AGENUS INC

September 30, 2026

Note A – Business, Liquidity and Basis of Presentation

Business:

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 lead clinical program is botensilimab (“BOT” or “AGEN1181”), alone and in combination with balstilimab (“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").

Our discovery platforms, antibody programs, STIMULON cpcQS-21 adjuvant platform and the allogeneic invariant natural killer T-Cell pipeline controlled by MiNK are described in Item 2 of this report and in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"). Following our strategic realignment announced in December 2024, we prioritized the BOT and BAL programs and temporarily paused certain non-core preclinical and clinical activities while we evaluate partnering and targeted funding opportunities.

Liquidity and Going Concern:

We have incurred significant losses since our inception in 1994. As of September 30, 2026, we had an accumulated deficit of$2.1 billion.

During the nine months ended September 30, 2026, we materially strengthened our liquidity position. MiNK repaid a $5.2 million related-party note receivable, and we closed agreements with Zydus Lifesciences Ltd ("Zydus") and its affiliates, under which we received $91.0 million of consideration, subject to certain adjustments. These adjustments include reimbursable expenses, other required closing payments, including approximately $5.8 million of transaction expenses, and $7.5 million placed into a twelve-month escrow, which is to be released in accordance with the predefined parameters set forth in the Zydus agreements. See Note R for further discussion of the proceeds received in connection with the Zydus closing.

On July 15, 2026, we closed a private placement (the "Private Placement") with certain institutional and other accredited investors (each, a "Purchaser" and collectively, the "Purchasers"). The Company agreed to issue and sell (i)1,626,015 shares of the Company’s common stock, (ii)21,409,212 pre-funded warrants, (iii) accompanying Series A purchase warrants to purchase 21,144,277 shares of common stock and (iv) accompanying Series B purchase warrants to purchase 33,797,214 shares of common stock. The aggregate gross proceeds received upfront was approximately $85.0 million, before deducting placement expenses, with up to an additional $255.0 million in gross proceeds upon exercise of the Series A Warrants and Series B Warrants, assuming the exercise in full of such warrants. Exercise of the warrants is at the discretion of the holders and no assurance can be given that the Company will receive any warrant proceeds. See Note N for the terms of the private placement, including the exercise prices of the warrants and the milestone-based provisions governing their expiration.

As of September 30, 2026, we had cash and cash equivalents of$66.9 million, compared with $3.0 million as of December 31, 2025. The September 30, 2026 cash balance excludes the $7.6 million held in escrow under the Zydus agreements, including $0.1 million of accrued interest, which is releasable to the Company in accordance with the predefined provisions of those agreements, and does not reflect outstanding receivables under our early access programs for BOT/BAL — including France’s Autorisation d’Accès Compassionnel (“AAC”) framework and paid named patient programs in other jurisdictions where permitted — under which we have received $5.9 million during the third quarter of 2026 and we expect to receive the remaining balance, net of accrued rebates, of $11.8 million.

Based on our current operating plan and projections, our existing cash and cash equivalents, together with the net proceeds of the Private Placement, are expected to fund our operations and capital expenditure requirements through the third quarter of 2027, assuming no exercise of the Series A or Series B Warrants. These projections reflect anticipated revenues from our early access programs and scheduled debt payments in the look-forward period, the majority of which is secured by certain real estate properties. However, advancing our planned registration and commercialization strategy for BOT and BAL, and funding the company through achievement of profitability, will require additional capital.

We have historically financed our operations through corporate partnerships, advance royalty transactions, and debt and equity financings. 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 date these condensed consolidated financial statements are issued. The consolidated financial statements have been prepared assuming we will continue as a going concern and contemplate the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Basis of Presentation:

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

The preparation of consolidated financial statements in conformity with U.S. 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 is included in the consolidated balance sheets as a component of accumulated other comprehensive 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 nine months ended September 30, 2026, as compared to the significant accounting policies disclosed in Note 2 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Note C – Net Income Per Share

The Company follows the two-class method when computing net income per share as the Company has issued instruments which meet the definition of participating securities. The two-class method determines net income for each class of common shares according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires net income for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all earnings for the period had been distributed.

