Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2024

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

For the transition period from to

Commission File Number: 000-29089

Agenus Inc.

(exact name of registrant as specified in its charter)

    Delaware

    06-1562417

    (State or other jurisdiction of
incorporation or organization)

    (I.R.S. Employer
Identification No.)

3 Forbes Road, Lexington, Massachusetts 02421

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(781) 674-4400

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01	AGEN	The Nasdaq Capital Market

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

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

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


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

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

Agenus Inc.

Nine Months Ended September 30, 2024

Table of Contents


		Page
PART I
ITEM 1.	Financial Statements:	2
	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	3
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	26
ITEM 4.	Controls and Procedures	26

PART II
ITEM 1.	Legal Proceedings	28
ITEM 1A.	Risk Factors	28
ITEM 5.	Other Information	28
ITEM 6.	Exhibits	29
	Signatures	30

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	September 30, 2024 (unaudited)			December 31, 2023
ASSETS
Cash and cash equivalents	$	44,784		$	76,110
Accounts receivable		207			25,836
Prepaid expenses		2,352			8,098
Other current assets		2,811			2,372
Total current assets		50,154			112,416
Property, plant and equipment, net of accumulated amortization and depreciation of $71,109 and $61,943 at September 30, 2024 and December 31, 2023, respectively		124,472			133,421
Operating lease right-of-use assets		28,612			29,606
Goodwill		24,694			24,723
Acquired intangible assets, net of accumulated amortization of $18,063 and $17,688 at September 30, 2024 and December 31, 2023, respectively		3,955			4,411
Other long-term assets		6,595			9,336
Total assets	$	238,482		$	313,913
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current portion, long-term debt	$	13,401		$	146
Current portion, liability related to sale of future royalties and milestones		159,647			132,502
Current portion, deferred revenue		10			18
Current portion, operating lease liabilities		2,427			2,587
Accounts payable		45,899			61,446
Accrued liabilities		36,695			45,283
Other current liabilities		12,565			13,915
Total current liabilities		270,644			255,897
Long-term debt, net of current portion		—			12,768
Liability related to sale of future royalties and milestones, net of current portion		182,558			124,556
Deferred revenue, net of current portion		1,143			1,143
Operating lease liabilities, net of current portion		55,164			62,511
Other long-term liabilities		777			5,420
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at September 30, 2024 and December 31, 2023; liquidation value of $34,047 at September 30, 2024		0			0
Common stock, par value $0.01 per share; 800,000,000 shares authorized; 21,685,192 and 19,718,662 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		217			197
Additional paid-in capital		1,845,815			1,796,095
Accumulated other comprehensive loss		(1,347	)		(955	)
Accumulated deficit		(2,137,021	)		(1,955,668	)
Total stockholders’ deficit attributable to Agenus Inc.		(292,336	)		(160,331	)
Non-controlling interest		20,532			11,949
Total stockholders’ deficit		(271,804	)		(148,382	)
Total liabilities and stockholders’ deficit	$	238,482		$	313,913

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(Amounts in thousands, except per share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue:
Research and development	$	—		$	3,414		$	267		$	8,515
Service revenue		454			540			1,353			2,464
Non-cash royalty revenue related to the sale of future royalties		24,658			20,360			75,006			61,534
Total revenues		25,112			24,314			76,626			72,513
Operating expenses:
Cost of service revenue		(146	)		(303	)		(368	)		(2,851	)
Research and development		(41,058	)		(51,443	)		(121,753	)		(167,846	)
General and administrative		(17,275	)		(18,909	)		(50,947	)		(57,562	)
Fair value adjustments		1,863			—			1,863			398
Operating loss		(31,504	)		(46,341	)		(94,579	)		(155,348	)
Other income (expense):
Non-operating income		19			442			6,054			238
Interest expense, net		(35,729	)		(18,633	)		(96,940	)		(53,745	)
Net loss		(67,214	)		(64,532	)		(185,465	)		(208,855	)
Dividends on Series A-1 convertible preferred stock		(54	)		(53	)		(161	)		(160	)
Less: net loss attributable to non-controlling interest		(828	)		(2,331	)		(4,112	)		(9,384	)
Net loss attributable to Agenus Inc. common stockholders	$	(66,440	)	$	(62,254	)	$	(181,514	)	$	(199,631	)
Per common share data:
Basic and diluted net loss attributable to Agenus Inc. common stockholders	$	(3.08	)	$	(3.29	)	$	(8.65	)	$	(11.43	)
Weighted average number of Agenus Inc. common shares outstanding:
Basic and diluted		21,550			18,908			20,995			17,458

Other comprehensive loss:
Foreign currency translation loss	$	(346	)	$	(311	)	$	(392	)	$	(1,943	)
Other comprehensive loss		(346	)		(311	)		(392	)		(1,943	)
Comprehensive loss	$	(66,786	)	$	(62,565	)	$	(181,906	)	$	(201,574	)

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(Unaudited)

(Amounts in thousands)


	Series A-1
	Convertible
	Preferred Stock				Common Stock							Treasury Stock
	Number of Shares		Par Value		Number of Shares		Par Value		Additional Paid-In Capital			Number of Shares		Amount		Accumulated Other Comprehensive Income (Loss)			Non-controlling Interest			Accumulated Deficit			Total
Balance at December 31, 2023		32	$	0		19,718	$	197	$	1,796,095			—	$	—	$	(955	)	$	11,949		$	(1,955,668	)		(148,382	)
Net loss		—		—		—		—		—			—		—		—			(1,568	)		(61,886	)		(63,454	)
Other comprehensive loss		—		—		—		—		—			—		—		(116	)		—			—			(116	)
Share-based compensation		—		—		—		—		3,477			—		—		—			719			—			4,196
Shares sold at the market		—		—		1,249		13		17,158			—		—		—			—			—			17,171
Payment of CEO payroll in shares		—		—		7		—		89			—		—		—			—			—			89
Vesting of nonvested shares		—		—		8		—		—			—		—		—			—			—			—
Exercise of stock options and employee share purchases		—		—		12		—		166			—		—		—			7			—			173
Balance at March 31, 2024		32	$	0		20,994	$	210	$	1,816,985			—	$	—	$	(1,071	)	$	11,107		$	(2,017,554	)	$	(190,323	)
Net loss		—		—		—		—		—			—		—		—			(1,716	)		(53,081	)		(54,797	)
Other comprehensive income		—		—		—		—		—			—		—		70			—			—			70
Share-based compensation		—		—		—		—		8,449			—		—		—			841			—			9,290
Shares sold at the market		—		—		117		1		1,989			—		—		—			—			—			1,990
Issuance of warrants, net of expenses		—		—		—		—		6,983			—		—		—			—			—			6,983
Vesting of nonvested shares		—		—		2		—		—			—		—		—			—			—			—
Payment of CEO payroll in shares		—		—		11		—		114			—		—		—			—			—			114
MiNK private placement stock sale		—		—		—		—		(4,434	)		—		—		—			10,234			—			5,800
Exercise of stock options		—		—		2		—		28			—		—		—			6			—			34
Balance at June 30, 2024		32	$	0		21,126	$	211	$	1,830,114			—	$	—	$	(1,001	)	$	20,472		$	(2,070,635	)	$	(220,839	)
Net loss		—		—		—		—		—			—		—		—			(828	)		(66,386	)		(67,214	)
Other comprehensive loss		—		—		—		—		—			—		—		(346	)		—			—			(346	)
Share-based compensation		—		—		—		—		8,399			—		—		—			881			—			9,280
Shares sold at the market		—		—		503		5		6,771			—		—		—			—			—			6,776
Payment of CEO payroll in shares		—		—		16		—		98			—		—		—			—			—			98
Vesting of nonvested shares		—		—		7		—		—			—		—		—			—			—			—
Exercise of stock options and employee share purchases		—		—		33		1		433			—		—		—			7			—			441
Balance at September 30, 2024		32	$	0		21,685	$	217	$	1,845,815			—	$	—	$	(1,347	)	$	20,532		$	(2,137,021	)	$	(271,804	)

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(Unaudited)

(Amounts in thousands)


	Series A-1
	Convertible
	Preferred Stock				Common Stock									Treasury Stock
	Number of Shares		Par Value		Number of Shares			Par Value			Additional Paid-In Capital			Number of Shares			Amount			Accumulated Other Comprehensive Income (Loss)			Non-controlling Interest			Accumulated Deficit			Total
Balance at December 31, 2022		32	$	0		15,278		$	153		$	1,647,561			—		$	—		$	915		$	6,376		$	(1,709,907	)	$	(54,902	)
Net loss		—		—		—			—			—			—			—			—			(2,639	)		(68,254	)		(70,893	)
Other comprehensive income		—		—		—			—			—			—			—			2			—			—			2
Share-based compensation		—		—		—			—			4,566			—			—			—			919			—			5,485
Shares sold at the market		—		—		1,689			17			60,566			—			—			—			—			—			60,583
Issuance of director deferred shares		—		—		13			1			982			—			—			—			—			—			983
Issuance of shares for services		—		—		7			—			318			—			—			—			—			—			318
Exercise of stock options and employee share purchases		—		—		10			—			329			—			—			—			45			—			374
Issuance of subsidiary shares for employee bonus		—		—		—			—			—			—			—			—			726			—			726
Issuance of shares for employee bonus		—		—		136			1			4,224			(1	)		(2,429	)		—			—			—			1,796
Retirement of treasury shares		—		—		(50	)		(1	)		(9	)		1			2,429			—			—			—			2,419
Balance at March 31, 2023		32	$	0		17,083		$	171		$	1,718,537			—		$	—		$	917		$	5,427		$	(1,778,161	)	$	(53,109	)
Net loss		—		—		—			—			—			—			—			—			(4,414	)		(69,016	)		(73,430	)
Other comprehensive loss		—		—		—			—			—			—			—			(1,634	)		—			—			(1,634	)
Share-based compensation		—		—		—			—			5,154			—			—			—			888			—			6,042
Shares sold at the market		—		—		1,227			12			42,235			—			—			—			—			—			42,247
MiNK stock dividend		—		—		—			—			(14,888	)		—			—			—			14,888			—			—
MiNK stock purchases		—		—		—			—			405			—			—			—			(640	)		—			(235	)
Issuance of subsidiary shares for employee bonus		—		—		—			—			—			—			—			—			285			—			285
Issuance of shares for employee bonus		—		—		96			1			3,079			—			(1,642	)		—			—			—			1,438
Retirement of treasury shares		—		—		(33	)		—			(7	)		—			1,642			—			—			—			1,635
Balance at June 30, 2023		32	$	0		18,373		$	184		$	1,754,515			—		$	—		$	(717	)	$	16,434		$	(1,847,177	)	$	(76,761	)
Net loss		—		—		—			—			—			—			—			—			(2,331	)		(62,201	)		(64,532	)
Other comprehensive loss		—		—		—			—			—			—			—			(311	)		—			—			(311	)
Share-based compensation		—		—		—			—			4,601			—			—			—			935			—			5,536
Shares sold at the market		—		—		665			7			20,343			—			—			—			—			—			20,350
Payment of CEO payroll in shares		—		—		1			—			32			—			—			—			—			—			32
MiNK stock purchases		—		—		—			—			893			—			—			—			(1,221	)		—			(328	)
Issuance of shares for services		—		—		9			—			312			—			—			—			—			—			312
Vesting of nonvested shares		—		—		3			—			—			—			—			—			—			—			—
Employee share purchases		—		—		14			—			407			—			—			—			3			—			410
Balance at September 30, 2023		32	$	0		19,065		$	191		$	1,781,103			—		$	—		$	(1,028	)	$	13,820		$	(1,909,378	)	$	(115,292	)

