuno-oncology assets, which may be used as standalone agents or be complimentary to botensilimab plus balstilimab (“BOT/BAL”). Agenus also maintains an equity investment in MiNK Therapeutics, Inc. ("MiNK") and a majority ownership of a vaccine adjuvant business through our subsidiary SaponiQx, Inc. ("SaponiQx").

We use internal discovery, translational, clinical and regulatory capabilities together with selected collaborations to advance product candidates. Following our strategic realignment announced in December 2024, we prioritized the botensilimab/balstilimab program and temporarily paused certain non-core preclinical and clinical activities while we evaluate partnering, as well as targeted funding opportunities.

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

•

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

•

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

•

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

•

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

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

During the first quarter of 2026, we materially strengthened our liquidity position. MiNK Therapeutics repaid a $5.2 million related-party note receivable, and we closed agreements with Zydus Lifesciences Ltd ("Zydus") and its affiliates, under which we received $91.0 million of consideration, subject to certain adjustments. These adjustments include reimbursable expenses, other required closing payments, including approximately $5.8 million of transaction expenses, and $7.5 million placed into a twelve-month escrow, which is to be released in accordance with the predefined parameters set forth in the Zydus agreements. See Note R for further discussion of the proceeds received in connection with the Zydus closing.

As of March 31, 2026, we had cash and cash equivalents of $35.0 million, compared with $3.0 million as of December 31, 2025. The March 31, 2026 cash balance excludes the $7.5 million held in escrow under the Zydus agreements, which is releasable to the Company in accordance with the predefined provisions of those agreements, and does not reflect outstanding receivables under our early access programs for botensilimab/balstilimab — including France’s Autorisation d’Accès Compassionnel (“AAC”) framework and paid named patient programs in other jurisdictions where permitted — which we expect to collect during the second quarter of 2026. Subsequent to quarter end, we received an additional $11.7 million in net proceeds from sales of common stock under our at-the-market equity offering program.

Also during the first quarter, we made cash payments of approximately $18.0 million to contract development and manufacturing organizations (CDMOs) and contract research organizations (CROs). CDMO payments principally funded the release of commercial-grade botensilimab supply and progressed manufacturing readiness for balstilimab. CRO payments principally supported the generation and delivery of clinical data sets required for our planned accelerated approval submission in the United States and conditional marketing authorization application in the European Union. These payments substantially settled liabilities accrued in prior periods and are reflected in the period-over-period decrease in accounts payable rather than in operating expenses for the three months ended March 31, 2026.

We have incurred significant losses since our inception in 1994. As of March 31, 2026, we had an accumulated deficit of $2.1 billion.

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

We have historically financed our operations through corporate partnerships, advance royalty transactions, and debt and equity financings. We are actively pursuing additional financing and strategic alternatives, including corporate transactions, out-licensing arrangements, asset sales, project financing, additional debt or equity financings, and other strategic transactions, and we are in active discussions with potential strategic and financial partners regarding several of these alternatives. We have also implemented cost management measures to preserve liquidity.

Because the timing and completion of these transactions are not entirely within our control, in accordance with applicable accounting standards, substantial doubt exists about our ability to continue as a going concern for at least one year after the filing date of this Quarterly Report on Form 10-Q. The consolidated financial statements have been prepared assuming we will continue as a going concern and contemplate the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. 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 three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. For further information, refer to our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”).

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.

Note B – Summary of Significant Accounting Policies

There have been no material changes to our significant accounting policies during the three months ended March 31, 2026, as compared to the significant accounting policies disclosed in Note 2 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Note C – Net Income (Loss) Per Share

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


	Three Months Ended March 31,
	2026		2025
Amounts used for basic and diluted per share calculations:
Net income (loss) attributable to Agenus Inc. common stockholders	$	39,172	$	(25,320	)

Weighted average number of Agenus Inc. common shares outstanding - basic		37,941		24,469

Effect of potentially dilutive securities:
Share based compensation awards		341		—
Warrants		3		—
Weighted average number of Agenus Inc. common shares outstanding - diluted		38,285		24,469

Net income (loss) attributable to Agenus Inc. per common share:
Basic	$	1.03	$	(1.03	)
Diluted	$	1.02	$	(1.03	)

Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Amended and Restated Directors’ Deferred Compensation Plan, or “DDCP”). Diluted income (loss) per common share is calculated by dividing income (loss) attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares and convertible preferred stock. Because we reported a net loss attributable to common stockholders for the three months ended March 31, 2025, diluted loss per 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 March 31, 2026 and 2025, as they would be anti-dilutive (in thousands):


	Three Months Ended March 31,
	2026		2025
Warrants		1,029		1,032
Stock options		4,622		5,193
Non-vested shares		4		44
Series A-1 convertible preferred stock		17		17

Note D – Cash Equivalents

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


	March 31, 2026				December 31, 2025
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Institutional money market funds	$	435	$	435	$	417	$	417
Total	$	435	$	435	$	417	$	417

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

As of both March 31, 2026 and December 31, 2025, all of the investments listed above were classified as cash equivalents on our condensed consolidated balance sheets.

Note E – Acquired Intangible Assets

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


	As of March 31, 2026
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual property	7-15 years	$	16,841	$	(15,939	)	$	902
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	$	(17,403	)	$	2,959


	As of December 31, 2025
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual property	7-15 years	$	16,841	$	(15,861	)	$	980
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	$	(17,325	)	$	3,037

The weighted average amortization period of our finite-lived intangible assets is 9 years. Amortization expense related to acquired intangibles is estimated at $0.2 million for the remainder of 2026, $0.3 million for the years ending December 31, 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 44% as of March 31, 2026) we have accounted for this investment under the equity method and have elected the fair value option.