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

Basic net income per common share is calculated by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding which includes common shares issuable under our Amended and Restated Directors’ Deferred Compensation Plan, or “DDCP” and the weighted average pre-funded warrants, which were issued in July 2026, for the purchase of shares of common stock, for which the remaining unfunded exercise price is $0.01 per share. See Note N for more information on the pre-funded warrants. Diluted income per common share is calculated by dividing income 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. 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, 2026 and 2025, as they would be anti-dilutive (in thousands):

The Company's participating securities are comprised of the Series A and Series B Warrants issued in connection with the Private Placement, which contractually entitle the holders of such securities to participate in dividends but do not contractually require the holders of such securities to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities.

Note D –Cash Equivalents

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

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

As of both September 30, 2026 and December 31, 2025, all of the investments listed above were classified as cash equivalents on our condensed consolidated balance sheets.

Note E – Acquired Intangible Assets

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

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 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%, resulting in a loss of control. As a result, MiNK was deconsolidated in the quarter ended September 30, 2025. We retain the ability to exercise significant influence with ownership of approximately 43% as of September 30, 2026. In accordance with ASC 825, we have made the irrevocable election to measure our investment and all other eligible interest in MiNK at fair value.

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

The fair value of our equity investment in MiNK at September 30, 2026 was $27.3 million. The total carrying value of our investment in MiNK at September 30, 2026, including the carrying value of the Due from related party receivable, was approximately $43.6 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, 2026 and summarized results of operations for the three and nine months ended September 30, 2026 (in thousands):

The summarized amounts presented above are provided solely to satisfy the disclosure requirements applicable to a significant investee. They are not recognized in our results of operations, which reflect the fair value option election described above.

Note G – Debt

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

As of September 30, 2026 and December 31, 2025, the principal amount of our outstanding debt balance was $30.2 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 thenine months ended September 30, 2026, we recognized a $7.0 million gain on debt forgiveness that is included in the gain recognized on the closing of the Zydus transactions. Refer to Note R for more detail.

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.

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

•

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

•

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

•

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

•

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

•

committed to registering the New Warrants with the Securities and Exchange Commission within ninety (90) days after June 29, 2026, which has been completed.

This Amendment was accounted for as a debt modification. As part of the Amendment, we recorded debt discount of approximately $0.2 million, representing the fair value of the new and modified warrants. This amount is presented net of the liability in our condensed consolidated balance sheets and will be amortized to interest expense over the term of the 2015 Subordinated Notes.

Promissory Note

On August 12, 2026, the Company, through a subsidiary, amended its promissory note with Ocean 1181 LLC (the "Lender") to extend the maturity date of the outstanding principal balance of $24.8 million from November 30, 2026 to November 30, 2029 in exchange for an extension fee of $0.2 million. No other material terms of the promissory note were modified, including the applicable interest rate.

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

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

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 sheets that will be recognized into revenue in proportion to the royalty payments from GSK to HCR over the estimated life of the HCR Royalty Purchase Agreement. The liability is classified between the current and non-current portion of liability related to sale of future royalties and milestones in the condensed consolidated balance sheets based on the estimated royalty payments to be received by HCR in the next 12 months from the financial statement reporting date.

During the nine months ended September 30, 2026, we recognized $82.7 million of non-cash royalty revenue, and we recorded $26.0 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 thenine months ended September 30, 2026, our estimate of the effective annual interest rate over the remaining life of the agreement increased to 24.3%, which results in a life of contract interest rate of 24.2%.

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 Sharp & 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 BOT and BAL (collectively the “Purchased Assets”). In the event that we relicense the programs in the Covered License Agreements, Ligand would retain its economic interest in any new agreement.

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):

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

The Purchaser Upsize Option expired unexercised in 2025.

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, 2026, we recorded $15.5 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, 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 September 30, 2026 and December 31, 2025 (in thousands):

Note J – Fair Value Measurements

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

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 September 30, 2026 and December 31, 2025 was $32.5 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 September 30, 2026 and December 31, 2025 was $30.2 million and $45.5 million, respectively.

Note K – Revenue from Contracts with Customers

Pre-commercial Product Revenue

During the year ended December 31, 2025, we began recognizing pre-commercial product revenue for BOT plus BAL ("BOT/BAL") provided to patients through regulatory-authorized early access pathways, including France's Autorisation d'Accès Compassionnel ("AAC") framework and paid named patient programs ("NPPs") in jurisdictions where permitted.