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands, except per share amounts)


	Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(185,465	)	$	(208,855	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		10,083			8,387
Share-based compensation		12,716			17,408
Non-cash royalty revenue		(75,006	)		(61,534	)
Non-cash interest expense		97,459			55,977
Loss on disposal of assets, net		18			49
Gain on lease terminations		(5,334	)		—
Other, net		(2,638	)		183
Changes in operating assets and liabilities:
Accounts receivable		25,613			1,308
Prepaid expenses		5,751			(1,765	)
Accounts payable		(13,682	)		915
Deferred revenue		(7	)		(7,269	)
Accrued liabilities and other current liabilities		1,722			12,518
Other operating assets and liabilities		(893	)		(1,122	)
Net cash used in operating activities		(129,663	)		(183,800	)
Cash flows from investing activities:
Purchases of plant and equipment		(503	)		(9,731	)
Proceeds from sale of plant and equipment		24			350
Purchase of long-term investment		—			(5,396	)
Proceeds from sale of long-term investment		527			—
Purchases of available-for-sale securities		—			(14,647	)
Proceeds from sale of available-for-sale securities		—			30,000
Net cash provided by investing activities		48			576
Cash flows from financing activities:
Net proceeds from sale of equity		25,937			123,179
Net proceeds from sale of subsidiary shares in private placement		5,800			—
Proceeds from Ligand Purchase Agreement, net of expenses		73,851			—
Proceeds from employee stock purchases and option exercises		648			807
Purchase of treasury shares to satisfy tax withholdings		—			(4,566	)
Purchase of subsidiary shares		—			(564	)
Payment of finance lease obligation		(7,766	)		(6,305	)
Net cash provided by financing activities		98,470			112,551
Effect of exchange rate changes on cash		(216	)		(696	)
Net decrease in cash, cash equivalents and restricted cash		(31,361	)		(71,369	)
Cash, cash equivalents and restricted cash, beginning of period		79,779			181,343
Cash, cash equivalents and restricted cash, end of period	$	48,418		$	109,974
Supplemental cash flow information:
Cash paid for interest	$	1,737		$	2,532
Supplemental disclosures - non-cash activities:
Issuance of common stock, $0.01 par value, in connection with payment for services	$	—		$	630
Insurance financing agreement		771			707
Issuance of stock options for payment of certain employee bonuses		9,321			—
Issuance of common stock, $0.01 par value, for payment of certain employee bonuses		—			7,288
Issuance of subsidiary stock options for payment of certain employee bonuses		1,032			—
Issuance of subsidiary shares for certain employee bonuses		—			1,011
Lease right-of-use assets obtained in exchange for new operating lease liabilities		105			318
Lease right-of-use assets obtained in exchange for new finance lease liabilities		122			4,812

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Note A – Business, Liquidity and Basis of Presentation

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

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

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

•

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

•

Antibody candidate programs, including our lead assets, botensilimab (a multifunctional immune cell activator and human Fc-enhanced cytotoxic T-lymphocyte antigen 4 (CTLA-4) blocking antibody, also known as AGEN1181) and balstilimab (a programmed death receptor-1 (PD-1) blocking antibody).

•

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

•

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

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

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

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

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

Currently we are in discussions with several entities including biotechnology and pharmaceutical partners, as well as dedicated healthcare funds to provide the funding necessary to support our operations through our planned biologics license application, or marketing authorization, submission for botensilimab/balstilimab. However, because the completion of such transactions is not entirely within our control, in accordance with accounting guidance we are required to disclose that substantial doubt exists about our ability to continue as a going concern for a period of one year after the date of filing of this Quarterly Report on Form 10-Q. The financial statements have been prepared on a basis that assumes Agenus will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management continues to address the Company’s liquidity needs and has continued to adjust spending in order to preserve liquidity. In August 2023, we prioritized and focused our resources to accelerate the development, registration, and commercialization of our lead asset postponing all preclinical and other clinical programs and reducing our workforce by approximately 25%. Our CEO, Dr. Garo Armen has elected to receive his base salary and any potential bonus payments in stock rather than cash. We continuously evaluate the likelihood of success of our programs. As such, our decisions to continue to fund or eliminate funding of each of our programs are predicated on these determinations, on an ongoing basis. We expect our sources of funding to include payments from

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

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

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

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

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

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

Note B – Net Loss Per Share

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


	Three and Nine Months Ended September 30,
	2024		2023
Warrants		965		99
Stock options		3,313		2,202
Non-vested shares		36		35
Series A-1 convertible preferred stock		17		17

Note C – Investments

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


	September 30, 2024				December 31, 2023
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Institutional money market funds	$	42,886	$	42,886	$	70,485	$	70,485
Total	$	42,886	$	42,886	$	70,485	$	70,485

As a result of the short-term nature of these investments, there were minimal unrealized holding gains or losses for the three and nine months ended September 30, 2024 and 2023.

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

Note D – Goodwill and Acquired Intangible Assets

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


Balance, December 31, 2023	$	24,723
Effect of foreign currency		(29	)
Balance, September 30, 2024	$	24,694

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


	As of September 30, 2024
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual property	7-15 years	$	16,841	$	(15,438	)	$	1,403
Trademarks	4-4.5 years		1,197		(1,197	)		—
Other	2-7 years		1,923		(1,428	)		495
In-process research and development	Indefinite		2,057		—			2,057
Total		$	22,018	$	(18,063	)	$	3,955


	As of December 31, 2023
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual property	7-15 years	$	16,841	$	(15,184	)	$	1,657
Trademarks	4-4.5 years		1,213		(1,185	)		28
Other	2-7 years		1,988		(1,319	)		669
In-process research and development	Indefinite		2,057		—			2,057
Total		$	22,099	$	(17,688	)	$	4,411

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

Note E – Debt

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


Debt instrument	Balance at September 30, 2024
Current Portion:
Debentures	$	146
2015 Subordinated Notes		12,918
Other		337
Total	$	13,401


Debt instrument	Balance at December 31, 2023
Current Portion:
Debentures	$	146
Long-term Portion:
2015 Subordinated Notes		12,768
Total	$	12,914

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

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

The following table shows the activity within the liability account in the nine months ended September 30, 2024 (in thousands):


	Period from December 31, 2023 to September 30, 2024
Liability related to sale of future royalties and milestones - beginning balance	$	257,296
Proceeds from sale of future royalties and milestones		63,879
Non-cash royalty revenue		(75,006	)
Non-cash interest expense recognized		97,240
Liability related to sale of future royalties and milestones - ending balance		343,409
Less: unamortized transaction costs		(1,204	)
Liability related to sale of future royalties and milestones, net	$	342,205

Healthcare Royalty Partners

In January 2018, we, through our wholly-owned subsidiary Antigenics, LLC (“Antigenics”), entered into a Royalty Purchase Agreement (the “HCR Royalty Purchase Agreement”) with Healthcare Royalty Partners III, L.P. and certain of its affiliates (collectively, “HCR”). Pursuant to the terms of the HCR Royalty Purchase Agreement, we sold to HCR 100% of Antigenics’ worldwide rights to receive royalties from GlaxoSmithKline (“GSK”) on sales of GSK’s vaccines containing our STIMULON QS-21 adjuvant. At closing, we received gross proceeds of $190.0 million from HCR. Although we sold all of our rights to receive royalties on sales of GSK’s vaccines containing QS-21, as a result of our obligation to HCR, we are required to account for the $190.0 million in proceeds from this transaction as a liability on our condensed consolidated balance sheet that will be recognized into revenue in proportion to the royalty payments from GSK to HCR over the estimated life of the HCR Royalty Purchase Agreement. The liability is classified between the current and non-current portion of liability related to sale of future royalties and milestones in the condensed consolidated balance sheets based on the estimated royalty payments to be received by HCR in the next 12 months from the financial statement reporting date.

During the nine months ended September 30, 2024, we recognized $75.0 million of non-cash royalty revenue, and we recorded $91.0 million of related non-cash interest expense related to the HCR Royalty Purchase Agreement.

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

Ligand Pharmaceuticals

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

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

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

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

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


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

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

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

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

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

During the nine months ended September 30, 2024, we recorded $6.2 million of non-cash interest expense related to the Ligand Purchase Agreement.

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

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

Note G – Accrued and Other Current Liabilities

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


	September 30, 2024		December 31, 2023
Payroll	$	10,501	$	14,512
Professional fees		5,183		7,101
Contract manufacturing costs		5,558		7,613
Research services		8,162		10,807
Other		7,291		5,250
Total	$	36,695	$	45,283

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


	September 30, 2024		December 31, 2023
Finance lease liabilities	$	7,398	$	10,457
Purchaser Upsize Option (Note F)		2,161		—
Other		3,006		3,458
Total	$	12,565	$	13,915

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

Note H – Fair Value Measurements

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


Description	September 30, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents (Note C)	$	42,886	$	42,886	$	—	$	—
Long-term investments		1,499		1,499		—		—
Total	$	44,385	$	44,385	$	—	$	—
Liabilities:
Purchaser Upsize Option (Note F)	$	2,161	$	—	$	—	$	2,161
Contingent purchase price considerations		318		—		—		318
Total	$	2,479	$	—	$	—	$	2,479

Description	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents (Note C)	$	70,485	$	70,485	$	—	$	—
Long-term investments		3,222		3,222		—		—
Total	$	73,707	$	73,707	$	—	$	—
Liabilities:
Contingent purchase price consideration	$	318	$	—	$	—	$	318
Total	$	318	$	—	$	—	$	318

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

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

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

The fair value of our outstanding debt balance at September 30, 2024 and December 31, 2023 was $13.4 million and $13.0 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, 2024 and December 31, 2023 was $13.5 million and $13.1 million, respectively.

Note I – Revenue from Contracts with Customers

Gilead Collaboration Agreement

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

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

Collaboration Revenue

No revenue was recognized for the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2023, we recognized approximately $2.9 million and $7.2 million, respectively, of research and development revenue based on the partial satisfaction of the over time performance obligations as of quarter end.

