AGENUS INC [AGEN] Filings

10-Q 1 agen-20230331.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-29089

Agenus Inc.

(exact name of registrant as specified in its charter)

Delaware

06-1562417

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

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.


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01	AGEN	The Nasdaq Capital Market

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 1934 during 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 requirements for 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 of Regulation 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging 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 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 5, 2023: 348,875,959 shares.

Agenus Inc.

Three Months Ended March 31, 2023

Table of Contents


		Page
PART I
ITEM 1.	Financial Statements:	2
	Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2023 and 2022 (Unaudited)	3
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the three months ended March 31, 2023 and 2022 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	20
ITEM 4.	Controls and Procedures	21

PART II
ITEM 1.	Legal Proceedings	22
ITEM 1A.	Risk Factors	22
ITEM 6.	Exhibits	22
	Signatures	23

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share amounts)


	March 31, 2023 (unaudited)			December 31, 2022
ASSETS
Cash and cash equivalents	$	164,819		$	178,674
Short-term investments		24,414			14,684
Accounts receivable		1,417			2,741
Prepaid expenses		11,143			13,829
Other current assets		3,896			3,194
Total current assets		205,689			213,122
Property, plant and equipment, net of accumulated amortization and depreciation of $56,119 and $54,075 at March 31, 2023 and December 31, 2022, respectively		140,434			133,017
Operating lease right-of-use assets		31,029			31,269
Goodwill		25,623			25,467
Acquired intangible assets, net of accumulated amortization of $16,699 and $16,148 at March 31, 2023 and December 31, 2022, respectively		5,660			6,228
Other long-term assets		4,419			4,453
Total assets	$	412,854		$	413,556
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current portion, long-term debt	$	1,022		$	575
Current portion, liability related to sale of future royalties and milestones		84,859			83,510
Current portion, deferred revenue		9,886			12,269
Current portion, operating lease liabilities		1,972			1,943
Accounts payable		46,768			40,939
Accrued liabilities		33,454			38,259
Other current liabilities		12,937			11,457
Total current liabilities		190,898			188,952
Long-term debt, net of current portion		12,627			12,584
Liability related to sale of future royalties and milestones, net of current portion		184,527			187,753
Deferred revenue, net of current portion		1,143			1,143
Operating lease liabilities, net of current portion		62,857			63,326
Other long-term liabilities		13,911			14,700
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at March 31, 2023 and December 31, 2022; liquidation value of $33,726 at March 31, 2023		0			0
Common stock, par value $0.01 per share; 800,000,000 shares authorized; 341,663,183 and 305,573,397 shares issued at March 31, 2023 and December 31, 2022, respectively		3,417			3,056
Additional paid-in capital		1,715,291			1,644,658
Accumulated other comprehensive income		917			915
Accumulated deficit		(1,778,161	)		(1,709,907	)
Total stockholders’ deficit attributable to Agenus Inc.		(58,536	)		(61,278	)
Non-controlling interest		5,427			6,376
Total stockholders’ deficit		(53,109	)		(54,902	)
Total liabilities and stockholders’ deficit	$	412,854		$	413,556

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(Amounts in thousands, except per share amounts)


	Three Months Ended March 31,
	2023			2022
Revenue:
Research and development	$	2,612		$	6,740
Service revenue		1,184			1,567
Non-cash royalty revenue related to the sale of future royalties		19,106			17,634
Total revenues		22,902			25,941
Operating expenses:
Cost of service revenue		(2,294	)		(543	)
Research and development		(57,118	)		(42,442	)
General and administrative		(18,237	)		(18,953	)
Contingent purchase price consideration fair value adjustment		406			536
Operating loss		(54,341	)		(35,461	)
Other income (expense):
Non-operating income		40			56
Interest expense, net		(16,592	)		(15,199	)
Net loss		(70,893	)		(50,604	)
Dividends on Series A-1 convertible preferred stock		(53	)		(53	)
Less: net loss attributable to non-controlling interest		(2,639	)		(2,279	)
Net loss attributable to Agenus Inc. common stockholders	$	(68,307	)	$	(48,378	)
Per common share data:
Basic and diluted net loss attributable to Agenus Inc. common stockholders	$	(0.22	)	$	(0.19	)
Weighted average number of Agenus Inc. common shares outstanding:
Basic and diluted		317,109			258,310

Other comprehensive loss:
Foreign currency translation gain (loss)	$	2		$	(522	)
Other comprehensive gain (loss)		2			(522	)
Comprehensive loss	$	(68,305	)	$	(48,900	)

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(Amounts in thousands)