For the three and nine months ended September 30, 2026, we recognized approximately$6.1 million and$17.0 million of net revenue under these programs, respectively.

Revenue is recognized as the gross amount invoiced to the customer, less reserves for estimated variable consideration, consisting primarily of government rebates, when the customer (hospital or physician) obtains control of the product at delivery. The estimated variable consideration is fully constrained until the calculations are finalized with the government authority and remitted annually. For the three and nine months ended September 30, 2026, our estimate of rebates reduced reported revenue by approximately $3.5 million and $6.4 million, respectively.

Zydus License Agreement

In January 2026, we entered into a license agreement (see Note R) with Zydus under which Zydus received an exclusive license to develop, manufacture and commercialize BOT and BAL in India and Sri Lanka in exchange for a royalty on net sales at a rate of 5%, as may be adjusted by the occurrence of certain contingencies, for a period ending at the later of the expiration of our patent rights in a given country in the Territory or 10 years following first commercial sale in such country. We identified one performance obligation in the arrangement; the license of BOT and BAL. The consideration in the arrangement is variable and subject to the sales-based royalty constraint. For thenine months ended September 30, 2026, no revenue was recognized.

Disaggregation of Revenue

The following table presents revenue (in thousands) for the three andnine months ended September 30, 2026 and 2025, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations.

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, other than those related to Zydus as described in Note R. We hadno 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 and accrued rebates (in thousands):

During the nine months ended September 30, 2026, we did not recognize any revenue from amounts included in the contract asset or the contract liability balances from performance obligations satisfied in previous periods. None of the costs to obtain or fulfill a contract were capitalized.

Note L – Share-based Compensation Plans

In June 2026, our stockholders approved an amendment to our Amended and Restated 2019 Equity Incentive Plan (the "2019 EIP") that increased the maximum number of shares of our common stock available for issuance under our 2019 EIP by 5.0 million shares.

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

A summary of option activity for thenine months ended September 30, 2026 is presented below:

The weighted average grant-date fair values of stock options granted during the nine months ended September 30, 2026 and 2025 were$4.30 and $2.98, respectively.

On June 16, 2026, our stockholders approved a one-time exchange of options to purchase shares of our common stock issued under our 2019 EIP, the Amended and Restated 2009 Equity Incentive Plan (the “2009 EIP”), and the Company’s 2015 Inducement Equity Plan (the “2015 Plan” and, together with the 2019 EIP and 2009 EIP, the “Equity Plans”) that were held by our executive officers, other employees, consultants, and non-employee directors, for new options to purchase shares of our common stock (the “Option Exchange”). Pursuant to the Option Exchange, eligible options were cancelled in exchange for an equal number of new options to purchase shares of common stock with an exercise price greater than or equal to the fair market value of the Company’s common stock at the time of the Option Exchange and a term of the option that extends ten years from the date of grant. An eligible stock option generally included any outstanding stock option that had an exercise price equal to or greater than $2.50 per share and greater than the closing price of the Company’s common stock on the date of the Option Exchange, that vested based on continued service with the Company or based on the achievement of performance milestones and that was granted under the Equity Plans. The Option Exchange resulted in the re-pricing of 2,054,413 options. Of these,1,498,024 awards were repriced to an exercise price of $4.47 and the remaining 556,389 awards were repriced to an exercise price of $2.98. The vesting conditions of the modified options remained the same and the modified awards have a 10-year term. Total expected incremental share-based compensation expense resulting from the modification is approximately $1.9 million, of which $1.8 million relates to vested awards and was recognized immediately with $0.1 million being recognized over the remaining vesting period.

In August 2026, the Compensation Committee of the Board of the Company approved a special share-based compensation package for our CEO containing stock options to purchase a total of 1,971,500 shares. The stock options are split evenly between five tranches, each containing 394,300 stock options, which require i) a service period of 3 years and ii) the Company's share price being greater than or equal to the specified trading multiple of the negotiated share price of $7.78. The trading multiples of tranches one through five are 3x, 4x, 5x, 6x, and 8x respectively. The trading multiple requirement to vest is considered to be a market-based vesting condition. The Company considered the market and service conditions for vesting, which must both be met to vest, and determined the requisite service period to be 3 years, the stock options themselves have a maximum term of 10 years. These stock options were valued using a Monte Carlo simulation valuation methodology.