Disaggregation of Revenue

The following table presents revenue (in thousands) for the three and nine months ended September 30, 2024 and 2023, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations.


	Three months ended September 30, 2024
	United States		Rest of World		Total
Revenue Type
Other services	$	—	$	454	$	454
Non-cash royalties		24,658		—		24,658
	$	24,658	$	454	$	25,112

	Three months ended September 30, 2023
Revenue Type
Research and development services	$	447	$	—	$	447
Other services		—		540		540
Clinical product revenue		116		—		116
Recognition of deferred revenue		2,851		—		2,851
Non-cash royalties		20,360		—		20,360
	$	23,774	$	540	$	24,314


	Nine months ended September 30, 2024
	United States		Rest of World		Total
Revenue Type
Clinical product revenue	$	267	$	—	$	267
Other services		—		1,353		1,353
Non-cash royalties		75,006		—		75,006
	$	75,273	$	1,353	$	76,626

	Nine months ended September 30, 2023
Revenue Type
Research and development services	$	1,158	$	—	$	1,158
Other services		—		2,464		2,464
Clinical product revenue		116		—		116
Recognition of deferred revenue		7,241		—		7,241
Non-cash royalties		61,534		—		61,534
	$	70,049	$	2,464	$	72,513

Contract Balances

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

development services or licenses bundled with other promises is a contract liability until the underlying performance obligations are transferred to the customer.

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


Nine months ended September 30, 2024	Balance at beginning of period		Additions		Deductions			Balance at end of period
Contract liabilities:
Deferred revenue	$	1,161	$	6	$	(14	)	$	1,153

During the nine months ended September 30, 2024, we did not recognize any revenue from amounts included in the contract asset or the contract liability balances from performance obligations satisfied in previous periods. None of the costs to obtain or fulfill a contract were capitalized.

Note J – Share-based Compensation Plans

In June 2024, our stockholders approved an amendment to our Amended and Restated 2019 Equity Incentive Plan (the "2019 EIP") that increased the maximum number of shares of our common stock available for issuance under our 2019 EIP by 3.0 million shares.

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

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


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2023		2,141,360		$	65.00
Granted		1,370,416			12.81
Exercised		(16,668	)		12.26
Forfeited		(67,929	)		27.45
Expired		(113,760	)		63.61
Outstanding at September 30, 2024		3,313,419		$	44.26		7.23	$	111
Vested or expected to vest at September 30, 2024		3,313,419		$	44.26		7.23	$	111
Exercisable at September 30, 2024		2,465,909		$	50.15		6.75	$	—

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

During the nine months ended September 30, 2024, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date other than certain awards dated January 16, 2024 and January 17, 2024. In January 2024, our Board of Directors approved certain awards subject to forfeiture in the event stockholder approval was not obtained for an amendment to our 2019 EIP. This approval was obtained in June 2024. Accordingly, these awards have a grant date of June 2024, with an exercise price as of the date the Board of Director's approved the awards in January 2024.

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


	Non-vested Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		27,163		$	37.20
Granted		41,452			13.05
Vested		(17,002	)		28.15
Forfeited		(15,500	)		21.39
Outstanding at September 30, 2024		36,113		$	20.52

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

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	4,649	$	1,464	$	10,685	$	4,853
General and administrative		4,631		4,072		12,081		12,210
Total share-based compensation expense	$	9,280	$	5,536	$	22,766	$	17,063

Note K – Restricted Cash

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

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


	Nine Months Ended September 30, 2024				Nine Months Ended September 30, 2023
	Beginning of Period		End of Period		Beginning of Period		End of Period
Cash and cash equivalents	$	76,110	$	44,784	$	178,674	$	106,305
Restricted cash		3,669		3,634		2,669		3,669
Cash, cash equivalents and restricted cash	$	79,779	$	48,418	$	181,343	$	109,974

Note L – Equity

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

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

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

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

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

Note M – Non-controlling Interest

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


	September 30, 2024			December 31, 2023
MiNK Therapeutics, Inc.		45	%		37	%
SaponiQx, Inc.		30	%		30	%

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


	September 30, 2024			December 31, 2023
Beginning balance	$	11,949		$	6,376

Net loss attributable to non-controlling interest		(4,112	)		(11,676	)

Other items:
Sale of subsidiary shares in private placement		10,234			—
Distribution of subsidiary shares to Agenus stockholders		—			14,888
Purchase of subsidiary shares		—			(2,546	)
Issuance of subsidiary shares for employee bonus		—			1,011
Issuance of subsidiary shares for employee stock purchase plan and exercise of options		20			71
Subsidiary share-based compensation		2,441			3,825
Total other items		12,695			17,249

Ending balance	$	20,532		$	11,949

Sale of subsidiary shares in private placement

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

Distribution of subsidiary shares to Agenus stockholders

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

On May 1, 2023, we paid the Dividend and distributed 0.292 of a share of the Dividend Stock for each share of Agenus common stock outstanding as of the close of business on the Record Date. No fractional shares were issued in connection with the Dividend and the shareholders of Agenus who were entitled to receive fractional shares of the Dividend Stock received cash (without interest) in lieu of such fractional shares. Subsequent to the distribution of the Dividend Stock, we maintained a controlling voting interest in MiNK.

Purchase of subsidiary shares

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

Note N – Related Party Transactions

In 2023, our Audit and Finance Committee approved a contract between Avillion Life Sciences LTD ("Avillion") and Agenus for the performance of up to $450,000 of clinical consulting services. Allison Jeynes, a former member of our Board of Directors, is chief executive officer of Avillion. No expenses were incurred in the three and nine months ended September 30, 2024. For the nine months ended September 30, 2023, approximately $450,000 related to these services is included in “Research and development” expense in our condensed consolidated statements of operations.

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

Note O – Contingencies

In September 2024, a putative securities class action lawsuit was commenced in the U.S. District Court for the District of Massachusetts naming as defendants Agenus and three current officers. The complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact related to the efficacy and commercial prospects of botensilimab and balstilimab. The plaintiff seeks to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023, and July 17, 2024. The plaintiff seeks damages and interest, and an award of costs, including attorneys’ fees. We are unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this action.

Note P – Recent Accounting Pronouncements

Recently Issued, Not Yet Adopted

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires incremental annual disclosures around income tax rate reconciliations, income taxes paid and other related disclosures. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for any annual periods for which financial statements have not been issued or made available for issuance. We are currently evaluating the impact that ASU 2023-09 will have on the notes to our consolidated financial statements.

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

Note Q – Subsequent Events

At the Market Offerings

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

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

Forward Looking Statements

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

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

Overview

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

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

•

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

•

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

•

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

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

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

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

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

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

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

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

In November 2019, we entered into a license agreement with UroGen, granting them an exclusive, worldwide license (not including Argentina, Brazil, Chile, Colombia, Peru, Venezuela and their respective territories and possessions) to develop, manufacture, and commercialize zalifrelimab for the treatment of cancers of the urinary tract via intravesical delivery. We received an upfront payment of $10.0 million and are eligible to receive up to $200.0 million in milestone payments, as well as royalties on future sales.

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

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

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

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

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

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

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

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

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

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

Historical Results of Operations

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

Research and development revenue

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

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

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

Research and development expense

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

General and administrative expense

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

Interest expense, net

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

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

Research and development revenue

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

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

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

Research and development expense

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

General and administrative expense

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

Non-operating income (expense)

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

Interest expense, net

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

Research and Development Programs

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


		Nine Months Ended September 30,		Year Ended December 31,
Research and Development Program	Product	2024		2023		2022		2021
Antibody programs	Various	$	89,359	$	178,445	$	133,108	$	141,266
Vaccine adjuvant	STIMULON cpcQS-21		1,765		10,296		10,789		5,912
Cell therapies	Various		5,314		16,283		24,300		15,507
Other research and development programs	Various		25,315		29,545		18,494		15,923
Total research and development expenses		$	121,753	$	234,569	$	186,691	$	178,608

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

Liquidity and Capital Resources

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

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

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

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

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

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

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

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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

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

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In September 2024, a putative securities class action lawsuit was commenced in the U.S. District Court for the District of Massachusetts naming as defendants Agenus and three current officers. The complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact related to the efficacy and commercial prospects of botensilimab and balstilimab. The plaintiff seeks to represent all persons who purchased or otherwise acquired Agenus securities between January 23, 2023, and July 17, 2024. The plaintiff seeks damages and interest, and an award of costs, including attorneys’ fees. We have not recorded any accrual for a contingent liability associated with these legal proceedings.

In September 2024, we received a subpoena from the Boston Regional Office of the U.S. Securities and Exchange Commission seeking records relating to certain of our product candidates, correspondence with the FDA, public disclosure, and other matters. We have produced records pursuant to the subpoena.

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

Item 1A. Risk Factors

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

Item 5. Other Information

Trading Plans of Our Directors and Officers

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

Item 6. Exhibits


Exhibit No.		Description

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

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

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

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

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

AGENUS INC.

SIGNATURES

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


Date:	November 12, 2024	AGENUS INC.

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

Exhibit 31.1

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

I, Garo H. Armen, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: November 12, 2024			/s/ GARO H. ARMEN, PH.D.
			Garo H. Armen, Ph.D.
			Chief Executive Officer and Principal Executive Officer

Exhibit 31.2

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

I, Christine M. Klaskin, certify that:

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

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


Date: November 12, 2024			/s/ CHRISTINE M. KLASKIN
			Christine M. Klaskin
			VP, Finance and Principal Financial Officer

Exhibit 32.1

Certification

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

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

In connection with the Quarterly Report on Form 10-Q of Agenus Inc. (the “Company”) for the quarterly period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned to his/her knowledge hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(i)

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

(ii)

