Agenus 8-K Filings

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. 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. reported total revenue of $34.5 million for the quarter ended June 30, 2026, compared with $25.7 million a year earlier, including $6.4 million in pre-commercial BOT+BAL product revenue and $28.1 million in non-cash royalty revenue.

The company highlighted an oversubscribed July 2026 private placement providing approximately $85 million in upfront gross proceeds plus milestone-aligned warrants that could add up to $255 million. Based on its operating plan, Agenus expects this financing to support the planned Phase 3 ROBBIN trial and company operations through the third quarter of 2027, and through year-end 2031 if all warrants are exercised.

ROBBIN will enroll about 850 patients with high-risk Stage II/III microsatellite-stable colon cancer to test neoadjuvant BOT+BAL versus surgery followed by standard care, with event-free survival as the primary endpoint. Supporting data include NEST and UNICORN neoadjuvant results in 38 patients, where about 30% achieved pathologic complete response and 40% a major pathologic response with no recurrences at data cutoffs, and a 123-patient refractory metastatic cohort showing median overall survival of 21.2 months. Agenus also expanded global access programs and discontinued funding for the CCTG-sponsored BATTMAN Phase 3 study to prioritize ROBBIN.

Agenus Inc. entered into a securities purchase agreement for a private placement expected to close on July 15, 2026. The company will issue and sell 23,035,227 shares of common stock (or equivalent pre-funded warrants), Series A warrants for 21,144,277 shares at an exercise price of $4.02, and Series B warrants for 33,797,214 shares at $5.03. The combined effective purchase price per share plus accompanying warrants is $3.69, providing approximately $85 million in upfront gross proceeds and up to an additional $255 million upon full warrant exercise, for total potential gross proceeds of up to $340 million.

The financing supports a strategic prioritization of the botensilimab and balstilimab (BOT+BAL) regimen for neoadjuvant treatment of microsatellite-stable colon cancer, including the planned 850-patient Phase 3 ROBBIN trial with event-free survival as the primary endpoint. Agenus plans to discontinue financial support for the BATTMAN Phase 3 metastatic study. Based on current plans, existing cash plus net proceeds are expected to fund operations into the third quarter of 2027 without warrant exercise and through year-end 2031 if all Series A and B warrants are fully exercised. The company also agreed to add two Commodore Capital–designated directors as part of expanding its board to nine members and entered into a registration rights agreement to register resale of the shares and warrant shares.

Agenus Inc. entered into an agreement with existing noteholders that extends the maturity of $5.09 million of senior subordinated promissory notes from June 20, 2026 to February 18, 2027, keeping all other note terms the same.

The company also extended to June 25, 2031 the expiration dates of three existing warrant series covering an aggregate 165,000 shares of common stock, all at an exercise price of $3.25 per share. In addition, Agenus issued new 2026 D Warrants to certain noteholders to purchase 56,525 shares at the same exercise price, also expiring on June 25, 2031. The shares issuable under the new D Warrants are expected to be registered for resale within 90 days after June 29, 2026.

Agenus Inc. reported results of its Annual Meeting of Stockholders held on June 16, 2026, where 27,098,077 shares, or 65.24% of shares eligible to vote, were represented, establishing a quorum. Stockholders elected Class II directors Garo Armen and Jennifer Buell for three-year terms and approved amendments to the 2019 Employee Stock Purchase Plan, increasing shares authorized from 150,000 to 200,000, and to the 2019 Equity Incentive Plan, adding 5,000,000 shares available for issuance. They also approved a one-time stock option exchange program, endorsed 2025 executive compensation in a non-binding advisory vote, and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Agenus Inc. reported that its Senior Director, Financial Reporting and Compliance and Principal Accounting Officer, Austin Charette, has decided to resign. He informed the company on May 12, 2026, and his resignation will be effective May 29, 2026. The filing does not describe any replacement or changes to broader strategy, focusing solely on this leadership transition in the finance function.

