Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Entity Registrant Name | AGENUS INC | |
Entity Central Index Key | 0001098972 | |
Entity Current Reporting Status | Yes | |
Trading Symbol | AGEN | |
Security Exchange Name | NASDAQ | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common stock, par value $0.01 | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 379,572,187 | |
Entity File Number | 000-29089 | |
Entity Tax Identification Number | 06-1562417 | |
Entity Address, Address Line One | 3 Forbes Road | |
Entity Address, City or Town | Lexington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02421 | |
City Area Code | 781 | |
Local Phone Number | 674-4400 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 143,205 | $ 178,674 |
Short-term investments | 14,647 | 14,684 |
Accounts receivable | 1,341 | 2,741 |
Prepaid expenses | 8,699 | 13,829 |
Other current assets | 2,843 | 3,194 |
Total current assets | 170,735 | 213,122 |
Property, plant and equipment, net of accumulated amortization and depreciation of $58,489 and $54,075 at June 30, 2023 and December 31, 2022, respectively | 143,358 | 133,017 |
Operating lease right-of-use assets | 30,528 | 31,269 |
Goodwill | 24,728 | 25,467 |
Acquired intangible assets, net of accumulated amortization of $17,123 and $16,148 at June 30, 2023 and December 31, 2022, respectively | 4,986 | 6,228 |
Other long-term assets | 9,258 | 4,453 |
Total assets | 383,593 | 413,556 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Current portion, long-term debt | 622 | 575 |
Current portion, liability related to sale of future royalties and milestones | 97,778 | 83,510 |
Current portion, deferred revenue | 7,828 | 12,269 |
Current portion, operating lease liabilities | 1,905 | 1,943 |
Accounts payable | 52,473 | 40,939 |
Accrued liabilities | 30,194 | 38,259 |
Other current liabilities | 13,268 | 11,457 |
Total current liabilities | 204,068 | 188,952 |
Long-term debt, net of current portion | 12,673 | 12,584 |
Liability related to sale of future royalties and milestones, net of current portion | 169,142 | 187,753 |
Deferred revenue, net of current portion | 1,143 | 1,143 |
Operating lease liabilities, net of current portion | 62,253 | 63,326 |
Other long-term liabilities | 11,075 | 14,700 |
Commitments and contingencies | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Common stock, par value $0.01 per share; 800,000,000 shares authorized; 367,491,091 and 305,573,397 shares issued at June 30, 2023 and December 31, 2022, respectively | 3,675 | 3,056 |
Additional paid-in capital | 1,751,024 | 1,644,658 |
Accumulated other comprehensive income (loss) | (717) | 915 |
Accumulated deficit | (1,847,177) | (1,709,907) |
Total stockholders' deficit attributable to Agenus Inc. | (93,195) | (61,278) |
Non-controlling interest | 16,434 | 6,376 |
Total stockholders' deficit | (76,761) | (54,902) |
Total liabilities and stockholders' deficit | 383,593 | 413,556 |
Series A-1 convertible preferred stock [Member] | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at June 30, 2023 and December 31, 2022; liquidation value of $33,779 at June 30, 2023 | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property plant and equipment, accumulated amortization and depreciation | $ 58,489 | $ 54,075 |
Acquired intangible assets, accumulated amortization | $ 17,123 | $ 16,148 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 367,491,091 | 305,573,397 |
Series A-1 convertible preferred stock [Member] | ||
Series A-1 convertible preferred stock, shares designated | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares issued | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares outstanding | 31,620 | 31,620 |
Series A-1 convertible preferred stock, liquidation value | $ 33,779 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||||
Total revenues | $ 25,296 | $ 20,926 | $ 48,198 | $ 46,867 |
Operating expenses: | ||||
Cost of service revenue | (254) | (2,024) | (2,548) | (2,567) |
Research and development | (59,285) | (44,960) | (116,402) | (87,404) |
General and administrative | (20,415) | (18,914) | (38,653) | (37,866) |