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


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

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

Date: November 12, 2024

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

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

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 08, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Entity Registrant Name	AGENUS INC
Entity Central Index Key	0001098972
Entity Current Reporting Status	Yes
Trading Symbol	AGEN
Security Exchange Name	NASDAQ
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, par value $0.01
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding		23,458,929
Entity File Number	000-29089
Entity Tax Identification Number	06-1562417
Entity Address, Address Line One	3 Forbes Road
Entity Address, City or Town	Lexington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02421
City Area Code	781
Local Phone Number	674-4400
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
ASSETS
Cash and cash equivalents	$ 44,784	$ 76,110
Accounts receivable	207	25,836
Prepaid expenses	2,352	8,098
Other current assets	2,811	2,372
Total current assets	50,154	112,416
Property, plant and equipment, net of accumulated amortization and depreciation of $71,109 and $61,943 at September 30, 2024 and December 31, 2023, respectively	124,472	133,421
Operating lease right-of-use assets	28,612	29,606
Goodwill	24,694	24,723
Acquired intangible assets, net of accumulated amortization of $18,063 and $17,688 at September 30, 2024 and December 31, 2023, respectively	3,955	4,411
Other long-term assets	6,595	9,336
Total assets	238,482	313,913
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current portion, long-term debt	13,401	146
Current portion, liability related to sale of future royalties and milestones	159,647	132,502
Current portion, deferred revenue	10	18
Current portion, operating lease liabilities	2,427	2,587
Accounts payable	45,899	61,446
Accrued liabilities	36,695	45,283
Other current liabilities	12,565	13,915
Total current liabilities	270,644	255,897
Long-term debt, net of current portion	0	12,768
Liability related to sale of future royalties and milestones, net of current portion	182,558	124,556
Deferred revenue, net of current portion	1,143	1,143
Operating lease liabilities, net of current portion	55,164	62,511
Other long-term liabilities	777	5,420
Commitments and contingencies
STOCKHOLDERS" DEFICIT
Common stock, par value $0.01 per share; 800,000,000 shares authorized; 21,685,192 and 19,718,662 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	217	197
Additional paid-in capital	1,845,815	1,796,095
Accumulated other comprehensive loss	(1,347)	(955)
Accumulated deficit	(2,137,021)	(1,955,668)
Total stockholders' deficit attributable to Agenus Inc.	(292,336)	(160,331)
Non-controlling interest	20,532	11,949
Total stockholders' deficit	(271,804)	(148,382)
Total liabilities and stockholders' deficit	238,482	313,913
Series A-1 convertible preferred stock [Member]
STOCKHOLDERS" DEFICIT
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at September 30, 2024 and December 31, 2023; liquidation value of $34,047 at September 30, 2024	$ 0	$ 0

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property plant and equipment, accumulated amortization and depreciation	$ 71,109	$ 61,943
Acquired intangible assets, accumulated amortization	$ 18,063	$ 17,688
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	21,685,192	19,718,662
Common stock, shares outstanding	21,685,192	19,718,662
Series A-1 convertible preferred stock [Member]
Series A-1 convertible preferred stock, shares designated	31,620	31,620
Series A-1 convertible preferred stock, shares issued	31,620	31,620
Series A-1 convertible preferred stock, shares outstanding	31,620	31,620
Series A-1 convertible preferred stock, liquidation value	$ 34,047

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue:
Total revenues	$ 25,112	$ 24,314	$ 76,626	$ 72,513
Operating expenses:
Cost of service revenue	(146)	(303)	(368)	(2,851)
Research and development	(41,058)	(51,443)	(121,753)	(167,846)
General and administrative	(17,275)	(18,909)	(50,947)	(57,562)
Fair value adjustments	1,863		1,863	398
Operating loss	(31,504)	(46,341)	(94,579)	(155,348)
Other income (expense):
Non-operating income	19	442	6,054	238
Interest expense, net	(35,729)	(18,633)	(96,940)	(53,745)
Net loss	(67,214)	(64,532)	(185,465)	(208,855)
Dividends on Series A-1 convertible preferred stock	(54)	(53)	(161)	(160)
Less: net loss attributable to non-controlling interest	(828)	(2,331)	(4,112)	(9,384)
Net loss attributable to Agenus Inc. common stockholders	$ (66,440)	$ (62,254)	$ (181,514)	$ (199,631)
Per common share data:
Basic net loss attributable to Agenus Inc. common stockholders	$ (3.08)	$ (3.29)	$ (8.65)	$ (11.43)
Diluted net loss attributable to Agenus Inc. common stockholders	$ (3.08)	$ (3.29)	$ (8.65)	$ (11.43)
Weighted average number of Agenus Inc. common shares outstanding:
Basic	21,550	18,908	20,995	17,458
Diluted	21,550	18,908	20,995	17,458
Other comprehensive loss:
Foreign currency translation loss	$ (346)	$ (311)	$ (392)	$ (1,943)
Other comprehensive loss	(346)	(311)	(392)	(1,943)
Comprehensive loss	(66,786)	(62,565)	(181,906)	(201,574)
Research and Development [Member]
Revenue:
Total revenues		3,414	267	8,515
Service Revenue [Member]
Revenue:
Total revenues	454	540	1,353	2,464
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member]
Revenue:
Total revenues	$ 24,658	$ 20,360	$ 75,006	$ 61,534

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Total	MiNK Therapeutics, Inc.	Common Stock [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] MiNK Therapeutics, Inc.	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Non-controlling Interest [Member]	Non-controlling Interest [Member] MiNK Therapeutics, Inc.	Accumulated Deficit [Member]	Series A-1 convertible preferred stock [Member] Preferred Stock [Member]
Stockholders' Equity, Beginning Balance at Dec. 31, 2022	$ (54,902)		$ 153	$ 1,647,561			$ 915	$ 6,376		$ (1,709,907)	$ 0
Balance, shares at Dec. 31, 2022			15,278,000								32,000
Net loss	(70,893)							(2,639)		(68,254)
Other comprehensive income (loss)	2						2
Share-based compensation	5,485			4,566				919
Shares sold at the market	60,583		$ 17	60,566
Shares sold at the market, shares			1,689,000
Issuance of director deferred shares	983		$ 1	982
Issuance of director deferred shares, shares			13,000
Issuance of shares for services	318			318
Issuance of shares for services, shares			7,000
Issuance of subsidiary shares to noncontrolling interest	726							726
Exercise of stock options and employee share purchases	374			329				45
Exercise of stock options and employee share purchases, shares			10,000
Issuance of shares for employee bonus	1,796		$ 1	4,224		$ (2,429)
Issuance of shares for employee bonus, Shares			136,000			(1,000)
Retirement of treasury shares	2,419		$ (1)	(9)		$ 2,429
Retirement of treasury shares, share			(50,000)			1,000
Stockholders' Equity, Ending Balance at Mar. 31, 2023	(53,109)		$ 171	1,718,537			917	5,427		(1,778,161)	$ 0
Balance, shares at Mar. 31, 2023			17,083,000								32,000
Stockholders' Equity, Beginning Balance at Dec. 31, 2022	(54,902)		$ 153	1,647,561			915	6,376		(1,709,907)	$ 0
Balance, shares at Dec. 31, 2022			15,278,000								32,000
Net loss	(208,855)
Other comprehensive income (loss)	(1,943)
Stockholders' Equity, Ending Balance at Sep. 30, 2023	(115,292)		$ 191	1,781,103			(1,028)	13,820		(1,909,378)	$ 0
Balance, shares at Sep. 30, 2023			19,065,000								32,000
Stockholders' Equity, Beginning Balance at Dec. 31, 2022	(54,902)		$ 153	1,647,561			915	6,376		(1,709,907)	$ 0
Balance, shares at Dec. 31, 2022			15,278,000								32,000
Share-based compensation								3,825
Stockholders' Equity, Ending Balance at Dec. 31, 2023	(148,382)		$ 197	1,796,095			(955)	11,949		(1,955,668)	$ 0
Balance, shares at Dec. 31, 2023			19,718,000								32,000
Stockholders' Equity, Beginning Balance at Mar. 31, 2023	(53,109)		$ 171	1,718,537			917	5,427		(1,778,161)	$ 0
Balance, shares at Mar. 31, 2023			17,083,000								32,000
Net loss	(73,430)							(4,414)		(69,016)
Other comprehensive income (loss)	(1,634)						(1,634)
Share-based compensation	6,042			5,154				888
Shares sold at the market	42,247		$ 12	42,235
Shares sold at the market, shares			1,227,000
Issuance of subsidiary shares to noncontrolling interest	285							285
MiNK stock dividend				(14,888)				14,888
MiNK stock purchases	(235)			405				(640)
Issuance of shares for employee bonus	1,438		$ 1	3,079		$ (1,642)
Issuance of shares for employee bonus, Shares			96,000
Retirement of treasury shares	1,635			(7)		$ 1,642
Retirement of treasury shares, share			(33,000)
Stockholders' Equity, Ending Balance at Jun. 30, 2023	(76,761)		$ 184	1,754,515			(717)	16,434		(1,847,177)	$ 0
Balance, shares at Jun. 30, 2023			18,373,000								32,000
Net loss	(64,532)							(2,331)		(62,201)
Other comprehensive income (loss)	(311)						(311)
Share-based compensation	5,536			4,601				935
Shares sold at the market	20,350		$ 7	20,343
Shares sold at the market, shares			665,000
Payment of CEO payroll in shares	32			32
Payment of CEO payroll In shares, shares			1,000
Issuance of shares for services	312			312
Issuance of shares for services, shares			9,000
Vesting of nonvested shares, shares			3,000
MiNK stock purchases	(328)			893				(1,221)
Employee share purchases	410			407				3
Employee share purchases, shares			14,000
Stockholders' Equity, Ending Balance at Sep. 30, 2023	(115,292)		$ 191	1,781,103			(1,028)	13,820		(1,909,378)	$ 0
Balance, shares at Sep. 30, 2023			19,065,000								32,000
Stockholders' Equity, Beginning Balance at Dec. 31, 2023	(148,382)		$ 197	1,796,095			(955)	11,949		(1,955,668)	$ 0
Balance, shares at Dec. 31, 2023			19,718,000								32,000
Net loss	(63,454)							(1,568)		(61,886)
Other comprehensive income (loss)	(116)						(116)
Share-based compensation	4,196			3,477				719
Shares sold at the market	17,171		$ 13	17,158
Shares sold at the market, shares			1,249,000
Payment of CEO payroll in shares	89			89
Payment of CEO payroll In shares, shares			7,000
Vesting of nonvested shares, shares			8,000
Exercise of stock options and employee share purchases	173			166				7
Exercise of stock options and employee share purchases, shares			12,000
Stockholders' Equity, Ending Balance at Mar. 31, 2024	(190,323)		$ 210	1,816,985			(1,071)	11,107		(2,017,554)	$ 0
Balance, shares at Mar. 31, 2024			20,994,000								32,000
Stockholders' Equity, Beginning Balance at Dec. 31, 2023	(148,382)		$ 197	1,796,095			(955)	11,949		(1,955,668)	$ 0
Balance, shares at Dec. 31, 2023			19,718,000								32,000
Net loss	(185,465)
Other comprehensive income (loss)	$ (392)
Share-based compensation								2,441
Exercise of stock options, shares	16,668
Stockholders' Equity, Ending Balance at Sep. 30, 2024	$ (271,804)		$ 217	1,845,815			(1,347)	20,532		(2,137,021)	$ 0
Balance, shares at Sep. 30, 2024			21,685,000								32,000
Stockholders' Equity, Beginning Balance at Mar. 31, 2024	(190,323)		$ 210	1,816,985			(1,071)	11,107		(2,017,554)	$ 0
Balance, shares at Mar. 31, 2024			20,994,000								32,000
Net loss	(54,797)							(1,716)		(53,081)
Other comprehensive income (loss)	70						70
Share-based compensation	9,290			8,449				841
Shares sold at the market	1,990	$ 5,800	$ 1	1,989	$ (4,434)				$ 10,234
Shares sold at the market, shares			117,000
Issuance of warrants, net of expenses	6,983			6,983
Payment of CEO payroll in shares	114			114
Payment of CEO payroll In shares, shares			11,000
Exercise of stock options	34			28				6
Exercise of stock options, shares			2,000
Vesting of nonvested shares, shares			2,000
Stockholders' Equity, Ending Balance at Jun. 30, 2024	(220,839)		$ 211	1,830,114			(1,001)	20,472		(2,070,635)	$ 0
Balance, shares at Jun. 30, 2024			21,126,000								32,000
Net loss	(67,214)							(828)		(66,386)
Other comprehensive income (loss)	(346)						(346)
Share-based compensation	9,280			8,399				881
Shares sold at the market	6,776		$ 5	6,771
Shares sold at the market, shares			503,000
Payment of CEO payroll in shares	98			98
Payment of CEO payroll In shares, shares			16,000
Vesting of nonvested shares, shares			7,000
Exercise of stock options and employee share purchases	441		$ 1	433				7
Exercise of stock options and employee share purchases, shares			33,000
Stockholders' Equity, Ending Balance at Sep. 30, 2024	$ (271,804)		$ 217	$ 1,845,815			$ (1,347)	$ 20,532		$ (2,137,021)	$ 0
Balance, shares at Sep. 30, 2024			21,685,000								32,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (185,465)	$ (208,855)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	10,083	8,387
Share-based compensation	12,716	17,408
Non-cash royalty revenue	(75,006)	(61,534)
Non-cash interest expense	97,459	55,977
Loss on disposal of assets, net	18	49
Gain on lease terminations	(5,334)
Other, net	(2,638)	183
Changes in operating assets and liabilities:
Accounts receivable	25,613	1,308
Prepaid expenses	5,751	(1,765)
Accounts payable	(13,682)	915
Deferred revenue	(7)	(7,269)
Accrued liabilities and other current liabilities	1,722	12,518
Other operating assets and liabilities	(893)	(1,122)
Net cash used in operating activities	(129,663)	(183,800)
Cash flows from investing activities:
Purchases of plant and equipment	(503)	(9,731)
Proceeds from sale of property, plant and equipment	24	350
Purchase of long-term investment		(5,396)
Proceeds from sale of long-term investment	527
Purchases of available-for-sale securities		(14,647)
Proceeds from sale of available-for-sale securities		30,000
Net cash provided by investing activities	48	576
Cash flows from financing activities:
Net proceeds from sale of equity	25,937	123,179
Net proceeds from sale of subsidiary shares in private placement	5,800
Proceeds from Ligand Purchase Agreement, net of expenses	73,851
Proceeds from employee stock purchases and option exercises	648	807
Purchase of treasury shares to satisfy tax withholdings		(4,566)
Purchase of subsidiary shares		(564)
Payment of finance lease obligation	(7,766)	(6,305)
Net cash provided by financing activities	98,470	112,551
Effect of exchange rate changes on cash	(216)	(696)
Net decrease in cash, cash equivalents and restricted cash	(31,361)	(71,369)
Cash, cash equivalents and restricted cash, beginning of period	79,779	181,343
Cash, cash equivalents and restricted cash, end of period	48,418	109,974
Supplemental cash flow information:
Cash paid for interest	1,737	2,532
Supplemental disclosures - non-cash activities:
Insurance financing agreement	771	707
Issuance of stock options for payment of certain employee bonuses	9,321
Issuance of subsidiary shares for employee bonus		1,011
Lease right-of-use assets obtained in exchange for new operating lease liabilities	105	318
Lease right-of-use assets obtained in exchange for new finance lease liabilities	122	4,812
Payment for Services [Member]
Supplemental disclosures - non-cash activities:
Issuance of common stock		630
Employee Bonus [Member]
Supplemental disclosures - non-cash activities:
Issuance of common stock		$ 7,288
Issuance of subsidiary stock options	$ 1,032

