艾吉纳斯 2026年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number: 000-29089 Delaware(State or other jurisdiction ofincorporation or organization) 3 Forbes Road, Lexington, Massachusetts 02421(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code:(781) 674-4400 Securities registered or to be registered pursuant to Section 12(b) of the Act. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod 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, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ Number of shares outstanding of the issuer’s Common Stock as of May 7, 2026: 41,642,431 shares. Agenus Inc.Three Months Ended March 31, 2026Table of Contents PART I ITEM 1.Financial Statements:2Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20252Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three monthsended March 31, 2026 and 2025 (Unaudited)3Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the threemonths ended March 31, 2026 and 2025 (Unaudited)4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025(Unaudited)6Notes to Unaudited Condensed Consolidated Financial Statements7ITEM 2.Management's Discussion and Analysis of Financial Condition and Results of Operations23ITEM 3.Quantitative and Qualitative Disclosures About Market Risk28ITEM 4.Controls and Procedures28 PART II ITEM 1.Legal ProceedingsITEM 1A.Risk FactorsITEM 5.Other InformationITEM 6.ExhibitsSignatures AGENUS INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(Unaudited)(Amounts in thousands, except per share amounts) AGENUS INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’DEFICIT(Unaudited)(Amounts in thousands) AGENUS INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(Amounts in thousands, except per share amounts) AGENUS INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2026 Note A – Business, Liquidity and Basis of Presentation Agenus Inc. (including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is aclinical-stage biotechnology company focused on discovering and developing immunotherapies for cancer and infectious disease.Our primary business is immuno-oncology ("I-O"), where we are advancing antibody-based programs to activate innate andadaptive immunity, overcome tumor immune evasion and expand the population of patients who may benefit from immunotherapy.Our lead clinical program is botensilimab (“BOT” or “AGEN1181”), alone and in combination with balstilimab (“BAL”). We alsomaintain select clinical-stage immuno-oncology assets, which may be used as standalone agents or be complimentary tobotensilimab plus balstilimab (“BOT/BAL”). Agenus also maintains an equity investment in MiNK Therapeutics, Inc. ("MiNK")and a majority ownership of a vaccine adjuvant business through our subsidiary SaponiQx, Inc. ("SaponiQx"). We use internal discovery, translational, clinical and regulatory capabilities together with selected collaborations to advanceproduct candidates. Following our strategic realignment announced in December 2024, we prioritized the botensilimab/balstilimabprogram and temporarily paused certain non-core preclinical and clinical activities while we evaluate partnering