Agenus Inc. reported much stronger results for the quarter ended March 31, 2026, helped by its strategic collaboration with Zydus and growing early access use of its BOT+BAL immunotherapy combination. Total revenue rose to $33.7 million, up from $24.1 million a year earlier, and net income improved to a profit of $39.2 million versus a $26.4 million loss in the prior-year quarter.

Cash and cash equivalents were $35.0 million as of March 31, 2026, compared with $18.5 million a year earlier, with an additional $11.7 million raised after quarter-end through an at-the-market equity program. The Zydus collaboration, which closed in January 2026, delivered $91 million of upfront capital including $75 million in cash for U.S. manufacturing facilities and a $16 million equity investment, plus up to $50 million in contingent payments tied to BOT+BAL production orders.

Agenus highlighted that approximately 1,300 patients have been treated with botensilimab and/or balstilimab and that its global Phase 3 BATTMAN trial in refractory MSS colorectal cancer began enrolling patients in April 2026. The company is focusing operating priorities on BOT+BAL while targeting about $50 million in annualized operating expenses to support development. It also noted that the SEC concluded its investigation in May 2026 with no enforcement action recommended and that a related putative securities class action was dismissed in its entirety by a U.S. District Court in March 2026.

Agenus Inc. reports a favorable court ruling in a securities case. On March 24, 2026, the U.S. District Court for the District of Massachusetts dismissed in full a putative securities class action, Byron Olsen v. Agenus Inc. et al., alleging violations of federal securities laws related to the company’s public disclosures.

The court granted the defendants’ motion to dismiss the amended complaint in its entirety and also denied the plaintiff’s request for leave to amend, effectively ending this lawsuit in favor of Agenus and the named individual executives.

Agenus Inc. reported fourth-quarter 2025 operating income of $14.4 million and a full-year 2025 operating loss of $20.2 million, driven by growing collaboration and pre-commercial revenues. Pre-commercial product revenue from early access use of BOT+BAL reached $3.2 million in Q4 and $4.2 million for the year, while other revenue, including non-cash royalty revenue, totaled $31.1 million for Q4 and $110.0 million for 2025.

The BOT+BAL immunotherapy program advanced significantly. Agenus initiated the global Phase 3 BATTMAN registrational trial in refractory microsatellite-stable metastatic colorectal cancer, targeting about 830 patients at more than 100 sites. Clinical data in heavily pretreated MSS mCRC showed a two-year overall survival of 42% and approximately 21-month median overall survival, compared with previously reported 10–14 months for standard therapies.

Commercial readiness also progressed through early access programs and a major manufacturing partnership. France’s AAC program expanded reimbursed access to ovarian cancer and sarcoma, and paid named-patient programs generated over 200 inquiries from more than 30 countries. A strategic collaboration with Zydus Lifesciences delivered $91 million in upfront capital, subject to closing adjustments, plus a $20 million contingent payment, while securing dedicated U.S. biologics manufacturing capacity for BOT+BAL.

Agenus Inc. has completed the sale of substantially all assets of its manufacturing operations, primarily run through Agenus West, to Zydus for cash consideration of $75.0 million, less certain reimbursable expenses and other closing payments, with the transaction closing on January 15, 2026. The disposition is treated as a significant business disposition, and Agenus has filed unaudited pro forma condensed consolidated financial statements as of September 30, 2025 and for earlier periods.

At the same time, a previously announced License Agreement with Zydus Lifesciences Limited became effective, granting Zydus an exclusive license in India and Sri Lanka to develop, manufacture, and commercialize products based on Agenus’ proprietary BOT/BAL cancer immunotherapy drug product. Agenus also closed a Securities Purchase Agreement with Zynext Ventures USA LLC, under which Zynext purchased 2,133,333 shares of Agenus common stock for approximately $16.0 million, or $7.50 per share, in an unregistered equity sale.