	Series A-1
	Convertible
	Preferred Stock				Common Stock								Treasury Stock
	Number of Shares		Par Value		Number of Shares			Par Value			Additional Paid-In Capital		Number of Shares			Amount			Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest			Accumulated Deficit			Total
Balance at December 31, 2022		32	$	0		305,574		$	3,056		$	1,644,658		—		$	—		$	915	$	6,376		$	(1,709,907	)	$	(54,902	)
Net loss		—		—		—			—			—		—			—			—		(2,639	)		(68,254	)		(70,893	)
Other comprehensive income		—		—		—			—			—		—			—			2		—			—			2
Share-based compensation		—		—		—			—			4,566		—			—			—		919			—			5,485
Shares sold at the market		—		—		33,785			338			60,245		—			—			—		—			—			60,583
Issuance of director deferred shares		—		—		250			3			980		—			—			—		—			—			983
Issuance of shares for services		—		—		132			1			317		—			—			—		—			—			318
Vesting of nonvested shares		—		—		5			—			—		—			—			—		—			—			—
Exercise of stock options and employee share purchases		—		—		197			2			327		—			—			—		45			—			374
Issuance of subsidiary shares for employee bonus		—		—		—			—			—		—			—			—		726			—			726
Issuance of shares for employee bonus		—		—		2,716			27			4,198		(10	)		(2,429	)		—		—			—			1,796
Retirement of treasury shares		—		—		(996	)		(10	)		—		10			2,429			—		—			—			2,419
Balance at March 31, 2023		32	$	0		341,663		$	3,417		$	1,715,291		—		$	—		$	917	$	5,427		$	(1,778,161	)	$	(53,109	)

See accompanying notes to unaudited condensed consolidated financial statements.

AGENUS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(Amounts in thousands)


	Series A-1
	Convertible
	Preferred Stock				Common Stock							Treasury Stock
	Number of Shares		Par Value		Number of Shares		Par Value		Additional Paid-In Capital			Number of Shares		Amount		Accumulated Other Comprehensive Income (Loss)			Non-controlling Interest			Accumulated Deficit			Total
Balance at December 31, 2021		32	$	0		256,899	$	2,569	$	1,520,212			—	$	—	$	1,492		$	13,469		$	(1,489,833	)	$	47,909
Net loss		—		—		—		—		—			—		—		—			(2,279	)		(48,325	)		(50,604	)
Other comprehensive loss		—		—		—		—		—			—		—		(522	)		—			—			(522	)
Share-based compensation		—		—		—		—		4,205			—		—		—			742			—			4,947
Shares sold at the market		—		—		7,039		70		19,112			—		—		—			—			—			19,182
Issuance of director deferred shares		—		—		5		—		19			—		—		—			—			—			19
Issuance of shares for services		—		—		21		1		80			—		—		—			—			—			81
Vesting of nonvested shares		—		—		143		1		(1	)		—		—		—			—			—			—
Exercise of stock options and employee share purchases		—		—		136		1		367

AGENUS INC [AGEN] Filings
10-Q	[2023-05-09]
10-K	[2023-03-16]
10-Q	[2022-11-08]
10-Q	[2022-08-09]
10-Q	[2022-05-10]
10-K	[2022-03-01]
10-Q	[2021-11-09]
10-Q	[2021-08-09]
10-Q	[2021-05-07]
10-K	[2021-03-16]
10-Q	[2020-11-09]
10-Q	[2020-08-10]
10-Q	[2020-05-11]
10-K	[2020-03-16]
10-Q	[2019-11-07]
10-Q	[2019-08-09]
10-Q	[2019-05-10]
10-K	[2019-03-18]
10-Q	[2018-11-07]
10-Q	[2018-08-09]
10-Q	[2018-05-10]
10-K	[2018-03-16]
10-Q	[2017-11-07]
10-Q	[2017-08-07]
10-Q	[2017-05-04]
10-K	[2017-03-16]
10-Q	[2016-11-09]
10-Q	[2016-08-04]
10-Q	[2016-05-09]
10-K	[2016-03-15]
10-Q	[2015-11-04]
10-Q	[2015-08-03]
10-Q	[2015-05-01]
10-K	[2015-03-16]
10-Q	[2014-10-31]
10-Q	[2014-08-01]
10-Q	[2014-05-09]
10-K	[2014-03-07]
10-Q	[2013-11-08]
10-Q	[2013-08-09]
10-Q	[2013-05-10]
10-K	[2013-03-18]
10-Q	[2012-11-07]
10-Q	[2012-08-08]
10-Q	[2012-05-09]
10-K	[2012-03-06]