艾吉纳斯 2025年度报告

or Agenus Inc.(exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ 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 1934during 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 requirementsfor 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 ofRegulation 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, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the 2026 Annual Meeting of Stockholders, which the registrant intends to file with theSecurities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2025, areincorporated by reference into Part III of this Report. TABLE OF CONTENTS PART I ITEM 1.BUSINESS3Our Business3Intellectual Property Portfolio8Regulatory Compliance9Competition10Human Capital Resources and Employees12Corporate History12Availability of Periodic SEC Reports12ITEM 1A.RISK FACTORS13ITEM 1B.UNRESOLVED STAFF COMMENTS64ITEM 1C.CYBERSECURITY64ITEM 2.PROPERTIES65ITEM 3.LEGAL PROCEEDINGS65ITEM 4.MINE SAFETY DISCLOSURES65PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES66ITEM 6.RESERVED67ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS68ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK76ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA77ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE122ITEM 9A.CONTROLS AND PROCEDURES122ITEM 9B.OTHER INFORMATION124ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS125PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE126ITEM 11.EXECUTIVE COMPENSATION126ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS126ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE126ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES126PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES127ITEM 16FORM 10-K SUMMARY133 Note Regarding Forward-Looking Statements This Annual Report on Form 10-K and other written and oral statements the Company makes from time to time containforward-looking statements. 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. Forward-looking statements include discussion of futureoperating or financial performance. You also can identify forward-looking statements by the fact that they do not relate strictly tohistorical or current facts. Forward-looking