8-K
AGENUS INC (AGEN)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): January 15, 2026 |
|---|
AGENUS INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-29089 | 06-1562417 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 3 Forbes Road | ||
| Lexington, Massachusetts | 02421 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 781 674-4400 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | AGEN | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on June 3, 2025, Agenus Inc. (the “Company”) and its wholly-owned subsidiary Agenus West, LLC (“Agenus West” and together with the Company, “Agenus”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Zydus Pharmaceuticals (USA) Inc. (subsequently assigned to Zydilac Bio, LLC, “Zydus”), a wholly-owned subsidiary of Zydus Lifesciences Limited, for the sale to Zydus of substantially all of the assets comprising Agenus’ manufacturing operations run primarily through Agenus West (the “Purchased Assets”), including without limitation real estate, equipment and certain assumed contracts. On January 15, 2026, the transactions contemplated by the Purchase Agreement closed. Pursuant to the Purchase Agreement, on January 15, 2026, Agenus received consideration of $75.0 million, less certain reimbursable expenses and other required closing payments.
The disposition of the Purchased Assets constituted a significant business disposition for the purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma financial information required by Item 9.01 is included as Exhibit 99.2 to this Current Report on Form 8-K.
In connection with the closing under the Purchase Agreement, the previously announced License Agreement between the Company and Zydus Lifesciences Limited (which grants Zydus Lifesciences Limited an exclusive license in Sri Lanka and India under the Company’s patents and know-how to develop, manufacture, and commercialize products based on the Company’s proprietary BOT/BAL cancer immunotherapy drug product) also became effective.
The foregoing description of the Purchase Agreement and License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and License Agreement, copies of which were filed, with confidential terms redacted, as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on June 3, 2025, and in connection with the execution of the Purchase Agreement referred to in Item 2.01, the Company and Zynext Ventures USA LLC (“Zynext”), a wholly-owned subsidiary of ZyNext Ventures PTE. LTD Singapore, a wholly-owned subsidiary of Zydus Lifesciences Limited, entered into a Securities Purchase Agreement (the “SPA”), pursuant to which Zynext agreed to purchase 2,133,333 shares of the Company’s common stock (the “Shares”) for an aggregate purchase price of approximately $16.0 million, or $7.50 per share. On January 15, 2026, the transactions contemplated by the SPA closed.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which was filed, with confidential terms redacted, as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Item 7.01 Regulation FD Disclosure.
On January 15, 2026, the Company issued a press release announcing the closings of the transactions contemplated by the Purchase Agreement and SPA described above, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following financial information is included as Exhibit 99.2 to this Current Report on Form 8-K and is filed herewith and incorporated herein by reference:
- Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025
- Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2024 and the nine months ended September 30, 2025
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated January 15, 2026 |
| --- | --- |
| 99.2 | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025 and Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2024 and the nine months ended September 30, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Date: | January 16, 2026 | By: | /s/ Garo H. Armen |
|---|---|---|---|
| Garo H. Armen, Chairman and CEO |
EX-99.1
Exhibit 99.1
Agenus Announces Closing of $141M Strategic Collaboration with Zydus Lifesciences to Advance BOT+BAL and Strengthen U.S. Manufacturing Readiness
2026-01-15
LEXINGTON, Mass.--(BUSINESS WIRE)-- Agenus Inc. (Nasdaq: AGEN), a leader in immuno-oncology innovation, today announced the closing of its previously disclosed strategic collaboration with Zydus Lifesciences Ltd. The agreement is designed to accelerate global development and potential commercialization of Agenus’ botensilimab and balstilimab (BOT+BAL) immunotherapy combination program.
The collaboration provides Agenus with strategic capital and committed, long-term biologics manufacturing capacity in the United States to support BOT+BAL clinical development, authorized early access pathways, and commercial supply preparation.