During the nine months ended September 30, 2026, all options, other than those granted to our CEO described above, were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date.

As of September 30, 2026, there was approximately$30.8 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 2.7 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 thenine months ended September 30, 2026 is presented below:

As of September 30, 2026, there was approximately$283,000 of unrecognized share-based compensation expense related to these non-vested shares and non-vested shares granted under a subsidiary plan which will be recognized over a period of 2.8 years.

During the nine months ended September 30, 2026,1,009,782 shares were issued as a result of stock option exercises,28,651 shares were issued under the 2019 Employee Stock Purchase Plan, and 486,686 shares were issued as a result of the vesting of non-vested stock.

The impact on our results of operations from share-based compensation for the three andnine months ended September 30, 2026 and 2025, was as follows (in thousands):

Note M – Restricted Cash

As of September 30, 2026, and December 31, 2025, we maintained non-current restricted cash of $1.0 million and $1.7 million, respectively. These amounts are included within “Other long-term assets” in our condensed consolidated balance sheets and are comprised of deposits under letters of credit required under our facility lease.

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):

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 nine months ended September 30, 2026, we received net proceeds of approximately $15.1 million, from the sale of approximately 3.9 million shares of our common stock in at-the-market offerings under the Sales Agreement. No common stock was sold in at-the-market offerings under the Sales Agreement during the three months ended September 30, 2026.

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.

In connection with the Zydus Asset Purchase Agreement and Securities Purchase Agreement described in Note R, on January 15, 2026, we issued to Zynext Ventures USA LLC 2,133,333 shares of our common stock and allocated $7.2 million of consideration from the Zydus Agreements to this sale, based on the fair value of our common stock on the closing date.

On January 10, 2025, we entered into a payment agreement with Medpace, Inc. ("Medpace"), pursuant to which we agreed with Medpace to certain matters related to payments due to Medpace by us under a master services agreement with Medpace dated June 8, 2022. In connection with the agreements set forth in the payment agreement, we issued to Medpace in a private issuance 1,318,084 shares of our common stock (the "Medpace Shares"). The Medpace Shares were issued to and were held by Medpace as a deposit and to provide security for our payment obligations to Medpace under the payment agreement.

In connection with a modification of the payment terms as provided for in the payment agreement, on December 29, 2025, we entered into a forbearance agreement with Medpace pursuant to which we agreed, among other things, to register for resale the Medpace Shares. In addition, Medpace agreed to, under certain circumstances if applicable (including the payment in cash by us of amounts due under the payment agreement), return some or all of the Medpace Shares to us. As of and for the year ended December 31, 2025, these shares were deemed to be contingently returnable and as such, the Medpace Shares were not deemed outstanding as of December 31, 2025. In connection with the closing of the Zydus Asset Purchase Agreement in January 2026, we fully settled our obligation to Medpace in cash. As such, Medpace returned all of the 1,318,084 shares to us.

On July 13, 2026, the Company entered into a Securities Purchase Agreement for a private placement with certain institutional and other accredited investors. The closing of the Private Placement occurred on July 15, 2026, subject to the satisfaction of customary closing conditions.

Under the terms of the Purchase Agreement, the Company has sold (i)1,626,015 shares of the Company’s common stock, (ii)21,409,212 pre-funded warrants, (iii) accompanying Series A purchase warrants to purchase 21,144,277 shares of common stock at an exercise price of $4.02 per share and (iv) accompanying Series B purchase warrants to purchase 33,797,214 shares of common stock at an exercise price of $5.03 per share. The combined effective purchase price per share, or per pre-funded warrant less its exercise price, together with the accompanying Series A Warrant and Series B Warrant, was $3.69. The aggregate gross proceeds received were approximately $85.0 million, before deducting Private Placement expenses, with up to an additional $255.0 million in gross proceeds upon exercise of the Series A Warrants and Series B Warrants, assuming the exercise in full of such warrants.

The pre-funded warrants have an exercise price of $0.01 per share, are exercisable immediately, do not expire until exercised in full, and contain customary beneficial ownership limitation provisions. The pre-funded warrants are equity-classified. See Note C for their treatment in the computation of basic net income per share.

