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AGENUS INC (AGEN) amended a key debt facility through its subsidiary Agenus West, LLC by entering into a Second Loan Modification Agreement with Ocean 1181 LLC. The Borrower issued a Third Amended and Restated Promissory Note that keeps the outstanding principal at $24,750,000, extends the maturity date to November 30, 2029, and sets the interest rate at 13.0% per annum through maturity.
Monthly interest will continue to be paid one-half in cash and one-half in Agenus common stock. The Borrower will pay an extension fee of $247,500, also one-half in cash and one-half in common stock. Shares issued to the lender in connection with this modification are expected to rely on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D.
Agenus Inc. is registering the potential resale by selling securityholders of up to 77,976,718 shares of common stock. This includes 1,626,015 already outstanding shares, 21,409,212 shares issuable upon exercise of pre-funded warrants, and 54,941,491 shares issuable upon exercise of purchase warrants. Agenus will not receive proceeds from any resale of these shares but will receive cash proceeds if the warrants are exercised. The resale registration follows a July 2026 private placement that issued common stock, pre-funded warrants, and Series A and B warrants with exercise prices of $0.01, $4.02, and $5.03 per share, respectively, at a combined purchase price of $3.69 per unit for gross proceeds of about $85 million. Common shares outstanding were 45,009,670 as of July 31, 2026. Agenus remains a clinical-stage immuno-oncology company focused on its botensilimab/balstilimab program, but its auditors noted that recurring losses and a net capital deficiency raise substantial doubt about its ability to continue as a going concern.
Agenus Inc. approved a special one-time performance-based stock option award for Chairman and CEO Garo H. Armen under its Amended and Restated 2019 Equity Incentive Plan. The award covers 1,971,500 stock options with a 10-year term and an exercise price of $7.78 per share, matching grants made to other managers and set at a premium to the closing price on August 10, 2026. The options are split into five equal tranches, each vesting only if the share price sustains 3x, 4x, 5x, 6x, and 8x the $7.78 measurement price for 30 consecutive days within a five-year performance period, and subject to a minimum three-year service requirement. Unvested options are forfeited upon any employment termination, including retirement and change in control, with limited Committee discretion only in cases of death or disability. Shares acquired on exercise are generally subject to a one-year post-exercise holding period, and the award is subject to the company’s clawback policy.
Agenus Inc granted Chairman and CEO Armen Garo H stock options covering 1,971,500 shares of common stock at an exercise price of $7.78 per share, expiring on August 10, 2036. The award is split into five equal performance-vesting tranches. Each tranche vests only if the share price reaches and sustains, for 30 consecutive days within a five-year performance period, a level equal to 3x, 4x, 5x, 6x, and 8x the $7.78 measurement price, and is also subject to a minimum three-year service requirement.
Agenus Inc. expanded its board of directors from six to seven members and appointed Marco Tullio Marcucci as a Class II director, effective August 5, 2026. He will serve until the 2029 annual meeting of stockholders and also join the Corporate Governance and Nominating Committee. Marcucci, age 55, is an attorney based in Rome with experience in commercial and civil law, tax and administrative litigation, wealth management, capital markets, venture capital, and cross-border transactions, including biotechnology and technology investments.
As a non-employee director, Marcucci will receive an $75,000 annual cash retainer, plus $7,500 annually for committee membership. He was granted an option to purchase 7,500 shares of common stock, vesting in three equal annual installments starting August 5, 2027, subject to continued board service. Agenus states there are no appointment arrangements, family relationships, or related-party transactions requiring disclosure.
AGENUS INC director Thomas L. Harrison received a grant of 50,000 Stock Options on August 5, 2026. The options have an exercise price of $7.78 per share, are exercisable for Common Stock, and expire on August 5, 2036. They vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining two-thirds vesting in two equal annual installments thereafter. Following this award, Harrison holds 50,000 options directly.
AGENUS INC director Brian Corvese received a compensatory grant of 100,000 stock options on 2026-08-05. The options have an exercise price of $7.78 per share, expire on 2036-08-05, and were awarded under the company’s 2019 Amended and Restated Equity Incentive Plan. They vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining two-thirds vesting in two equal annual installments.
Agenus Inc. reported total revenues of $68,254 (amounts in thousands) for the six months ended June 30, 2026, up from $49,757 a year earlier, driven mainly by $57,291 of non-cash royalty revenue and $10,963 of pre-commercial BOT/BAL product revenue from early access programs.
Net income attributable to common stockholders was $38,567 (thousands) versus a prior-period loss of $53,329, largely reflecting a $40,379 (thousands) gain on the Zydus asset sale and significant non-cash items, while core operations still used $67,149 (thousands) of operating cash. Cash and cash equivalents rose to $18,738 (thousands) at June 30, 2026, excluding $7,616 (thousands) in Zydus-related escrow.
After quarter end, Agenus closed an $85.0 million private placement plus up to $255.0 million of potential warrant exercise proceeds, and now expects existing cash and net placement proceeds to fund operations into the third quarter of 2027. However, management states that additional capital will be needed to complete BOT/BAL development and reach profitability, and accounting standards require disclosure that substantial doubt exists about the company’s ability to continue as a going concern.
Agenus Inc. has filed a shelf registration statement covering the potential resale by selling securityholders of up to 77,976,718 shares of common stock. This includes 1,626,015 shares already issued, 21,409,212 shares issuable upon exercise of pre-funded warrants, and 54,941,491 shares issuable upon exercise of Series A and Series B purchase warrants issued in a July 2026 private placement.
The company will not receive proceeds from any resale of shares by the selling securityholders, but will receive cash if the warrants are exercised, which it currently expects to use for general corporate and working capital purposes. Agenus had 45,009,670 shares of common stock outstanding as of July 31, 2026, and its stock last traded at $7.49 per share on August 6, 2026. The company is a clinical-stage biotechnology firm focused on immuno-oncology, with lead program botensilimab alone and in combination with balstilimab, and it recently completed an approximately $85 million private placement that created the registered securities.