As part of the collaboration, Agenus has granted Zydus exclusive rights to develop and commercialize BOT and BAL in India and Sri Lanka, with Agenus eligible to receive royalties on net sales in those territories. The collaboration, first announced on June 3, 2025, included the following key financial terms:
Upfront Consideration: $75 million cash payment to Agenus for transfer of biologics manufacturing facilities in Emeryville and Berkeley, California
Equity Investment: $16 million purchase by Zydus of Agenus (AGEN) common stock (~2.1 million shares at $7.50 per share)
Contingent Milestone Payments: Up to $50 million payable to Agenus, triggered by BOT+BAL production orders
Exclusive License: Zydus obtains exclusive rights to develop and commercialize BOT and BAL in India and Sri Lanka, with Agenus eligible to receive a 5% royalty on net sales in those territories
“Closing this collaboration with Zydus strengthens our balance sheet and, critically, secures dedicated U.S.
manufacturing capacity at a pivotal moment for Agenus,” said Dr. Garo Armen Ph.D., Chairman and Chief Executive Officer of Agenus. “With these foundations in place, our focus in 2026 is disciplined execution— advancing our Phase 3 program, broadening paid patient access through authorized pathways, and progressing toward regulatory submission supported by one of the most substantial clinical datasets generated in MSS colorectal cancer.”
Exhibit 99.1
In 2025, the BOT+BAL combination demonstrated a two-year overall survival rate of 42% and a now-mature median overall survival of 21 months in an expanded cohort of 123 patients with third-line or later microsatellite-stable (MSS) metastatic colorectal cancer (mCRC) without active liver metastases. Building on these results, Agenus, in collaboration with Canadian Cancer Trials Group (CCTG) has initiated the global BATTMAN Phase 3 trial, with sites activated and prepared to enroll patients.
Following the closing, the Emeryville and Berkeley, California biologics manufacturing facilities will be transferred to Zydus and housed under a newly formed subsidiary named Zylidac Bio LLC. Agenus has secured committed manufacturing capacity at these U.S. sites to support BOT+BAL supply needs for their clinical trials, global access programs and future commercialization.
This transaction further positions Agenus to execute on its near- and long-term strategy as interest in BOT+BAL continues to grow globally.
Commenting on the finalization of the deal, Dr. Sharvil P. Patel, Managing Director of Zydus
Lifesciences Limited., stated, "With this deal, Zylidac Bio LLC will now provide biologicals manufacturing sites offering CDMO services to biopharmaceutical companies globally. This supports the evolving landscape of biological product manufacturing in the U.S., which prioritizes secure, domestic, and high-quality supply chains for advanced therapies. Zylidac Bio LLC offers a critical, compliant solution for global innovators and allows for a localized supply chain. It reinforces our ability to serve the international biopharmaceutical industry with reliability and innovation."
Advisors
As part of this effort, Agenus was advised by Porrima Ltd and Biotech Value Advisors (BVA), who provided guidance on partner selection, transaction structure, and negotiations.
About Agenus
Agenus is a leading immuno-oncology company targeting cancer with a comprehensive pipeline of immunological agents. The company was founded in 1994 with a mission to expand patient populations bene ting from cancer immunotherapy through combination approaches, using a broad repertoire of antibody therapeutics, adoptive cell therapies (through MiNK Therapeutics) and adjuvants. Agenus has robust end-to-end development capabilities, across commercial and clinical cGMP manufacturing facilities, research and discovery, and a global clinical operations footprint. Agenus is headquartered in Lexington, MA. For more information, visit www.agenusbio.com or @agenus_bio. Information that may be important to investors will be routinely posted on our website and social media channels.
Agenus is committed to responsible patient access to investigational medicines through clinical trials and regulatory-authorized early-access mechanisms. In France, BOT+BAL is available only through the ANSM-authorized AAC framework under a nationally validated protocol, with full government reimbursement for eligible patients treated in hospital.
Exhibit 99.1
About Global Access Pathways
Until marketing authorization is granted, BOT+BAL is accessible only through clinical trials including the planned Phase 3 BATTMAN trial in refractory MSS colorectal cancer and authorized early access mechanisms where permitted and available under each country’s regulatory framework.
For eligible French patients treated in hospitals under AAC meeting the pre-defined criteria, BOT+BAL is fully reimbursed by France’s national health system (Assurance Maladie). Reimbursement is structured as a single, upfront, course-based reimbursement per patient that covers the patient’s full course of therapy according to the national AAC protocol, rather than on a per-dose basis. Once a patient is authorized and treatment is initiated under the protocol, full course of treatment and all subsequent administrations are supplied without additional product charges. In line with AAC requirements, the maximum indemnity applicable to BOT+BAL is declared to the relevant French authorities.
Outside France, access may be available in select countries through paid named-patient programs, which may involve out-of-pocket payment and/or special insurance arrangements depending on local regulations and individual coverage decisions.
