Form 8-K
0001098972 False 0001098972 2022-11-08 2022-11-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares



Washington, D.C. 20549





Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

November 8, 2022
Date of Report (Date of earliest event reported)



(Exact name of registrant as specified in its charter)


(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

3 Forbes Road

Lexington, MA 02421

(Address of Principal Executive Offices) (Zip Code)

(781) 674-4400

(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareAGENThe Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 8, 2022, Agenus Inc. announced its financial results for the quarter ended September 30, 2022.  In connection with the announcement, the Company issued a press release, which is being furnished as Exhibit 99.1 to this current report on Form 8-K.

The information set forth under Item 2.02 and in Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

The following exhibit is furnished herewith:

             99.1     Press Release dated November 8, 2022

             104      Cover Page Interactive Data File (embedded within the Inline XBRL document)



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 8, 2022By: /s/ Christine M. Klaskin        
  Christine M. Klaskin
  VP, Finance




Agenus Provides Corporate Update and Third Quarter 2022 Financial Report

LEXINGTON, Mass., Nov. 08, 2022 (GLOBE NEWSWIRE) -- Agenus Inc. (NASDAQ: AGEN), an immuno-oncology company with a broad pipeline targeting cancers and infectious disease, today provided a corporate update and reported financial results for the third quarter of 2022.

“Botensilimab has demonstrated impressive clinical responses in nine cold, treatment-resistant tumor types with strong durability, and we look forward to presenting expanded data in colorectal, ovarian, lung and sarcoma cohorts at a plenary session at SITC followed by our R&D event this Saturday,” said Garo Armen, PhD, Chairman and Chief Executive Officer of Agenus. “In light of these compelling clinical data, we have expanded our leadership team to accelerate the development and seek registration of botensilimab with the aim of delivering this potentially transformative new therapy to patients across multiple tumor types.”

Clinical update on botensilimab, Agenus’ innate and adaptive immune stimulator, to be presented in a plenary session of the SITC Annual Meeting

Initiated Phase 2 ACTIVATE trials in advanced MSS colorectal cancer and melanoma

Expanded clinical and regulatory leadership team to accelerate botensilimab development

Continued to advance clinical pipeline through company-led studies and corporate partnerships

Third Quarter 2022 Financial Results
We ended our third quarter 2022 with a cash, cash equivalent, and short-term investment balance of $218.2 million as compared to $238.3 million and $306.9 million on June 30, 2022, and December 31, 2021, respectively. Cash used in operations was $32.2 million for the quarter ended September 30, 2022, and $128 million for the nine-months then ended.

We recognized revenue of $22.8 million and incurred a net loss of $56.7 million, or $0.19 per share, for the third quarter ended September 30, 2022. For the nine-months ended September 30, 2022, we recognized revenue of $69.6 million and incurred a net loss of $156.6 million, or $0.54 per share.

Non-cash operating expenses for the third quarter and nine-months ended September 30, 2022, were $22.2 million and $62.8 million respectively.

Select Financial Information    
(in thousands, except per share data)    
  September 30,
December 31,
Cash, cash equivalents and short-term investments $218,230  $306,923     
  Three months ended September 30, Nine months ended September 30,
   2022   2021   2022   2021 
Revenues, royalty sales milestone $7,934  $-  $25,250  $- 
Revenues, non-cash royalty  9,224   12,593   27,001   28,903 
Revenues, research and development  4,573   238,986   13,220   242,265 
Revenues, other  1,041   1,375   4,167   4,236 
Total Revenue  22,772   252,954   69,638   275,404 
Research and development expenses  46,011   42,937   133,412   125,122 
General and administrative expenses  18,105   21,385   55,971   54,388 
Cost of service revenue  308   817   2,875   2,589 
Other income  (971)  (6,035)  (9,745)  (7,404)
Non-cash interest expense  16,041   16,298   44,629   48,295 
Non-cash contingent consideration fair value adjustment  (7)  275   (950)  13,531 
Net (loss) income $(56,715) $177,277  $(156,554) $38,883 
Net (loss) income per share attributable to Agenus Inc. common stockholders, basic $(0.19) $0.76  $(0.54) $0.19 
Net (loss) income per share attributable to Agenus Inc. common stockholders, diluted $(0.19) $0.72  $(0.54) $0.18 
Cash (used in) provided by operations $(32,191) $131,373  $(128,035) $33,072 
Non-cash operating expenses $22,194  $23,127  $62,814  $81,421 

Conference Call
Tuesday, November 8, 2022, 8:30am ET
Dial-in numbers: (646) 307-1963 (US-NY) or (800) 715-9871 (US & CA)
Event ID: 6199615

A webcast and replay of the conference call will be accessible from the Events & Presentations page of the Company’s website at and via

“The Road Taken” R&D Event
Agenus will host an in-person and virtual R&D event (“The Road Taken”) on Saturday, November 12th from 2:00 p.m. to 5:00 p.m. ET at the Prudential Tower in Boston, MA. The event will feature insights from leading cancer immunologists who will share their collective and individual expertise on the current and future state of cancer immunotherapy, including a deep dive into the botensilimab data presented at SITC. Institutional investors, research analysts, and key opinion leaders are invited to attend the event in-person and can RSVP by emailing To register for the live webcast, please click here.

About Agenus
Agenus is a clinical-stage immuno-oncology company focused on the discovery and development of therapies that engage the body's immune system to fight cancer and infections. The Company's vision is to expand the patient populations benefiting from cancer immunotherapy by pursuing combination approaches that leverage a broad repertoire of antibody therapeutics, adoptive cell therapies (through its subsidiary MiNK Therapeutics), and adjuvants (through its subsidiary SaponiQx). The Company is equipped with a suite of antibody discovery platforms and a state-of-the-art GMP manufacturing facility with the capacity to support clinical programs. Agenus is headquartered in Lexington, MA. For more information, please visit and our Twitter handle @agenus_bio. Information that may be important to investors will be routinely posted on our website and Twitter.

Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements relating to our technologies, therapeutic candidates, and capabilities, for instance, statements regarding therapeutic benefit and efficacy, mechanism of action, potency, durability, and safety and tolerability profile of our therapeutic candidates, both alone and in combination with each other and/or other agents; statements regarding future plans, including research, clinical, regulatory, and commercialization plans; and any other statements containing the words "may," "believes," "expects," "anticipates," "hopes," "intends," "plans," "will" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, the factors described under the Risk Factors section of our most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K filed with the Securities and Exchange Commission and available on our website: Agenus cautions investors not to place considerable reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this press release, and Agenus undertakes no obligation to update or revise the statements, other than to the extent required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.


Agenus Inc.
Nico Frelick
Investor Relations