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

Remaining Investment

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

The fair value of our equity investment in MiNK at March 31, 2026 was $22.9 million. The total carrying value of our investment in MiNK at March 31, 2026, including the carrying value of the Due from related parties receivable, was approximately $38.7 million.

Our investment in MiNK is considered a significant investee as the carrying value of our total investment is greater than 20% of our total consolidated asset balance. The following tables present summarized balance sheet information as of March 31, 2026 and summarized results of operations for the three months ended March 31, 2026 (in thousands):


	March 31, 2026
Current assets	$	10,022
Non-current assets		355
Current liabilities		7,287
Non-current liabilities		15,776

	Three Months Ended March 31,
	2026
Net loss	$	(2,742	)
Net loss attributable to Agenus		(1,206	)

Note G – Debt

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


Debt instrument	Principal at March 31, 2026		Unamortized Debt Discount			Balance at March 31, 2026
Current Portion:
2015 Subordinated Notes	$	5,087	$	(70	)	$	5,017
Debentures		146		—			146
Promissory Note		24,750		(268	)		24,482
Other		548		—			548
Total	$	30,531	$	(338	)	$	30,193


Debt instrument	Principal at December 31, 2025		Unamortized Debt Discount			Balance at December 31, 2025
Current Portion:
2015 Subordinated Notes	$	10,500	$	(147	)	$	10,353
Zydus Promissory Note		10,000		-			10,000
Debentures		146		-			146
Promissory Note		24,750		(698	)		24,052
Other		104		—			104
Total	$	45,500	$	(845	)	$	44,655

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

Zydus Promissory Note

On January 15, 2026, in connection with the closing of the Zydus Asset Purchase Agreement, $7.0 million of the Zydus Promissory Note was forgiven and $3.0 million was repaid. In the three months ended March 31, 2026, we recognized a $7.0 million gain on debt forgiveness that is included in the gain recognized on the closing of the Zydus transactions. Refer to Note R for more detail.

Subordinated Notes

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

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

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


	Period from December 31, 2025 to March 31, 2026
Liability related to sale of future royalties and milestones - beginning balance	$	280,025
Non-cash royalty revenue		(29,145	)
Non-cash interest expense recognized		13,520
Liability related to sale of future royalties and milestones - ending balance		264,400
Less: unamortized transaction costs		(1,010	)
Liability related to sale of future royalties and milestones, net	$	263,390

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 three months ended March 31, 2026, we recognized $29.1 million of non-cash royalty revenue, and we recorded $8.7 million of related non-cash interest expense related to the HCR Royalty Purchase Agreement.

As royalties are remitted to HCR from GSK, the balance of the recorded liability will be effectively repaid over the life of the HCR Royalty Purchase Agreement. 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 three months ended March 31, 2026, our estimate of the effective annual interest rate over the remaining life of the agreement decreased to 20.0%, which results in a life of contract interest rate of 24.1%.

Ligand Pharmaceuticals

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 expired unexercised in 2025.

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

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

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

As royalties are remitted to us and milestone and sales are earned from the Purchased Assets, the balance of the recorded liability will be effectively repaid over the life of the Ligand Purchase Agreement. 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 March 31, 2026, our estimate of the effective annual interest rate over the life of the Ligand Purchase Agreement remained at 21.0%, which results in a life of contract interest rate of 21.4%.

In January 2026, we entered into an amendment and release agreement (the “Amendment Agreement”) with Ligand related to the Ligand Purchase Agreement and Ligand Warrant. The Amendment Agreement provided for a release by Ligand of liens it had on certain of the Company’s assets in exchange for a modification of the exercise price under the Ligand Warrant from $17.30 per share to $7.50 per share. The accounting impact of the modification was not material.

Note I – Accrued Liabilities

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


	March 31, 2026		December 31, 2025
Payroll	$	9,347	$	9,026
Professional fees		4,719		4,544
Contract manufacturing costs		9,504		3,399
Research services		7,809		8,148
Other		5,608		9,106
Total	$	36,987	$	34,223

Note J – Fair Value Measurements

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


Description	March 31, 2026		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)	$	435	$	435	$	—	$	—
Investment in MiNK Therapeutics, Inc.		22,927		22,927		—		—
Long-term investments		1,088		1,088		—		—
Total	$	24,450	$	24,450	$	—	$	—

Description	December 31, 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)	$	417	$	417	$	—	$	—
Related party note receivable		5,179		—		5,179		—
Investment in MiNK Therapeutics, Inc.		24,277		24,277		—
Long-term investments		1,303		1,303		—
Total	$	31,176	$	25,997	$	5,179	$	—

We measured the Related party note receivable at fair value. The fair value of the Note Receivable was determined using a scenario based present value methodology that was derived by evaluating the nature and terms of the Note Receivable and considering the prevailing economic and market conditions at the balance sheet date, some of which are considered Level 2 inputs under the fair value measurements standard. In January 2026, in accordance with the terms of the note agreement, MiNK repaid the full principal and accrued interest balance.

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

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

The fair value of our outstanding debt balance at March 31, 2026 and December 31, 2025 was $31.0 million and $45.7 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date. The principal amount of our outstanding debt balance at March 31, 2026 and December 31, 2025 was $30.5 million and $

AGENUS INC 10-Q