About BATTMAN CO.33 Phase 3 Trial
Agenus, in collaboration with the Canadian Cancer Trials Group (CCTG), is initiating a global Phase 3 registrational trial evaluating botensilimab (BOT) plus balstilimab (BAL) versus best supportive care (BSC) in patients with refractory, unresectable microsatellite stable (MSS)/mismatch repair proficient (pMMR) colorectal cancer. The study will be conducted as an international cooperative group trial, led by CCTG and supported by academic networks including AGITG (Australasian Gastro-Intestinal Trials Group) and PRODIGE (France), which comprises Unicancer, GERCOR, and FFCD. The trial will enroll approximately 800 patients across more than 100 sites in Canada, France, Australia, and New Zealand.
About Botensilimab (BOT)
Botensilimab (BOT) is a human Fc enhanced multifunctional anti-CTLA-4 antibody designed to boost both innate and adaptive anti-tumor immune responses. Its novel design leverages mechanisms of action to extend immunotherapy benefits to “cold” tumors which generally respond poorly to standard of care or are refractory to conventional PD-1/CTLA-4 therapies and investigational therapies. Botensilimab augments immune responses across a wide range of tumor types by priming and activating T cells, downregulating intratumoral regulatory T cells, activating myeloid cells and inducing long-term memory responses.
Approximately 1,200 patients have been treated with botensilimab and/or balstilimab in phase 1 and phase 2 clinical trials. In France, botensilimab is accessible only through the ANSM-authorized AAC framework when used as BOT+BAL under the national protocol described above.
Exhibit 99.1
About Balstilimab (BAL)
Balstilimab is a novel, fully human monoclonal immunoglobulin G4 (IgG4) designed to block PD-1 (programmed cell death protein 1) from interacting with its ligands PD-L1 and PD-L2. It has been evaluated in more than 900 patients to date and has demonstrated clinical activity and a favorable tolerability profile in several tumor types. In France, balstilimab is accessible only through the ANSM-authorized AAC framework when used as BOT+BAL under the national protocol described above.
Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding botensilimab and balstilimab, early access pathways, clinical development plans (including BATTMAN), and expected regulatory and clinical timelines, and any other statements containing the words “may,” “believes,” “expects,” “anticipates,” “hopes,” “intends,” “plans,” “forecasts,” “estimates,” “will,” and similar expressions intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, the factors described under the Risk Factors section of our most recent
Annual Report on Form 10-K for 2024, and subsequent Quarterly Reports on Form 10-Q led with the Securities and
Exchange Commission. Agenus cautions investors not to place considerable reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this press release, and Agenus undertakes no obligation to update or revise the statements, other than to the extent required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.
Agenus Investors: 917-362-1370 | investor@agenusbio.com
Agenus Media: 781-674-4422 | communications@agenusbio.com
EX-99.2
Exhibit 99.2
AGENUS INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
On January 15, 2026, Agenus Inc. (the “Company”) and its wholly-owned subsidiary Agenus West, LLC (“Agenus West” and together with the Company, “Agenus”) closed the previously announced transaction (the “Transaction”) with Zydus Pharmaceuticals (USA) Inc. (“Zydus”), a wholly owned subsidiary of Zydus Lifesciences Limited, pursuant to Asset Purchase Agreement (the “Purchase Agreement”), dated as of June 3, 2025, by and among the Company, Agenus West, and Zydus, whereby, among other things, Agenus agreed to sell Zydus substantially all of the assets comprising Agenus’ manufacturing operations run primarily through Agenus West (the “Purchased Assets”), including without limitation real estate, equipment and certain assumed contracts.
As consideration for the sale of the Purchased Assets, Zydus paid the Company $75.0 million at closing (less certain reimbursable expenses and other required closing payments). 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.
Agenus also entered into a license agreement with Zydus (the “License Agreement”) under which, upon closing of the Purchase Agreement, Zydus received an exclusive license to develop, manufacture and commercialize botensilimab and balstilimab in India and Sri Lanka (the “Territory”) in exchange for a royalty on net sales at a rate of 5%, as may be adjusted by the occurrence of certain contingencies, for a period ending at the later of the expiration of our patent rights in a given country in the Territory or 10 years following first commercial sale in such country.