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical)	Sep. 30, 2024 $ / shares
Supplemental disclosures - non-cash activities:
Common stock, par value	$ 0.01
Payment for Services [Member]
Supplemental disclosures - non-cash activities:
Common stock, par value	0.01
Employee Bonus [Member]
Supplemental disclosures - non-cash activities:
Common stock, par value	$ 0.01

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Business, Liquidity and Basis of Presentation

9 Months Ended

Sep. 30, 2024

Description Of Business [Abstract]

Business, Liquidity and Basis of Presentation

Note A – Business, Liquidity and Basis of Presentation

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

•

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

•

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

•

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

Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Note B – Net Loss Per Share


	Three and Nine Months Ended September 30,
	2024		2023
Warrants		965		99
Stock options		3,313		2,202
Non-vested shares		36		35
Series A-1 convertible preferred stock		17		17

Investments

9 Months Ended

Sep. 30, 2024

Cash and Cash Equivalents [Abstract]

Investments

Note C – Investments

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


	September 30, 2024				December 31, 2023
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Institutional money market funds	$	42,886	$	42,886	$	70,485	$	70,485
Total	$	42,886	$	42,886	$	70,485	$	70,485

As a result of the short-term nature of these investments, there were minimal unrealized holding gains or losses for the three and nine months ended September 30, 2024 and 2023.

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

Goodwill and Acquired Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Acquired Intangible Assets

Note D – Goodwill and Acquired Intangible Assets

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


Balance, December 31, 2023	$	24,723
Effect of foreign currency		(29	)
Balance, September 30, 2024	$	24,694

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


	As of September 30, 2024
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual property	7-15 years	$	16,841	$	(15,438	)	$	1,403
Trademarks	4-4.5 years		1,197		(1,197	)		—
Other	2-7 years		1,923		(1,428	)		495
In-process research and development	Indefinite		2,057		—			2,057
Total		$	22,018	$	(18,063	)	$	3,955


	As of December 31, 2023
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual property	7-15 years	$	16,841	$	(15,184	)	$	1,657
Trademarks	4-4.5 years		1,213		(1,185	)		28
Other	2-7 years		1,988		(1,319	)		669
In-process research and development	Indefinite		2,057		—			2,057
Total		$	22,099	$	(17,688	)	$	4,411

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Note E – Debt

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


Debt instrument	Balance at September 30, 2024
Current Portion:
Debentures	$	146
2015 Subordinated Notes		12,918
Other		337
Total	$	13,401


Debt instrument	Balance at December 31, 2023
Current Portion:
Debentures	$	146
Long-term Portion:
2015 Subordinated Notes		12,768
Total	$	12,914

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

Liability Related to the Sale of Future Royalties and Milestones

9 Months Ended

Sep. 30, 2024

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

The following table shows the activity within the liability account in the nine months ended September 30, 2024 (in thousands):


	Period from December 31, 2023 to September 30, 2024
Liability related to sale of future royalties and milestones - beginning balance	$	257,296
Proceeds from sale of future royalties and milestones		63,879
Non-cash royalty revenue		(75,006	)
Non-cash interest expense recognized		97,240
Liability related to sale of future royalties and milestones - ending balance		343,409
Less: unamortized transaction costs		(1,204	)
Liability related to sale of future royalties and milestones, net	$	342,205

Healthcare Royalty Partners

Ligand Pharmaceuticals

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


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

During the nine months ended September 30, 2024, we recorded $6.2 million of non-cash interest expense related to the Ligand Purchase Agreement.

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

Accrued and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

Other Liabilities Disclosure [Abstract]

Accrued and Other Current Liabilities

Note G – Accrued and Other Current Liabilities

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


	September 30, 2024		December 31, 2023
Payroll	$	10,501	$	14,512
Professional fees		5,183		7,101
Contract manufacturing costs		5,558		7,613
Research services		8,162		10,807
Other		7,291		5,250
Total	$	36,695	$	45,283

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


	September 30, 2024		December 31, 2023
Finance lease liabilities	$	7,398	$	10,457
Purchaser Upsize Option (Note F)		2,161		—
Other		3,006		3,458
Total	$	12,565	$	13,915

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Measurements [Abstract]

Fair Value Measurements

Note H – Fair Value Measurements

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


Description	September 30, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents (Note C)	$	42,886	$	42,886	$	—	$	—
Long-term investments		1,499		1,499		—		—
Total	$	44,385	$	44,385	$	—	$	—
Liabilities:
Purchaser Upsize Option (Note F)	$	2,161	$	—	$	—	$	2,161
Contingent purchase price considerations		318		—		—		318
Total	$	2,479	$	—	$	—	$	2,479

Description	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents (Note C)	$	70,485	$	70,485	$	—	$	—
Long-term investments		3,222		3,222		—		—
Total	$	73,707	$	73,707	$	—	$	—
Liabilities:
Contingent purchase price consideration	$	318	$	—	$	—	$	318
Total	$	318	$	—	$	—	$	318

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

Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2024

Collaboration [Abstract]

Revenue from Contracts with Customers

Note I – Revenue from Contracts with Customers

Gilead Collaboration Agreement

Collaboration Revenue

Disaggregation of Revenue


	Three months ended September 30, 2024
	United States		Rest of World		Total
Revenue Type
Other services	$	—	$	454	$	454
Non-cash royalties		24,658		—		24,658
	$	24,658	$	454	$	25,112

	Three months ended September 30, 2023
Revenue Type
Research and development services	$	447	$	—	$	447
Other services		—		540		540
Clinical product revenue		116		—		116
Recognition of deferred revenue		2,851		—		2,851
Non-cash royalties		20,360		—		20,360
	$	23,774	$	540	$	24,314


	Nine months ended September 30, 2024
	United States		Rest of World		Total
Revenue Type
Clinical product revenue	$	267	$	—	$	267
Other services		—		1,353		1,353
Non-cash royalties		75,006		—		75,006
	$	75,273	$	1,353	$	76,626

	Nine months ended September 30, 2023
Revenue Type
Research and development services	$	1,158	$	—	$	1,158
Other services		—		2,464		2,464
Clinical product revenue		116		—		116
Recognition of deferred revenue		7,241		—		7,241
Non-cash royalties		61,534		—		61,534
	$	70,049	$	2,464	$	72,513

Contract Balances

development services or licenses bundled with other promises is a contract liability until the underlying performance obligations are transferred to the customer.