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

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

Exercise of the Series A Warrants and Series B Warrants is at the discretion of the holders. No assurance can be given that any such warrants will be exercised or that the Company will receive any additional proceeds from them. The Series A Warrants and Series B Warrants are equity-classified. No pre-funded warrants, Series A Warrants, or Series B Warrants have been exercised as of September 30, 2026.

Note O – Non-controlling Interest

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

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

Deconsolidation of a subsidiary

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

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 forthree 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$0.2 million and$0.5 million for the three and nine months ended September 30, 2026, are included as a contra-expense in “Operating expenses” in our condensed consolidated statements of operations and comprehensive income and “Due from related party,” of $16.3 million as of September 30, 2026, 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 set forth the terms and conditions, including representations and warranties, for MiNK's issuance and sale of the Note to us.

The Note carried an annual interest rate of 2% (the “Interest Rate”) that accrued from the date funds are paid or advanced by us to MiNK. Interest accrued and was not payable until converted or paid in connection with the repayment in full of the principal amount of the Note. The Note provided that MiNK would pay us, on request, the principal amount outstanding, together with any unpaid interest, on or after January 1, 2026. In January 2026, MiNK repaid us the full $5.2 million (representing the then outstanding principal and accrued interest).

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, 2026, we expensed Wolf Greenfield fees totaling approximately $5,000 and $20,000, respectively, and for the three andnine months ended September 30, 2025, we expensed Wolf Greenfield fees totaling approximately $4,000 and $167,000, 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 astwo segments. However, we have concluded that our operating segments meet the criteria required by Accounting Standards Codification (“ASC”) 280 to be aggregated intoone 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 haveone reportable segment. Ourone reportable segment is focused on the discovery and development 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 income (loss), as included in the condensed consolidated statements of operations and comprehensive income, 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 andnine months ended September 30, 2026 and 2025 (in thousands):

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 – Sale of Manufacturing Facilities to Zydus

On January 15, 2026, we completed the previously announced sale of substantially all of the assets comprising our manufacturing operations (the “Purchased Assets”) to Zydus pursuant to the Asset Purchase Agreement (“Purchase Agreement”) entered into on June 3, 2025.

In connection with the Purchase Agreement, on January 15, 2026, we also entered into the previously announced license agreement with Zydus (the “License Agreement”) under which Zydus received an exclusive license to develop, manufacture and commercialize BOT and BAL in India and Sri Lanka (the “Territory”) in exchange for a royalty on net sales at a rate of 5%, as may be adjusted by the occurrence of certain contingencies, for a period ending at the later of the expiration of our patent rights in a given country in the Territory or 10 years following first commercial sale in such country.

Also in connection with the Purchase Agreement, on January 15, 2026, we completed the previously announced sale of 2,133,333 shares of our common stock for an aggregate purchase price of approximately $16.0 million, or $7.50 per share to Zynext Ventures USA LLC (“Zynext”), an indirect wholly-owned subsidiary of Zydus Lifesciences Limited under the Securities Purchase Agreement (the “SPA” and together with the License Agreement and Purchase Agreement the “Zydus Agreements”). As the amount paid for the shares under the SPA was in excess of their fair value, $8.8 million of the consideration associated with the SPA was allocated to the Purchase Agreement.

Because the Purchase Agreement represents the sale of nonfinancial assets to a counterparty that is not a customer, we accounted for the transaction under ASC 610‑20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets.

We recognized a $40.4 million gain on Zydus asset sale in our condensed consolidated statements of operations and comprehensive income for thenine months ended September 30, 2026. The gain is the difference between (1) total consideration of $111.3 million and (2) the $70.9 million carrying amount of the Purchased Assets and related liabilities that were derecognized.

At closing of the Zydus Agreements, we received total cash consideration of $91.0 million, less adjustments for reimbursable expenses, other required closing payments, including approximately $5.8 million of transaction expenses, and $7.5 million placed into a twelve-month escrow. We allocated cash consideration of $7.2 million to the sale of common stock under the SPA, based on the fair value of common stock sold. Total cash consideration allocated to the sale of Purchased Assets, including amounts in escrow, was $71.4 million.