Additionally, in connection with the Purchase Agreement, Agenus 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 Agenus’ 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 Agenus and Zydus, indemnification obligations of the parties and certain other obligations of the parties. Closing of the transaction was subject to customary conditions, including receipt of all required government approvals, as well as the entry into a contract manufacturing agreement (under which Agenus will use Zydus for agreed manufacturing needs), and the consummation of the transactions contemplated by the SPA and the License Agreement.
Management 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 the Company’s Condensed Consolidated Balance Sheet as of September 30, 2025.
The unaudited pro forma condensed consolidated financial information (or “pro forma financial information”) presents the pro forma financial position and results of operations after giving effect to the Transaction. Specifically, the unaudited pro forma condensed consolidated balance sheet reflects adjustments that depict the accounting for the Transaction required by GAAP (“pro forma balance sheet transaction accounting adjustments”) as of September 30, 2025 while the unaudited pro forma condensed consolidated statements of operations reflect adjustments that depict the effects of the pro forma balance sheet transaction accounting adjustments assuming those adjustments were made as of January 1, 2024 (“pro forma income statement transaction accounting adjustments”). We refer to pro forma balance sheet transaction accounting adjustments and pro forma income statement transaction accounting adjustments collectively as “transaction accounting adjustments.” The transaction accounting adjustments are described in the accompanying notes.
The pro forma financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The pro forma financial information is based upon available information and assumptions that management
considers to be reasonable, and such assumptions have been made solely for purposes of developing such pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The pro forma financial information is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Transaction occurred on the dates indicated. In addition, these pro forma financial statements should not be considered to be indicative of the future financial performance and results of operations of the Company.
The pro forma financial information should be read in conjunction with the historical financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the SEC on November 10, 2025.
AGENUS INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2025
(in thousands, except share and per share amounts)
| Transaction <br>Accounting <br>Adjustments | Pro Forma | |||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Cash and cash equivalents | 3,458 | $ | 58,445 | (a) | $ | 61,903 |
| Accounts receivable | 538 | 538 | ||||
| Related party note receivable from MiNK Therapeutics, Inc. | 5,725 | 5,725 | ||||
| Prepaid expenses | 885 | 885 | ||||
| Assets held for sale | 122,149 | (122,149) | (b) | - | ||
| Other current assets | 1,195 | 7,500 | (c) | 8,695 | ||
| Total current assets | 133,950 | (56,204) | 77,746 | |||
| Property, plant and equipment, net of accumulated amortization and depreciation of 47,166 at September 30, 2025 | 15,987 | 15,987 | ||||
| Operating lease right-of-use assets | 8,027 | 8,027 | ||||
| Goodwill | 24,092 | 24,092 | ||||
| Acquired intangible assets, net of accumulated amortization of 17,240 at September 30, 2025 | 3,122 | 3,122 | ||||
| Equity method investment in MiNK Therapeutics, Inc. | 30,482 | 30,482 | ||||
| Due from related parties (MiNK Therapeutics, Inc.) | 15,043 | 15,043 | ||||
| Contingent consideration receivable | - | 37,000 | (d) | 37,000 | ||
| Other long-term assets | 3,188 | 3,188 | ||||
| Total assets | 233,891 | $ | (19,204) | $ | 214,687 | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||
| Current portion, long-term debt | 10,610 | $ | (5,413) | (e) | $ | 5,197 |
| Current portion, liability related to sale of future royalties and milestones | 103,047 | 103,047 | ||||
| Current portion, deferred revenue | 45 | 45 | ||||
| Current portion, operating lease liabilities | 1,113 | 1,113 | ||||
| Accounts payable | 85,289 | 85,289 | ||||
| Accrued liabilities | 31,752 | (2,250) | (e) | 29,502 | ||
| Liabilities held for sale | 54,566 | (54,566) | (b) | - | ||
| Other current liabilities | 710 | 710 | ||||
| Total current liabilities | 287,132 | (62,229) | 224,903 | |||
| Long-term debt, net of current portion | 23,599 | 23,599 | ||||
| Liability related to sale of future royalties and milestones, net of current portion | 192,126 | 192,126 | ||||
| Deferred revenue, net of current portion | 1,143 | 1,143 | ||||
| Operating lease liabilities, net of current portion | 10,383 | 10,383 | ||||
| Other long-term liabilities | 376 | 376 | ||||
| Commitments and contingencies | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||
| Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at September 30, 2025; liquidation value of 34,263 at September 30, 2025 | - | - |
All values are in US Dollars.
