Agenus SEC Filings

Agenus Inc. (AGEN) director Thomas L. Harrison received 5,780 shares of common stock on 10/01/2025 under the company's Board Compensation Election Policy, electing to take director fees in equity rather than cash. The shares were issued at an average price of $5.01, which the filer says is the average closing price for the quarter preceding issuance. After this transaction, Mr. Harrison beneficially owns 22,079 shares. The Form 4 was filed by an attorney-in-fact on 10/03/2025, and no derivative transactions are reported.

Timothy R. Wright, a director of Agenus Inc. (AGEN), reported acquiring 1,704.928 deferred stock units on 10/01/2025 under the company’s Amended and Restated Directors' Deferred Compensation Plan. Each deferred stock unit converts to one share of common stock on a 1-for-1 basis, and the filing shows 21,872.43 shares beneficially owned by Mr. Wright after the transaction. The filing notes that a prior tranche of deferred stock units was valued at $5.01 per unit on 7/01/2025, and states the October 1, 2025 unit price is the average closing price for the company’s common stock during the calendar quarter immediately preceding that date. The units are typically distributed under the Plan once the director ceases service.

Garo H. Armen, Chairman and CEO of Agenus Inc. (AGEN), reported a non-derivative acquisition on 09/19/2025. At his request and with Compensation Committee approval, Mr. Armen’s salary for the pay period ending September 19, 2025, was paid in stock: 3,734 shares of Common Stock were issued at a closing price of $4.38. Those shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan and were fully vested on issuance. Following the transaction the filing shows Mr. Armen beneficially owning 278,442 shares directly, 31,298 shares held in his IRA accounts, and 28,950 shares indirectly through trustee and partnership arrangements. The form was signed by an attorney-in-fact on 09/23/2025.

Garo H. Armen, Chairman and CEO of Agenus Inc. (AGEN), received 3,778 shares of common stock as payment of salary for the pay period ending September 5, 2025. The shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan and were fully vested on issuance. The report shows a per-share value of $4.33, the closing price on September 5, 2025. Following this issuance, Dr. Armen beneficially owns 274,708 shares directly and additional indirect holdings reported as 31,298 and 28,950 shares held in IRA accounts and other vehicles described in the footnotes. The Form 4 was signed by an attorney-in-fact on behalf of Dr. Armen on September 8, 2025.

Garo H. Armen received 3,619 shares of Agenus Inc. common stock as salary in lieu of cash for the pay period ending August 22, 2025. The shares were issued at a closing price of $4.52 on August 22, 2025, and are fully vested on issuance under the company's amended 2019 Equity Incentive plan. After the reported issuance, Dr. Armen is shown as beneficial owner of 270,930 shares directly, plus indirect holdings of 31,298 and 28,950 shares tied to his IRA accounts and other entities where he holds trustee or partnership roles.

The Form 4 reflects routine insider compensation reporting rather than an open-market purchase or sale; the filing was signed by an attorney-in-fact on August 25, 2025. Explanatory footnotes state the stock issuance was approved by the Agenus Compensation Committee and represents net salary for the stated payroll period.

Agenus Inc. reported a six-month net loss of $56.4 million and a weighted average basic and diluted loss per share of $2.03. Cash and cash equivalents were $9.5 million at June 30, 2025, and the company had an accumulated deficit of $2.2 billion and total assets of $185.2 million. The balance sheet shows a large recorded liability related to sale of future royalties and milestones, net of $312.2 million, current liabilities of $234.6 million and stockholders’ deficit attributable to Agenus of $354.6 million.

The company received $75.0 million gross proceeds from the Ligand Purchase Agreement (allocated partly to a royalty liability) and recognized $48.4 million of non-cash royalty revenue in the six months. Subsequent to quarter end it sold ~787,000 shares for net proceeds of ~$5.2 million and expects to receive $75.0 million upfront plus a $16.0 million equity investment from the Zydus transaction upon closing in Q3 2025. Management discloses substantial doubt about going concern for one year after filing and notes ongoing litigation and an SEC subpoena.

Garo H. Armen, Chairman and Chief Executive Officer of Agenus Inc. (AGEN), received 3,407 shares of common stock in lieu of cash salary for the pay period ending August 8, 2025. The shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan and the company reports a closing price of $4.80 on August 8, 2025.

After the issuance, Dr. Armen directly beneficially owns 267,311 shares. He also reports 31,298 shares held in his IRA accounts and 28,950 shares held indirectly through a GRAT and a partnership where he has a partial pecuniary interest. The filing states the issued shares are fully vested on the date of issuance.

Agenus Inc. announced its financial results for the quarter ended June 30, 2025 and furnished a related press release as Exhibit 99.1 to this current report. The 8-K notes the press release is being furnished with the report rather than being filed.

The filing explicitly states the information furnished is not intended to be "filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into other filings except by specific reference. The 8-K itself does not include financial tables or detailed results within the filing text.

Investors should consult the furnished press release (Exhibit 99.1) for the company’s reported metrics; the 8-K serves to disclose the existence of that press release and the company’s disclosure status.