AGENUS INC

Agenus Inc.'s Compensation Committee approved a special, one-time performance-based stock option award for Chairman and CEO Garo H. Armen. The award consists of 1,971,500 options with a 10-year term and an exercise price of $7.78 per share, which was above the closing price on the grant date at Dr. Armen's request. These options vest in five equal tranches, contingent on the company's stock price achieving and sustaining multiples of the $7.78 measurement price (3x, 4x, 5x, 6x, and 8x) over a five-year performance period, subject to a three-year service requirement. The award is also subject to the company's clawback policy, and unvested options are forfeited upon termination.

Agenus Inc. announced an expansion of its Board of Directors from six to seven members. Marco Tullio Marcucci was appointed as a Class II director, effective immediately, and will serve until the Company's 2029 annual meeting. He will also join the Corporate Governance and Nominating Committee. Mr. Marcucci brings extensive legal, capital markets, and venture capital experience, and his compensation includes an annual cash retainer of $75,000, a committee retainer of $7,500, and an option to purchase 7,500 shares.

Agenus reported a net loss of $0.6 million for Q2 2026 but achieved a net income of $38.6 million for the six months ended June 30, 2026, a significant improvement from a $53.3 million net loss in the prior year period. The company materially strengthened its liquidity, with cash and cash equivalents increasing to $18.7 million from $3.0 million at year-end 2025, driven by $91.0 million from Zydus agreements and $85.0 million upfront gross proceeds from a private placement. Despite these capital raises and improved financial performance, management noted substantial doubt about the company's ability to continue as a going concern for at least one year.

Agenus reported its second quarter 2026 financial results, with total revenue increasing to $34.5 million from $25.7 million year-over-year, including $6.4 million in pre-commercial product revenue. The company is advancing its Phase 3 ROBBIN trial for BOT+BAL in neoadjuvant MSS colon cancer, targeting an estimated $7 billion annual U.S. sales opportunity. This initiative is supported by a recently completed $85 million private placement, with potential for an additional $255 million from milestone-aligned warrants, expected to fund operations through year-end 2031 if fully exercised. ROBBIN trial initiation and first patient dosing are anticipated in Q1 2027.

Agenus Inc. announced an oversubscribed private placement expected to generate up to $340 million in gross proceeds. The financing includes $85 million upfront and up to $255 million from the exercise of accompanying Series A and Series B purchase warrants. The funds will primarily support the advancement of the registrational ROBBIN Phase 3 clinical trial for its BOT+BAL combination product in neoadjuvant microsatellite-stable (MSS) colon cancer, a market with a potential annual sales opportunity exceeding $7 billion in the US. To focus resources, the company will discontinue financial support for the BATTMAN Phase 3 study.

Agenus Inc. entered into an amendment with existing noteholders to extend the maturity date of $5.09 million in senior subordinated promissory notes by eight months to February 18, 2027. The company also extended the expiration dates of previously issued 2022 A, 2022 B, and 2025 C Warrants to June 25, 2031. Additionally, Agenus issued new 2026 D Warrants to certain noteholders, allowing them to purchase an aggregate of 56,525 shares of common stock at an exercise price of $3.25 per share, also expiring on June 25, 2031.

Agenus Inc. announced that Austin Charette, its Senior Director, Financial Reporting and Compliance and Principal Accounting Officer, will be resigning from his position. His departure is effective May 29, 2026.

Agenus reported a significant swing to net income of $39.172 million, or $1.03 basic EPS, for the first quarter of 2026, compared to a net loss in the prior year. This improvement was largely driven by a $40.379 million gain from the Zydus asset sale and reduced operating expenses. The company's cash and cash equivalents increased substantially to $35.0 million, bolstering its liquidity position. However, management noted substantial doubt about its ability to continue as a going concern for at least one year, despite expecting existing cash and anticipated revenues to support liquidity into 2027.

Agenus Inc. reported its first quarter 2026 financial results, highlighting a significant transition to execution for its lead clinical program, botensilimab plus balstilimab (BOT+BAL). Key operational advancements include the commencement of patient enrollment in the Phase 3 BATTMAN trial for BOT+BAL and the closing of a strategic collaboration with Zydus Lifesciences, which delivered $91 million in upfront capital and secured dedicated U.S. biologics manufacturing capacity. Additionally, the company announced the conclusion of an SEC investigation with no enforcement action and the dismissal of a related securities class action.

Agenus Inc. announced its Annual Meeting of Stockholders for June 16, 2026, presenting proposals including the election of directors, an increase of 5,000,000 shares for its 2019 Equity Incentive Plan, and a one-time stock option exchange program. The company highlighted significant progress in 2025 and early 2026, including durable clinical data for BOT+BAL, first revenues from early access programs in France, and the initiation of the Phase 3 BATTMAN trial. Agenus also strengthened its balance sheet through a $91.0 million strategic collaboration with Zydus Lifesciences and reduced its annualized operating burn to approximately $50 million.