| Common stock, par value 0.01 per share; 800,000,000 shares authorized; 32,814,429 shares issued and outstanding at September 30, 2025 (excluding 2,133,333 shares issuable upon completion of the Transaction) | 329 | 21 | (f) | 350 | ||
|---|---|---|---|---|---|---|
| Additional paid-in capital | 1,899,281 | 5,544 | (f) | 1,904,825 | ||
| Accumulated other comprehensive loss | (1,560) | (1,560) | ||||
| Accumulated deficit | (2,172,187) | 37,460 | (g) | (2,134,727) | ||
| Total stockholders’ deficit attributable to Agenus Inc. | (274,137) | 43,025 | (231,112) | |||
| Non-controlling interest | (6,731) | (6,731) | ||||
| Total stockholders’ deficit | (280,868) | 43,025 | (237,843) | |||
| Total liabilities and stockholders’ deficit | 233,891 | $ | (19,204) | $ | 214,687 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
AGENUS INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Nine months ended September 30, 2025
(in thousands, except per share amounts)
| Historical | TransactionAccountingAdjustments | Pro Forma | |||||
|---|---|---|---|---|---|---|---|
| Revenue: | |||||||
| Research and development | $ | 1,421 | $ | 1,421 | |||
| Service revenue | 1,036 | 1,036 | |||||
| Non-cash royalty revenue related to the sale of future royalties | 77,535 | 77,535 | |||||
| Total revenues | 79,992 | 79,992 | |||||
| Operating expenses: | |||||||
| Cost of revenue | (1,022) | (1,022) | |||||
| Research and development | (71,827) | (h) | (51,588) | ||||
| General and administrative | (42,097) | (i) | (37,283) | ||||
| Fair value adjustments | 387 | 387 | |||||
| Operating loss | (34,567) | (9,514) | |||||
| Other income (expense): | |||||||
| Non-operating income (expense) | (19,574) | (19,574) | |||||
| Gain from deconsolidation of MiNK Therapeutics, Inc. | 100,924 | 100,924 | |||||
| Interest expense, net | (39,254) | (j) | (39,098) | ||||
| Net income (loss) | 7,529 | 32,738 | |||||
| Dividends on Series A-1 convertible preferred stock | (162) | (162) | |||||
| Less: net loss attributable to non-controlling interest | (3,164) | (3,164) | |||||
| Net income (loss) attributable to Agenus Inc. common stockholders | $ | 10,531 | $ | 35,740 | |||
| Per common share data: | |||||||
| Net income (loss) attributable to Agenus Inc. comm stockholders: | |||||||
| Basic | $ | 0.37 | $ | 1.18 | (m) | ||
| Diluted | $ | 0.37 | $ | 1.18 | (m) | ||
| Weighted average number of Agenus Inc. common shares outstanding: | |||||||
| Basic | 28,184 | (l) | 30,317 | ||||
| Diluted | 28,264 | (l) | 30,397 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
AGENUS INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Twelve months ended December 31, 2024
(in thousands, except per share amounts)
| Historical | TransactionAccountingAdjustments | Pro Forma | |||||
|---|---|---|---|---|---|---|---|
| Revenue: | |||||||
| Research and development | $ | 482 | $ | 482 | |||
| Service revenue | 2,003 | 2,003 | |||||
| Royalty sales milestone | - | - | |||||
| Non-cash revenue related to the sale of future royalties | 100,978 | 100,978 | |||||
| Total revenues | 103,463 | 103,463 | |||||
| Operating expenses: | |||||||
| Cost of service revenue | (486) | (486) | |||||
| Research and development | (155,528) | (h) | (126,348) | ||||
| General and administrative | (71,878) | (i) | (65,336) | ||||
| Fair value adjustments | 3,954 | 3,954 | |||||
| Operating loss | (120,475) | (84,753) | |||||
| Other income (expense): | |||||||
| Loss on modification of debt | - | - | |||||
| Non-operating income | 5,830 | 5,830 | |||||
| Gain on derecognition of Purchased Assets | - | (k) | 37,227 | ||||
| Interest expense, net | (117,626) | (j) | (116,453) | ||||
| Net loss | (232,271) | (158,149) | |||||
| Dividends on Series A-1 convertible preferred stock | (215) | (215) | |||||
| Less: net loss attributable to non-controlling interest | (5,059) | (5,059) | |||||
| Net loss attributable to Agenus Inc. common stockholders | $ | (227,427) | $ | (153,305) | |||
| Per common share data: | |||||||
| Basic and diluted net loss attributable to Agenus Inc. common stockholders | $ | (10.59) | $ | (6.49) | (m) | ||
| Weighted average number of Agenus Inc. common shares outstanding: | |||||||
| Basic and diluted | 21,473 | (l) | 23,606 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
AGENUS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
(in thousands, except share and per share amounts)
(unaudited)
The following is a description of the transaction accounting adjustments reflected in the unaudited pro forma consolidated financial statements based on preliminary estimates, which may change as additional information is obtained.