Under the Purchase Agreement, we may receive up to $50.0 million of potential payments (currently restricted and only for use on services provided to us by Zydus) based on usage by Agenus of Zydus’ manufacturing business during the 36-month period following the closing, which we are currently required to hold in a restricted account until and when we make related payments to Zydus for clinical supply (the “Additional Zydus Consideration”). There is no net cash that will be received through the Additional Zydus Consideration because the payments are contingent on us procuring $50.0 million in services from Zydus. Accordingly, the Additional Zydus Consideration is considered non-cash consideration in the form of clinical supply, and was measured at its fair value at contract inception. The amount of non-cash consideration to be received under the Additional Zydus Consideration provision may vary for reasons other than the form of consideration, and therefore is subject to constraint. The Additional Zydus Consideration is comprised of three potential payments. As of the close of the Purchase Agreement, we estimated that two potential payments of $20.0 million each were probable to be received and included an aggregate of $40.0 million Additional Zydus Consideration in the transaction price, while approximately $10.0 million of non-cash consideration was constrained and excluded from the transaction price.

We recorded a $40.0 million Zydus agreements contract asset in the condensed consolidated balance sheets related to the Additional Zydus Consideration that is included in the transaction price. As the clinical supply and services are received, the associated value will be recorded as research and development expense, consistent with the Company’s existing accounting policy for clinical supply.

During the nine months ended September 30, 2026, we met the conditions for the first payment into escrow of $20.0 million (only for use in making payments to Zydus), reflecting the total value of the first tranche of clinical supply expected to be delivered by Zydus in 2026. The Zydus agreement contract asset has been reduced by $8.0 million, reflecting the value of clinical supply actually delivered by Zydus during the period and an agreement to release a portion of Zydus’ obligation to deliver clinical supply in settlement of a payable to Zydus. As of September 30, 2026, we determined that it is not reasonably certain that the remaining $10.0 million right to clinical supply non-cash consideration will be used, and as such, have not recognized it as part of the Zydus agreement contract asset on the condensed consolidated balance sheets.

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

Note S – Contingencies

On May 4, 2026, the U.S. Securities and Exchange Commission (the "SEC") informed the Company that it has concluded its investigation as to the Company and does not intend to recommend an enforcement action against the Company. The investigation originated in September 2024, when the Company received a subpoena from the Boston Regional Office of the SEC seeking records relating to certain of its product candidates, correspondence with the FDA, public disclosure, and other matters. The Company produced records pursuant to the subpoena and cooperated with the SEC throughout the investigation.

On March 24, 2026, the U.S. District Court for the District of Massachusetts (the "Court") granted the Company's motion to dismiss the putative securities class action captioned In re Agenus Inc. Securities Litigation, No. 1:24-cv-12299, in its entirety, ruling in favor of the Company and the individual defendants, and denied the lead plaintiff's request for leave to amend his complaint. The action was originally filed in September 2024 against the Company and certain of its executives and directors. The amended complaint, filed February 7, 2025 by the court-appointed lead plaintiff, alleged that Agenus, three of its current officers, and one member of its advisory board violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact related to the efficacy and commercial prospects of BOT and BAL. The lead plaintiff sought to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023 and July 17, 2024, and sought damages, interest, and an award of costs, including attorneys' fees.

The lead plaintiff has appealed the Court's order to the U.S. Court of Appeals for the First Circuit in the matter captioned Olsen v. Agenus, Inc., et al., No. 26-01421. In his appeal the lead plaintiff contended that the Court erred as a matter of law in dismissing the claims against the Company and Garo Armen, the Company’s Chairman and Chief Executive Officer. The Company argued that the complaint failed to adequately plead the required elements of the claims and that the dismissal order should be affirmed. Briefing on the appeal concluded in September 2026. Oral argument on the appeal has not yet been scheduled, and a decision remains pending. The Company is unable to estimate a range of loss, if any, that could result from an adverse outcome on appeal.

The Company has also been served with four derivative actions filed in the Court between November 2024 and January 2025 by purported stockholders. These actions name certain of the Company's executives and directors and allege that defendants made false or misleading statements and omissions of material fact related to the efficacy and commercial prospects of BOT and BAL. 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. The Company is unable to estimate a range of loss, if any, that could result from an adverse outcome in these consolidated actions.

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

Note T – Recent Accounting Pronouncements

Recently Issued, Not Yet Adopted

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, 2026 had or is expected to have a material impact on our consolidated financial statements or disclosures.