Agenus Inc. reported leadership changes in its finance function. Effective January 8, 2026, the Board appointed Chairman and Chief Executive Officer Dr. Garo Armen, age 72, to also serve as interim Chief Financial Officer and Principal Financial Officer. There were no new or modified compensation arrangements tied to this added role, and he continues to receive his base salary and any potential bonus payments in Agenus stock rather than cash.

Also effective January 8, 2026, the Board appointed Austin Charette, age 37, currently Senior Director of Financial Reporting and Compliance, as Principal Accounting Officer. He has been with Agenus since 2017 in various financial reporting and compliance roles, following prior experience at Deloitte & Touche LLP. The company states there are no new compensation arrangements or related-party relationships connected to either appointment.

Agenus Inc. entered into an amendment and release agreement with Ligand Pharmaceuticals related to a previously disclosed purchase and sale agreement and warrant. Under this amendment, Ligand agreed to release liens it holds on certain Agenus assets. In return, the exercise price of Ligand’s warrant was reduced from $17.30 per share to $7.50 per share, changing the economic terms of that warrant for future exercises.

Agenus Inc. reported its quarterly results for the period ended September 30, 2025 and furnished the accompanying press release as Exhibit 99.1. The company submitted this information under Item 2.02 of Form 8-K.

The disclosure is designated as “furnished,” not “filed,” meaning it is not subject to Section 18 liabilities and is only incorporated by reference if expressly stated. Agenus’s common stock trades on the Nasdaq Global Market under the symbol AGEN.

Agenus Inc. entered into a Promissory Note Agreement with Zydus Pharmaceuticals (USA) Inc. for up to $10,000,000 of short-term funding. The note bears 3.81% annual interest and is due at the closing of previously signed asset and securities purchase agreements with Zydus, or within ten days after notice that those deals will not close.

Proceeds will support operating expenses at Agenus’s Emeryville and Berkeley facilities during the fourth quarter of 2025 and to make certain payments related to assets covered by the asset purchase agreement. The facility-related fourth-quarter funding will be forgiven and not repaid if the transactions with Zydus are completed. As collateral, Agenus pledged 822,910 shares of MiNK Therapeutics, Inc. common stock, which are expected to be released once the note is repaid or forgiven.

Agenus Inc. reported an update on its previously announced transactions with Zydus Pharmaceuticals (USA) Inc., involving the sale of its manufacturing operations, a minority equity investment by Zydus, and a license granting Zydus commercial rights in India and Sri Lanka for BOT/BOL-related intellectual property. The companies had already submitted an initial filing to the Committee on Foreign Investment in the United States (CFIUS).

On September 17, 2025, CFIUS requested that Agenus and Zydus voluntarily submit a full notice application for these transactions. As a result of the expected timing of this extended CFIUS review, Agenus now anticipates that the closing of the transactions will occur in the fourth quarter of 2025 rather than earlier.

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.

Agenus (Nasdaq: AGEN) filed an 8-K detailing the results of its 17 June 2025 Annual Meeting, where 16.71 million shares—61.5 % of shares outstanding—were represented.

Board elections: Class I directors Brian Corvese (5.99 m for / 4.83 m withheld) and Timothy Wright (6.86 m for / 3.96 m withheld) were elected to serve until 2028.

Equity & compensation matters:

• Stockholders approved expanding the 2019 Equity Incentive Plan to 12.05 m shares, adding 7.0 m shares (6.14 m for / 4.59 m against / 0.08 m abstain).
• They approved raising share limits on the Directors’ Deferred Compensation Plan (+25 k shares) and the 2019 ESPP (+50 k shares).
• A one-time option exchange was rejected (4.87 m for / 5.82 m against).
• The advisory say-on-pay resolution was also rejected (5.16 m for / 5.18 m against).

Audit: KPMG LLP was ratified for FY 2025 (13.62 m for / 2.87 m against).

The voting pattern shows notable shareholder resistance to current compensation practices—even as additional share reserves for future equity awards were endorsed—signalling potential governance scrutiny ahead.