- Sale Proceeds and Equity Issuance: Represents the net adjustment of $58.4 million to cash resulting from the sale of the Purchased Assets and equity issuance:
| September 30, | |||
|---|---|---|---|
| (in thousands) | 2025 | ||
| Gross cash proceeds from sale | $ | 75,000 | (g) |
| Settlement of debt | (7,663) | (e) | |
| Payment of transaction costs | (5,750) | (g) | |
| Settlement of finance lease liability | (10,842) | (b)(g) | |
| Gross cash proceeds from equity issuance | 16,000 | (f) | |
| Payment of equity issuance costs | (800) | (f) | |
| Net proceeds | 65,945 | ||
| Cash held in escrow | (7,500) | (c) | |
| Net cash received at closing | $ | 58,445 |
- Derecognition of the Purchased Assets: Includes an adjustment of $122.1 million to derecognize assets classified as held for sale and an adjustment of $54.6 million to derecognize the liabilities classified as held for sale.
The following table summarizes the carrying value of the components of the Purchased Assets, classified as assets and liabilities held for sale within the Unaudited Condensed Consolidated Pro Forma Balance Sheet, in connection with the Transaction:
| September 30, | ||
|---|---|---|
| (in thousands) | 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 |
Other current assets: Represents a $7.5 million receivable related to the portion of sale proceeds held in twelve-month escrow.
Contingent consideration receivable: Represents the estimate of the contingent payments that may be earned based on usage by Agenus of Zydus’ manufacturing business during the 36-month period following the closing. The estimated amount of $37.0 million was determined using a probability-weighted scenario analysis. This amount is reflected as an asset in the unaudited combined pro forma balance sheet in accordance with ASC 805, Business Combinations. Changes in the estimated fair value of the contingent consideration, if any, will be recognized in earnings in subsequent periods as required under ASC 805-30-35.
Current portion, long-term debt and accrued liabilities: Represents the settlement of debt in connection with the Transaction.
Equity Issuance: Includes an adjustment of $0.1 million to Common stock and $5.5 million to Additional paid-in capital to reflect the issuance of 2,133,333 shares of the Company's common stock for an aggregate purchase price of approximately $16.0 million, or $7.50 per share upon completion of the Transaction. Approximately $0.8 million in issuance costs were incurred. Additionally, of the aggregate purchase price of $16.0 million, the Company allocated approximately $9.6 million as a share premium for consideration of the Purchased Assets. Refer to note (g) for further details.