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


Nine months ended September 30, 2024	Balance at beginning of period		Additions		Deductions			Balance at end of period
Contract liabilities:
Deferred revenue	$	1,161	$	6	$	(14	)	$	1,153

Share-Based Compensation Plans

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Share-Based Compensation Plans

Note J – Share-based Compensation Plans

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


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2023		2,141,360		$	65.00
Granted		1,370,416			12.81
Exercised		(16,668	)		12.26
Forfeited		(67,929	)		27.45
Expired		(113,760	)		63.61
Outstanding at September 30, 2024		3,313,419		$	44.26		7.23	$	111
Vested or expected to vest at September 30, 2024		3,313,419		$	44.26		7.23	$	111
Exercisable at September 30, 2024		2,465,909		$	50.15		6.75	$	—

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

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


	Non-vested Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		27,163		$	37.20
Granted		41,452			13.05
Vested		(17,002	)		28.15
Forfeited		(15,500	)		21.39
Outstanding at September 30, 2024		36,113		$	20.52

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	4,649	$	1,464	$	10,685	$	4,853
General and administrative		4,631		4,072		12,081		12,210
Total share-based compensation expense	$	9,280	$	5,536	$	22,766	$	17,063

Restricted Cash

9 Months Ended

Sep. 30, 2024

Cash and Cash Equivalents [Abstract]

Restricted Cash

Note K – Restricted Cash


	Nine Months Ended September 30, 2024				Nine Months Ended September 30, 2023
	Beginning of Period		End of Period		Beginning of Period		End of Period
Cash and cash equivalents	$	76,110	$	44,784	$	178,674	$	106,305
Restricted cash		3,669		3,634		2,669		3,669
Cash, cash equivalents and restricted cash	$	79,779	$	48,418	$	181,343	$	109,974

Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Equity

Note L – Equity

Non-controlling Interest

9 Months Ended

Sep. 30, 2024

Noncontrolling Interest [Abstract]

Non-controlling Interest

Note M – Non-controlling Interest


	September 30, 2024			December 31, 2023
MiNK Therapeutics, Inc.		45	%		37	%
SaponiQx, Inc.		30	%		30	%

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


	September 30, 2024			December 31, 2023
Beginning balance	$	11,949		$	6,376

Net loss attributable to non-controlling interest		(4,112	)		(11,676	)

Other items:
Sale of subsidiary shares in private placement		10,234			—
Distribution of subsidiary shares to Agenus stockholders		—			14,888
Purchase of subsidiary shares		—			(2,546	)
Issuance of subsidiary shares for employee bonus		—			1,011
Issuance of subsidiary shares for employee stock purchase plan and exercise of options		20			71
Subsidiary share-based compensation		2,441			3,825
Total other items		12,695			17,249

Ending balance	$	20,532		$	11,949

Sale of subsidiary shares in private placement

Distribution of subsidiary shares to Agenus stockholders

Purchase of subsidiary shares

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

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Note N – Related Party Transactions

Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Note O – Contingencies

Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2024

Accounting Standards Update and Change in Accounting Principle [Abstract]

Recent Accounting Pronouncements

Note P – Recent Accounting Pronouncements

Recently Issued, Not Yet Adopted

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note Q – Subsequent Events

At the Market Offerings

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

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding

The following securities (listed on an as-if-converted-to-Common-Stock basis) have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2024 and 2023, as they would be anti-dilutive (in thousands):


	Three and Nine Months Ended September 30,
	2024		2023
Warrants		965		99
Stock options		3,313		2,202
Non-vested shares		36		35
Series A-1 convertible preferred stock		17		17

Investments (Tables)

9 Months Ended

Sep. 30, 2024

Cash and Cash Equivalents [Abstract]

Schedule of Cash Equivalents

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


	September 30, 2024				December 31, 2023
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Institutional money market funds	$	42,886	$	42,886	$	70,485	$	70,485
Total	$	42,886	$	42,886	$	70,485	$	70,485

Goodwill and Acquired Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

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


Balance, December 31, 2023	$	24,723
Effect of foreign currency		(29	)
Balance, September 30, 2024	$	24,694

Schedule of Acquired Intangible Assets

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


	As of September 30, 2024
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual property	7-15 years	$	16,841	$	(15,438	)	$	1,403
Trademarks	4-4.5 years		1,197		(1,197	)		—
Other	2-7 years		1,923		(1,428	)		495
In-process research and development	Indefinite		2,057		—			2,057
Total		$	22,018	$	(18,063	)	$	3,955


	As of December 31, 2023
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual property	7-15 years	$	16,841	$	(15,184	)	$	1,657
Trademarks	4-4.5 years		1,213		(1,185	)		28
Other	2-7 years		1,988		(1,319	)		669
In-process research and development	Indefinite		2,057		—			2,057
Total		$	22,099	$	(17,688	)	$	4,411

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt Obligations

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


Debt instrument	Balance at September 30, 2024
Current Portion:
Debentures	$	146
2015 Subordinated Notes		12,918
Other		337
Total	$	13,401


Debt instrument	Balance at December 31, 2023
Current Portion:
Debentures	$	146
Long-term Portion:
2015 Subordinated Notes		12,768
Total	$	12,914

Liability Related to the Sale of Future Royalties and Milestones (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Liability Account

The following table shows the activity within the liability account in the nine months ended September 30, 2024 (in thousands):


	Period from December 31, 2023 to September 30, 2024
Liability related to sale of future royalties and milestones - beginning balance	$	257,296
Proceeds from sale of future royalties and milestones		63,879
Non-cash royalty revenue		(75,006	)
Non-cash interest expense recognized		97,240
Liability related to sale of future royalties and milestones - ending balance		343,409
Less: unamortized transaction costs		(1,204	)
Liability related to sale of future royalties and milestones, net	$	342,205

Schedule of Gross Proceeds Allocated to Identified Components


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

Accrued and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Liabilities

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


	September 30, 2024		December 31, 2023
Payroll	$	10,501	$	14,512
Professional fees		5,183		7,101
Contract manufacturing costs		5,558		7,613
Research services		8,162		10,807
Other		7,291		5,250
Total	$	36,695	$	45,283

Schedule of Other Current Liabilities

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


	September 30, 2024		December 31, 2023
Finance lease liabilities	$	7,398	$	10,457
Purchaser Upsize Option (Note F)		2,161		—
Other		3,006		3,458
Total	$	12,565	$	13,915

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities measured at Fair Value

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


Description	September 30, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents (Note C)	$	42,886	$	42,886	$	—	$	—
Long-term investments		1,499		1,499		—		—
Total	$	44,385	$	44,385	$	—	$	—
Liabilities:
Purchaser Upsize Option (Note F)	$	2,161	$	—	$	—	$	2,161
Contingent purchase price considerations		318		—		—		318
Total	$	2,479	$	—	$	—	$	2,479

Description	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents (Note C)	$	70,485	$	70,485	$	—	$	—
Long-term investments		3,222		3,222		—		—
Total	$	73,707	$	73,707	$	—	$	—
Liabilities:
Contingent purchase price consideration	$	318	$	—	$	—	$	318
Total	$	318	$	—	$	—	$	318

Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2024

Collaboration [Abstract]

Summary of Disaggregation of Revenue


	Three months ended September 30, 2024
	United States		Rest of World		Total
Revenue Type
Other services	$	—	$	454	$	454
Non-cash royalties		24,658		—		24,658
	$	24,658	$	454	$	25,112

	Three months ended September 30, 2023
Revenue Type
Research and development services	$	447	$	—	$	447
Other services		—		540		540
Clinical product revenue		116		—		116
Recognition of deferred revenue		2,851		—		2,851
Non-cash royalties		20,360		—		20,360
	$	23,774	$	540	$	24,314


	Nine months ended September 30, 2024
	United States		Rest of World		Total
Revenue Type
Clinical product revenue	$	267	$	—	$	267
Other services		—		1,353		1,353
Non-cash royalties		75,006		—		75,006
	$	75,273	$	1,353	$	76,626

	Nine months ended September 30, 2023
Revenue Type
Research and development services	$	1,158	$	—	$	1,158
Other services		—		2,464		2,464
Clinical product revenue		116		—		116
Recognition of deferred revenue		7,241		—		7,241
Non-cash royalties		61,534		—		61,534
	$	70,049	$	2,464	$	72,513

Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers

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


Nine months ended September 30, 2024	Balance at beginning of period		Additions		Deductions			Balance at end of period
Contract liabilities:
Deferred revenue	$	1,161	$	6	$	(14	)	$	1,153

Share-Based Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Schedule of Stock Option Activity

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


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2023		2,141,360		$	65.00
Granted		1,370,416			12.81
Exercised		(16,668	)		12.26
Forfeited		(67,929	)		27.45
Expired		(113,760	)		63.61
Outstanding at September 30, 2024		3,313,419		$	44.26		7.23	$	111
Vested or expected to vest at September 30, 2024		3,313,419		$	44.26		7.23	$	111
Exercisable at September 30, 2024		2,465,909		$	50.15		6.75	$	—

Summary of Non-vested Stock Activity

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


	Non-vested Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		27,163		$	37.20
Granted		41,452			13.05
Vested		(17,002	)		28.15
Forfeited		(15,500	)		21.39
Outstanding at September 30, 2024		36,113		$	20.52

Schedule of Share-Based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	4,649	$	1,464	$	10,685	$	4,853
General and administrative		4,631		4,072		12,081		12,210
Total share-based compensation expense	$	9,280	$	5,536	$	22,766	$	17,063

Restricted Cash (Tables)

9 Months Ended

Sep. 30, 2024

Cash and Cash Equivalents [Abstract]

Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash


	Nine Months Ended September 30, 2024				Nine Months Ended September 30, 2023
	Beginning of Period		End of Period		Beginning of Period		End of Period
Cash and cash equivalents	$	76,110	$	44,784	$	178,674	$	106,305
Restricted cash		3,669		3,634		2,669		3,669
Cash, cash equivalents and restricted cash	$	79,779	$	48,418	$	181,343	$	109,974

Non-controlling Interest (Tables)

9 Months Ended

Sep. 30, 2024

Noncontrolling Interest [Abstract]

Schedule Of Approximate Interests In Certain Consolidated Subsidiaries


	September 30, 2024			December 31, 2023
MiNK Therapeutics, Inc.		45	%		37	%
SaponiQx, Inc.		30	%		30	%

Schedule Of Changes In Non-controlling Interest

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


	September 30, 2024			December 31, 2023
Beginning balance	$	11,949		$	6,376

Net loss attributable to non-controlling interest		(4,112	)		(11,676	)

Other items:
Sale of subsidiary shares in private placement		10,234			—
Distribution of subsidiary shares to Agenus stockholders		—			14,888
Purchase of subsidiary shares		—			(2,546	)
Issuance of subsidiary shares for employee bonus		—			1,011
Issuance of subsidiary shares for employee stock purchase plan and exercise of options		20			71
Subsidiary share-based compensation		2,441			3,825
Total other items		12,695			17,249