Contingent purchase price consideration fair value adjustment | (8) | 407 | 398 | 943 |
Operating loss | (54,666) | (44,565) | (109,007) | (80,027) |
Other income (expense): | ||||
Non-operating income (expense) | (244) | 9,061 | (204) | 9,118 |
Interest expense, net | (18,520) | (13,731) | (35,112) | (28,930) |
Net loss | (73,430) | (49,235) | (144,323) | (99,839) |
Dividends on Series A-1 convertible preferred stock | (53) | (53) | (107) | (106) |
Less: net loss attributable to non-controlling interest | (4,414) | (2,801) | (7,053) | (5,081) |
Net loss attributable to Agenus Inc. common stockholders | $ (69,069) | $ (46,487) | $ (137,377) | $ (94,864) |
Per common share data: | ||||
Basic net loss attributable to Agenus Inc. common stockholders | $ (0.2) | $ (0.17) | $ (0.41) | $ (0.35) |
Diluted net loss attributable to Agenus Inc. common stockholders | $ (0.2) | $ (0.17) | $ (0.41) | $ (0.35) |
Weighted average number of Agenus Inc. common shares outstanding: | ||||
Basic | 351,379 | 277,033 | 334,339 | 267,723 |
Diluted | 351,379 | 277,033 | 334,339 | 267,723 |
Other comprehensive loss: | ||||
Foreign currency translation gain (loss) | $ (1,634) | $ 1,179 | $ (1,632) | $ 657 |
Other comprehensive gain (loss) | (1,634) | 1,179 | (1,632) | 657 |
Comprehensive loss | (70,703) | (45,308) | (139,009) | (94,207) |
Research and Development [Member] | ||||
Revenue: | ||||
Total revenues | 2,489 | 1,907 | 5,101 | 8,647 |
Royalty Sales Milestone [Member] | ||||
Revenue: | ||||
Total revenues | 17,316 | 17,316 | ||
Service Revenue [Member] | ||||
Revenue: | ||||
Total revenues | 739 | 1,559 | 1,923 | 3,126 |
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member] | ||||
Revenue: | ||||
Total revenues | $ 22,068 | $ 144 | $ 41,174 | $ 17,778 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | MiNK Therapeutics, Inc. | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] MiNK Therapeutics, Inc. | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-controlling Interest [Member] | Non-controlling Interest [Member] MiNK Therapeutics, Inc. | Accumulated Deficit [Member] | Series A-1 convertible preferred stock [Member] Preferred Stock [Member] |
Stockholders' Equity, Beginning Balance at Dec. 31, 2021 | $ 47,909 | $ 2,569 | $ 1,520,212 | $ 1,492 | $ 13,469 | $ (1,489,833) | |||||
Balance, shares at Dec. 31, 2021 | 256,899,000 | ||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2021 | $ 0 | ||||||||||
Temporary Equity, shares at Dec. 31, 2021 | 32,000 | ||||||||||
Net loss | (50,604) | (2,279) | (48,325) | ||||||||
Other comprehensive income (loss) | (522) | (522) | |||||||||
Share-based compensation | 4,947 | 4,205 | 742 | ||||||||
Shares sold at the market | 19,182 | $ 70 | 19,112 | ||||||||
Shares sold at the market, shares | 7,039,000 | ||||||||||
Issuance of director deferred shares | 19 | 19 | |||||||||
Issuance of director deferred shares, shares | 5,000 | ||||||||||
Issuance of shares for services | 81 | $ 1 | 80 | ||||||||
Issuance of shares for services, shares | 21,000 | ||||||||||
Vesting of nonvested shares | $ 1 | (1) | |||||||||
Vesting of nonvested shares, shares | 143,000 | ||||||||||
Exercise of stock options and employee share purchases | 368 | $ 1 | 367 | ||||||||
Exercise of stock options and employee share purchases, shares | 136,000 | ||||||||||
Issuance of shares for employee bonus | 2,903 | $ 38 | 6,245 | $ (3,380) | |||||||
Issuance of shares for employee bonus, Shares | 3,845,000 | (1,347,000) | |||||||||
Retirement of treasury shares | 3,367 | $ (13) | $ 3,380 | ||||||||
Retirement of treasury shares, share | (1,347,000) | 1,347,000 | |||||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2022 | 27,650 | $ 2,667 | 1,550,239 | 970 | 11,932 | (1,538,158) | |||||
Temporary Equity, Ending Balance at Mar. 31, 2022 | $ 0 | ||||||||||
Balance, shares at Mar. 31, 2022 | 266,741,000 | ||||||||||
Temporary Equity, shares at Mar. 31, 2022 | 32,000 | ||||||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2021 | 47,909 | $ 2,569 | 1,520,212 | 1,492 | 13,469 | (1,489,833) | |||||
Balance, shares at Dec. 31, 2021 | 256,899,000 | ||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2021 | $ 0 | ||||||||||