Accumulated deficit: The cumulative adjustments resulted in an adjustment to accumulated deficit of $37.5 million related to the gain recognized upon the derecognition of the Purchased Assets on September 30, 2025. The estimated gain was computed as follows:
| September 30, | |||
|---|---|---|---|
| (in thousands) | 2025 | ||
| Consideration recognized | |||
| Cash proceeds from sale | $ | 58,408 | (a) |
| Cash received for share premium | 9,635 | (f) | |
| Contingent consideration | 37,000 | (d) | |
| Total consideration recognized | 105,043 | ||
| Less: Carrying value of the Purchased Assets | (67,583) | (b) | |
| Estimated gain on derecognition of Purchased Assets | $ | 37,460 |
- Research and development: Includes adjustments for the elimination of internal costs associated with Purchased assets, including the elimination of depreciation expense, a reduction of lease expense related to the assignment of the facility and machinery leases, and a reduction of personnel costs. The net adjustment to Research and development expense for the nine months ended September 30, 2025 and the year ended December 31, 2024 and was calculated as follows:
| (in thousands) | September 30, | December 31, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Elimination of depreciation expense | $ | 5,816 | $ | 7,863 | |
| Reduction of facility and machinery lease expense | 5,113 | 7,724 | |||
| Reduction of personnel expense | 9,310 | 13,594 | |||
| $ | 20,239 | $ | 29,180 |
- General and administrative: Includes adjustments for the elimination of internal costs associated with Purchased assets, including the elimination of depreciation expense, a reduction of lease expense related to the assignment of the facility and machinery leases, and a reduction of personnel costs. The net adjustment to General and administrative expense for the nine months ended September 30, 2025 and the year ended December 31, 2024 and was calculated as follows:
| (in thousands) | September 30, | December 31, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Elimination of depreciation expense | $ | 1,446 | $ | 1,829 | |
| Reduction of facility and machinery lease expense | 1,601 | 2,519 | |||
| Reduction of personnel expense | 1,767 | 2,194 | |||
| $ | 4,814 | $ | 6,542 |
- Interest expense, net: Includes an adjustment for the reduction of finance lease interest expense associated with the Purchased assets.
- Gain on derecognition of Purchased Assets: Represents the estimated gain recognized upon the derecognition of the Purchased Assets on January 1, 2024, which reflects the carrying value of the Purchased Assets as of that date. The estimated gain was computed as follows:
| January 1, | |||
|---|---|---|---|
| (in thousands) | 2024 | ||
| Consideration recognized | |||
| Cash proceeds from sale | $ | 58,408 | (a) |
| Cash received for share premium | 9,635 | (f) | |
| Contingent consideration | 37,000 | (d) | |
| Total consideration recognized | 105,043 | ||
| Less: Carrying value of the Purchased Assets | (67,816) | ||
| Estimated gain on derecognition of Purchased Assets | $ | 37,227 |
- Basic and Diluted Weighted Average Number of Shares Outstanding: The number of shares used in calculating the pro forma combined basic and diluted net loss per share has been adjusted to reflect the issuance of 2,133,333 shares of Agenus common stock to Zynext pursuant to the SPA. For the nine months ended September 30, 2025 and for the year ended December 31, 2024, the pro forma weighted average shares have been calculated as follows:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| (in thousands) | Basic | Basic |
| Historical weighted average number of Agenus common shares outstanding | 28,184 | 21,473 |
| Common stock issued to Zynext in connection with the SPA, assuming consummation of the transaction as of January 1, 2024 | 2,133 | 2,133 |
| Pro forma weighted average number of common shares outstanding | 30,317 | 23,606 |
| September 30, | December 31, | |
| 2025 | 2024 | |
| (in thousands) | Diluted | Diluted |
| Historical weighted average number of Agenus common shares outstanding | 28,264 | 21,473 |
| Common stock issued to Zynext in connection with the SPA, assuming consummation of the transaction as of January 1, 2024 | 2,133 | 2,133 |
| Pro forma weighted average number of common shares outstanding | 30,397 | 23,606 |
- Basic and Diluted Net Income (Loss) Per Share: The net income (loss) per share attributable to Agenus common stockholders (basic and diluted) has been calculated based on the pro forma weighted average common shares outstanding (basic and diluted) of Agenus, which includes the adjustment to reflect the issuance of 2,133,33 shares of Agenus common stock to Zynext pursuant to the SPA. For the nine months ended September 30, 2025 and for the year ended December 31, 2024, pro forma net income (loss) per share attributable to Agenus common stockholders have been calculated as follows:
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in thousands, except per share data) | Basic | Basic | ||
| Pro forma net income (loss) attributable to Agenus common stockholders | $ | 35,740 | $ | (153,305) |
| Pro forma weighted average number of common shares outstanding | 30,317 | 23,606 | ||
| Pro forma net income (loss) per share attributable to Agenus common stockholders | $ | 1.18 | $ | (6.49) |
| September 30, | December 31, | |||
| 2025 | 2024 | |||
| (in thousands, except per share data) | Diluted | Diluted | ||
| Pro forma net income (loss) attributable to Agenus common stockholders | $ | 35,740 | $ | (153,305) |
| Pro forma weighted average number of common shares outstanding | 30,397 | 23,606 | ||
| Pro forma net income (loss) per share attributable to Agenus common stockholders | $ | 1.18 | $ | (6.49) |