Ending balance	$	20,532		$	11,949

Business, Liquidity and Basis of Presentation (Narrative) (Details)			1 Months Ended	9 Months Ended		12 Months Ended
	Apr. 04, 2024 $ / shares	Apr. 03, 2024	Aug. 31, 2023	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Jun. 30, 2024 USD ($)	Dec. 31, 2022 USD ($)
Product Information [Line Items]
Cash, cash equivalents and short term investment				$ 44,800,000
Decrease in cash and cash equivalents						$ 31,300,000
Accumulated deficit				2,137,021,000		1,955,668,000
Cash and cash equivalents				$ 44,784,000	$ 106,305,000	$ 76,110,000		$ 178,674,000
Percentage of reduced workforce			25.00%
Common stock, par value \| $ / shares	$ 0.01			$ 0.01		$ 0.01
Common Stock [Member]
Product Information [Line Items]
Reverse stock split, ratio	0.05	0.05
Reverse stock split ratio, description	1-for-20	1-for-20
Subordinated Notes [Member]
Product Information [Line Items]
Debt instrument, face amount				$ 13,000,000
Debt instrument maturity month and year				2025-02
Other income (expense)
Product Information [Line Items]
Gain on deconsolidation of certain foreign subsidiaries				$ 185,000	$ 132,000
MiNK Therapeutics, Inc.
Product Information [Line Items]
Cash and cash equivalents							$ 9,300,000

Net Loss Per Share (Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding) (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	965,000	99,000	965,000	99,000
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,313,000	2,202,000	3,313,000	2,202,000
Non-vested Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	36,000	35,000	36,000	35,000
Series A-1 convertible preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	17,000	17,000	17,000	17,000

Investments (Schedule of Cash Equivalents) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Cash And Cash Equivalents [Line Items]
Cash equivalents	$ 44,784	$ 76,110	$ 106,305	$ 178,674
Cost [Member]
Cash And Cash Equivalents [Line Items]
Cash equivalents	42,886	70,485
Estimated Fair Value [Member]
Cash And Cash Equivalents [Line Items]
Cash equivalents	42,886	70,485
Institutional Money Market Funds [Member] \| Cost [Member]
Cash And Cash Equivalents [Line Items]
Cash equivalents	42,886	70,485
Institutional Money Market Funds [Member] \| Estimated Fair Value [Member]
Cash And Cash Equivalents [Line Items]
Cash equivalents	$ 42,886	$ 70,485

Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 24,723
Effect of foreign currency	(29)
Ending balance	$ 24,694

Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross (Excluding Goodwill)	$ 22,018	$ 22,099
Accumulated amortization	(18,063)	(17,688)
Net carrying amount	3,955	4,411
Indefinite-lived Intangible Assets Acquired	2,057	2,057
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	16,841	16,841
Accumulated amortization	(15,438)	(15,184)
Net carrying amount	$ 1,403	$ 1,657
Intellectual Property [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (years)	7 years	7 years
Intellectual Property [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (years)	15 years	15 years
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 1,197	$ 1,213
Accumulated amortization	(1,197)	(1,185)
Net carrying amount	$ 0	$ 28
Trademarks [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (years)	4 years	4 years
Trademarks [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (years)	4 years 6 months	4 years 6 months
Other [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 1,923	$ 1,988
Accumulated amortization	(1,428)	(1,319)
Net carrying amount	$ 495	$ 669
Other [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (years)	2 years	2 years
Other [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (years)	7 years	7 years

Goodwill and Acquired Intangible Assets (Narrative) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	9 years
Finite-Lived Intangible Assets, Estimated Amortization Expense, Remainder of 2024	$ 0.1
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2025	0.5
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2026	0.5
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2027	0.4
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2028	$ 0.3

Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Other	$ 337
Total	13,401	$ 12,914
2015 Subordinated Notes [Member]
Debt Instrument [Line Items]
2015 Subordinated Notes	12,918	12,768
Debentures [Member]
Debt Instrument [Line Items]
Debentures	$ 146	$ 146

Debt (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Principal amount of outstanding debt	$ 13.5	$ 13.1

Liability Related to the Sale of Future Royalties and Milestones (Schedule of Liability Account) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Liability Related To Sale Of Future Royalties And Milestones [Abstract]
Liability related to sale of future royalties and milestones - beginning balance	$ 257,296
Proceeds from sale of future royalties and milestones	63,879
Non-cash royalty revenue	(75,006)
Non-cash interest expense recognized	97,240
Liability related to sale of future royalties and milestones - ending balance	343,409
Less: unamortized transaction costs	(1,204)
Liability related to sale of future royalties and milestones, net	$ 342,205

Liability Related to the Sale of Future Royalties and Milestones (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	9 Months Ended
	Jan. 19, 2018	May 31, 2024	Sep. 30, 2024	May 06, 2024
Liability Related To Sale Of Future Royalties And Milestones [Line Items]
Non-cash royalty revenue recognized			$ 75,006
Non-cash interest expense			97,240
Fair value of the Purchaser Upsize Option			2,161
Proceeds from liability related to sale of future royalties and milestones			63,879
HCR [Member] \| GSK Agreements [Member] \| Royalty Purchase Agreement [Member]
Liability Related To Sale Of Future Royalties And Milestones [Line Items]
Percentage of purchase of worldwide rights to receive royalties	100.00%
Gross proceeds received for royalty rights	$ 190,000
Non-cash royalty revenue recognized			75,000
Non-cash interest expense			$ 91,000
Effective annual interest rate			48.90%
Prospective effective annual interest rate			26.70%
Ligand Pharmaceuticals Incorporated [Member] \| Common Stock [Member]
Liability Related To Sale Of Future Royalties And Milestones [Line Items]
Warrants issued to purchase shars of common stock		867,052		867,052
Warrants, exercise price		$ 17.3		$ 17.3
Ligand Pharmaceuticals Incorporated [Member] \| Purchase Agreement [Member]
Liability Related To Sale Of Future Royalties And Milestones [Line Items]
Non-cash interest expense			$ 6,200
Effective annual interest rate			27.90%
Percentage of synthetic royalty on worldwide net sales of purchased assets		2.625%
Percentage reduction in amounts payable upon overall payments due exceeding specified return hurdle		50.00%
Percentage increase in synthetic royalty based on certain future events		1.00%
Fair value of the Purchaser Upsize Option			$ 2,200
Consideration on sale of purchased assets less reimbursable expenses		$ 75,000
Reimbursable expenses		900
Time-based option to invest, additional amount		$ 25,000
Gross proceeds from purchase agreement			75,000
Proceeds from liability related to sale of future royalties and milestones			$ 63,900
Ligand Pharmaceuticals Incorporated [Member] \| Covered License Agreements [Member] \| Purchase Agreement [Member]
Liability Related To Sale Of Future Royalties And Milestones [Line Items]
Percentage of sale of development, regulatory and commercial milestone payments eligible to receive		31.875%
Percentage of royalties receipts		18.75%

Liability Related to the Sale of Future Royalties and Milestones - Schedule of Gross Proceeds Allocated to Idenfified Components (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Liability Related To Sale Of Future Royalties And Milestones [Line Items]
Purchaser Upsize Option	$ 2,161
Litigand [Member] \| Purchase and Sale Agreement [Member]
Liability Related To Sale Of Future Royalties And Milestones [Line Items]
Liability related to sale of future royalties and milestones	63,879
Warrant	7,098
Purchaser Upsize Option	4,023
Total Ligand Purchase Agreement gross proceeds	$ 75,000

Accrued and Other Current Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Payroll	$ 10,501	$ 14,512
Professional fees	5,183	7,101
Contract manufacturing costs	5,558	7,613
Research services	8,162	10,807
Other	7,291	5,250
Total	$ 36,695	$ 45,283

Accrued and Other Current Liabilities (Schedule of Other Current Liabilities) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Other Liabilities, Current [Abstract]
Finance lease liabilities	$ 7,398	$ 10,457
Purchaser Upsize Option (Note F)	2,161
Other	3,006	3,458
Total	$ 12,565	$ 13,915

Accrued and Other Current Liabilities - (Narrative) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Other Liabilities, Current [Abstract]
Amounts owed under finance lease	$ 7.5
Lease payable description	through September 2025

Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of the Purchaser Upsize Option	$ 2,161
Contingent purchase price considerations	318	$ 318
Long-term Debt, Gross	13,500	13,100
Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of the Purchaser Upsize Option	0
Contingent purchase price considerations	0	0
Debt Instrument, Fair Value Disclosure	13,400	13,000
Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of the Purchaser Upsize Option	2,161
Contingent purchase price considerations	318	$ 318
Other Current Liabilities [Member] \| Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of the Purchaser Upsize Option	$ 2,200

Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cash equivalents	$ 42,886	$ 70,485
Long-term investments	1,499	3,222
Total	44,385	73,707
Purchaser Upsize Option	2,161
Contingent purchase price considerations	318	318
Total	2,479	318
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cash equivalents	42,886	70,485
Long-term investments	1,499	3,222
Total	44,385	73,707
Purchaser Upsize Option	0
Contingent purchase price considerations	0	0
Total	0	0
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cash equivalents	0	0
Long-term investments	0	0
Total	0	0
Purchaser Upsize Option	0
Contingent purchase price considerations	0	0
Total	0	0
Significant Unobservable Inputs (Level 3) [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cash equivalents	0	0
Long-term investments	0	0
Total	0	0
Purchaser Upsize Option	2,161
Contingent purchase price considerations	318	318
Total	$ 2,479	$ 318

Revenue from Contracts with Customers (Narrative) (Details) - USD ($)		3 Months Ended						9 Months Ended
	Jan. 23, 2019	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue From Contract With Customer [Line Items]
Shares sold at the market		$ 6,776,000	$ 1,990,000	$ 17,171,000	$ 20,350,000	$ 42,247,000	$ 60,583,000
Revenue		25,112,000			24,314,000			$ 76,626,000	$ 72,513,000
Asset impairment charges								0
Capitalized contract , cost		0						0
Research and Development Revenue [Member]
Revenue From Contract With Customer [Line Items]
Revenue					3,414,000			267,000	8,515,000
Gilead Sciences, Inc. [Member] \| Collaborative Arrangement [Member]
Revenue From Contract With Customer [Line Items]
Fee received	$ 120,000,000
Shares sold at the market	$ 30,000,000
Revenue		$ 0						$ 0
Gilead Sciences, Inc. [Member] \| Collaborative Arrangement [Member] \| Research and Development Revenue [Member]
Revenue From Contract With Customer [Line Items]
Revenue					$ 2,900,000				$ 7,200,000

Revenue from Contracts with Customers (Summary of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation Of Revenue [Line Items]
Revenue	$ 25,112	$ 24,314	$ 76,626	$ 72,513
Clinical Product Revenue [Member]
Disaggregation Of Revenue [Line Items]
Revenue		116	267	116
Research and development services [Member]
Disaggregation Of Revenue [Line Items]
Revenue		447		1,158
Other services [Member]
Disaggregation Of Revenue [Line Items]
Revenue	454	540	1,353	2,464
Recognition of deferred revenue [Member]
Disaggregation Of Revenue [Line Items]
Revenue		2,851		7,241
Non-cash royalty revenue [Member]
Disaggregation Of Revenue [Line Items]
Revenue	24,658	20,360	75,006	61,534
United States [Member]
Disaggregation Of Revenue [Line Items]
Revenue	24,658	23,774	75,273	70,049
United States [Member] \| Clinical Product Revenue [Member]
Disaggregation Of Revenue [Line Items]
Revenue		116	267	116
United States [Member] \| Research and development services [Member]
Disaggregation Of Revenue [Line Items]
Revenue		447		1,158
United States [Member] \| Recognition of deferred revenue [Member]
Disaggregation Of Revenue [Line Items]
Revenue		2,851		7,241
United States [Member] \| Non-cash royalty revenue [Member]
Disaggregation Of Revenue [Line Items]
Revenue	24,658	20,360	75,006	61,534
Rest of World [Member]
Disaggregation Of Revenue [Line Items]
Revenue	454	540	1,353	2,464
Rest of World [Member] \| Other services [Member]
Disaggregation Of Revenue [Line Items]
Revenue	$ 454	$ 540	$ 1,353	$ 2,464

Revenue from Contracts with Customers (Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]
Deferred revenue, Beginning Balance	$ 1,161
Additions	6
Deferred revenue, Deductions	(14)
Deferred revenue, Ending Balance	$ 1,153

Share-Based Compensation Plans (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Weighted average grant-date fair value of options granted	$ 11.45	$ 28.8
Shares issued from exercise of options	16,668
Shares issued from vesting of non vested stock	$ 28.15
Employee Stock Option [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Unrecognized share-based compensation expense	$ 15.2
Unrecognized share-based compensation expense, weighted average period	1 year 8 months 12 days
Restricted Stock [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Unrecognized share-based compensation expense, Other than option	$ 1.3
Unrecognized share-based compensation expense, weighted average period, Other than option	3 years 2 months 12 days
2019 EIP [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Maximum number of shares available for issuance	3,000,000
Shares issued from exercise of options	16,668
Shares issued from vesting of non vested stock	17,002
2009 EIP [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Deferred Compensation Arrangement with Individual, Maximum Contractual Term	10 years
2009 EIP [Member] \| Minimum [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Vesting period	3 years
2009 EIP [Member] \| Maximum [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Vesting period	4 years
2019 ESPP [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Shares issued under ESPP	30,637

Share-Based Compensation Plans (Schedule of Stock Option Activity) (Details)	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Share-Based Payment Arrangement, Noncash Expense [Abstract]
Options Outstanding, Beginning Balance \| shares	2,141,360
Options Granted \| shares	1,370,416
Options Exercised \| shares	(16,668)
Options Forfeited \| shares	(67,929)
Options Expired \| shares	(113,760)
Options Outstanding, Ending Balance \| shares	3,313,419
Options Vested or expected to vest \| shares	3,313,419
Options Exercisable \| shares	2,465,909
Options Outstanding, Weighted Average Exercise Price, Beginning Balance \| $ / shares	$ 65
Options Granted, Weighted Average Exercise Price \| $ / shares	12.81
Options Exercised, Weighted Average Exercise Price \| $ / shares	12.26
Options Forfeited, Weighted Average Exercise Price \| $ / shares	27.45
Options Expired, Weighted Average Exercise Price \| $ / shares	63.61
Options Outstanding, Weighted Average Exercise Price, Ending Balance \| $ / shares	44.26
Options Vested or expected to vest, Weighted Average Exercise Price \| $ / shares	44.26
Options Exercisable, Weighted Average Exercise Price \| $ / shares	$ 50.15
Options Outstanding, Weighted Average Remaining Contractual Term	7 years 2 months 23 days
Options Vested or expected to vest, Weighted Average Remaining Contractual Term	7 years 2 months 23 days
Options Exercisable, Weighted Average Remaining Contractual Term	6 years 9 months
Options Outstanding, Aggregate Intrinsic Value \| $	$ 111
Options Vested or expected to vest, Aggregate Intrinsic Value \| $	$ 111

Share-Based Compensation Plans (Summary of Non-vested Stock Activity) (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Payment Arrangement, Noncash Expense [Abstract]
Non-vested Shares Outstanding, Beginning Balance \| shares	27,163
Non-vested Shares Granted \| shares	41,452
Non-vested Shares Vested \| shares	(17,002)
Non-vested Shares Forfeited \| shares	(15,500)
Non-vested Shares Outstanding, Ending Balance \| shares	36,113
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance \| $ / shares	$ 37.20
Non-vested Shares Granted, Weighted Average Grant Date Fair Value \| $ / shares	13.05
Non-vested Shares Vested, Weighted Average Grant Date Fair Value \| $ / shares	28.15
Non-vested Shares Forfeited, Weighted Average Grant Date Fair Value \| $ / shares	21.39
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance \| $ / shares	$ 20.52

Share-Based Compensation Plans (Schedule of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 9,280	$ 5,536	$ 22,766	$ 17,063
Research and Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	4,649	1,464	10,685	4,853
General and Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 4,631	$ 4,072	$ 12,081	$ 12,210

Restricted Cash (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Cash and Cash Equivalents [Abstract]
Restricted cash	$ 3.6	$ 3.7

Restricted Cash (Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 44,784	$ 76,110	$ 106,305	$ 178,674
Restricted cash	3,634	3,669	3,669	2,669
Cash, cash equivalents and restricted cash	$ 48,418	$ 79,779	$ 109,974	$ 181,343

Equity (Narrative) (Details) $ / shares in Units, $ in Thousands			3 Months Ended						9 Months Ended
	Apr. 04, 2024	Apr. 03, 2024	Sep. 30, 2024 USD ($) shares	Jun. 30, 2024 USD ($) shares	Mar. 31, 2024 shares	Sep. 30, 2023 shares	Jun. 30, 2023 shares	Mar. 31, 2023 shares	Sep. 30, 2024 USD ($) shares	Aug. 08, 2024 shares	May 31, 2024 $ / shares shares	May 06, 2024 $ / shares shares
Class Of Stock [Line Items]
Common stock, preferred stock, warrants, debt securities and units \| $				$ 6,983
Common Stock [Member]
Class Of Stock [Line Items]
Shares sold at the market, shares			503,000	117,000	1,249,000	665,000	1,227,000	1,689,000
Reverse stock split, ratio	0.05	0.05
Reverse stock split ratio, description	1-for-20	1-for-20
Common Stock [Member] \| Ligand Pharmaceuticals Incorporated [Member]
Class Of Stock [Line Items]
Warrants issued to purchase shars of common stock											867,052	867,052
Warrants, exercise price \| $ / shares											$ 17.3	$ 17.3
Warrants, expiration date												May 06, 2029
At Market Issuance Sales Agreement [Member] \| New Sales Agreement [Member]
Class Of Stock [Line Items]
Shares sold at the market, shares										13,834,015
At Market Issuance Sales Agreement [Member] \| B. Riley FBR, Inc. [Member] \| New Sales Agreement [Member]
Class Of Stock [Line Items]
Shares sold at the market, shares			6,725,642						6,725,642
Common stock, preferred stock, warrants, debt securities and units \| $									$ 300,000
Net proceeds from issuance of common stock \| $			$ 6,800						$ 25,900
Shares sold at the market, shares			500,000						1,900,000

Non-controlling Interest - Schedule Of Approximate Interests In Certain Consolidated Subsidiaries (Details)	Sep. 30, 2024	Dec. 31, 2023
MiNK Therapeutics, Inc.
Minority Interest [Line Items]
Percentage of Non-controlling interest	45.00%	37.00%
SaponiQx, Inc.
Minority Interest [Line Items]
Percentage of Non-controlling interest	30.00%	30.00%

Non-controlling Interest - Schedule Of Changes In Non-controlling Interest (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Minority Interest [Line Items]
Beginning balance			$ 11,949				$ 11,949
Net loss attributable to non-controlling interest	$ (828)			$ (2,331)			(4,112)	$ (9,384)
Issuance of subsidiary shares for employee bonus								1,011
Share-based compensation	9,280	$ 9,290	4,196	5,536	$ 6,042	$ 5,485
Ending balance	20,532						20,532		$ 11,949
Non-controlling Interest [Member]
Minority Interest [Line Items]
Beginning balance			11,949			6,376	11,949	$ 6,376	6,376
Net loss attributable to non-controlling interest							(4,112)		(11,676)
Sale of subsidiary shares in private placement							10,234
Distribution of subsidiary shares to Agenus stockholders									14,888
Purchase of subsidiary shares									(2,546)
Issuance of subsidiary shares for employee bonus									1,011
Issuance of subsidiary shares for employee stock purchase plan and exercise of options							20		71
Share-based compensation	881	$ 841	$ 719	$ 935	$ 888	$ 919	2,441		3,825
Total other items							12,695		17,249
Ending balance	$ 20,532						$ 20,532		$ 11,949

Non-controlling Interest - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended		12 Months Ended
	May 13, 2024	May 01, 2023	Mar. 29, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Sep. 30, 2024	Apr. 04, 2024
Minority Interest [Line Items]
Issuance of subsidiary shares to noncontrolling interest				$ 285	$ 726
Common stock, par value						$ 0.01	$ 0.01	$ 0.01
O 2023 Q1 Dividends [Member]
Minority Interest [Line Items]
Date of declared stock dividend			Mar. 29, 2023
Dividends common stock, shares			5,000,000
Common stock, par value			$ 0.01
Close of business, date of record			Apr. 17, 2023
Dividends, date to be paid		May 01, 2023
Dividend distribution price per share		$ 0.292
Number of fractional shares issued		0
MiNK Therapeutics, Inc.
Minority Interest [Line Items]
Private placement stock issued and sold	4,640,000
Number of shares purchased, price per share	$ 1.25
Aggregate proceeds from issuance of private placement	$ 5,800
Common stock, par value			$ 0.00001
Purchase of subsidiary shares						446,494

Related Party Transactions (Narrative) (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Related Party Transaction [Line Items]
Related party expenses incurred	$ 0	$ 0
Research and Development Manufacturing Services [Member]
Related Party Transaction [Line Items]
Related party expenses incurred			$ 450,000
Clinical Research Services [Member]
Related Party Transaction [Line Items]
Related party expenses incurred		450,000
Dr. Jennifer Buell [Member]
Related Party Transaction [Line Items]
Related party expenses incurred	$ 48,000	$ 147,000

Subsequent Events (Narrative) (Details) - Subsequent Event [Member] - At Market Issuance Sales Agreement [Member] $ in Millions	1 Months Ended
	Nov. 08, 2024 USD ($) shares
Subsequent Event [Line Items]
Shares sold at the market, shares \| shares	1,763,025
Net proceeds from issuance of common stock \| $	$ 7.1

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