Temporary Equity, shares at Dec. 31, 2021 | 32,000 | ||||||||||
Net loss | (99,839) | ||||||||||
Other comprehensive income (loss) | 657 | ||||||||||
Stockholders' Equity, Ending Balance at Jun. 30, 2022 | 13,638 | $ 2,829 | 1,583,030 | 2,149 | 10,222 | (1,584,592) | |||||
Temporary Equity, Ending Balance at Jun. 30, 2022 | $ 0 | ||||||||||
Balance, shares at Jun. 30, 2022 | 282,862,000 | ||||||||||
Temporary Equity, shares at Jun. 30, 2022 | 32,000 | ||||||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2021 | 47,909 | $ 2,569 | 1,520,212 | 1,492 | 13,469 | (1,489,833) | |||||
Balance, shares at Dec. 31, 2021 | 256,899,000 | ||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2021 | $ 0 | ||||||||||
Temporary Equity, shares at Dec. 31, 2021 | 32,000 | ||||||||||
Share-based compensation | 3,195 | ||||||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2022 | (54,902) | $ 3,056 | 1,644,658 | 915 | 6,376 | (1,709,907) | |||||
Temporary Equity, Ending Balance at Dec. 31, 2022 | $ 0 | ||||||||||
Balance, shares at Dec. 31, 2022 | 305,574,000 | ||||||||||
Temporary Equity, shares at Dec. 31, 2022 | 32,000 | ||||||||||
Stockholders' Equity, Beginning Balance at Mar. 31, 2022 | 27,650 | $ 2,667 | 1,550,239 | 970 | 11,932 | (1,538,158) | |||||
Balance, shares at Mar. 31, 2022 | 266,741,000 | ||||||||||
Temporary Equity, Beginning Balance at Mar. 31, 2022 | $ 0 | ||||||||||
Temporary Equity, shares at Mar. 31, 2022 | 32,000 | ||||||||||
Net loss | (49,235) | (2,801) | (46,434) | ||||||||
Other comprehensive income (loss) | 1,179 | 1,179 | |||||||||
Share-based compensation | 4,615 | 3,818 | 797 | ||||||||
Shares sold at the market | 28,237 | $ 158 | 28,079 | ||||||||
Shares sold at the market, shares | 15,782,000 | ||||||||||
Issuance of shares for milestone achievement | 500 | $ 2 | 498 | ||||||||
Issuance of shares for milestone achievement, shares | 180,000 | ||||||||||
Issuance of shares for services | 20 | $ 1 | 19 | ||||||||
Issuance of shares for services, shares | 7,000 | ||||||||||
Exercise of stock options | 14 | 14 | |||||||||
Exercise of stock options, shares | 6,000 | ||||||||||
Issuance of subsidiary shares to noncontrolling interest | 294 | 294 | |||||||||
Issuance of shares for employee bonus | 114 | $ 2 | 363 | $ (251) | |||||||
Issuance of shares for employee bonus, Shares | 246,000 | (100,000) | |||||||||
Retirement of treasury shares | 250 | $ (1) | $ 251 | ||||||||
Retirement of treasury shares, share | (100,000) | 100,000 | |||||||||
Stockholders' Equity, Ending Balance at Jun. 30, 2022 | 13,638 | $ 2,829 | 1,583,030 | 2,149 | 10,222 | (1,584,592) | |||||
Temporary Equity, Ending Balance at Jun. 30, 2022 | $ 0 | ||||||||||
Balance, shares at Jun. 30, 2022 | 282,862,000 | ||||||||||
Temporary Equity, shares at Jun. 30, 2022 | 32,000 | ||||||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2022 | (54,902) | $ 3,056 | 1,644,658 | 915 | 6,376 | (1,709,907) | |||||
Balance, shares at Dec. 31, 2022 | 305,574,000 | ||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2022 | $ 0 | ||||||||||
Temporary Equity, shares at Dec. 31, 2022 | 32,000 | ||||||||||
Net loss | (70,893) | (2,639) | (68,254) | ||||||||
Other comprehensive income (loss) | 2 | 2 | |||||||||
Share-based compensation | 5,485 | 4,566 | 919 | ||||||||
Shares sold at the market | 60,583 | $ 338 | 60,245 | ||||||||
Shares sold at the market, shares | 33,785,000 | ||||||||||
Issuance of director deferred shares | 983 | $ 3 | 980 | ||||||||
Issuance of director deferred shares, shares | 250,000 | ||||||||||
Issuance of shares for services | 318 | $ 1 | 317 | ||||||||
Issuance of shares for services, shares | 132,000 | ||||||||||
Issuance of subsidiary shares to noncontrolling interest | 726 | 726 | |||||||||
Vesting of nonvested shares, shares | 5,000 | ||||||||||
Exercise of stock options and employee share purchases | 374 | $ 2 | 327 | 45 | |||||||
Exercise of stock options and employee share purchases, shares | 197,000 | ||||||||||
Issuance of shares for employee bonus | 1,796 | $ 27 | 4,198 | $ (2,429) | |||||||
Issuance of shares for employee bonus, Shares | 2,716,000 | (10,000) | |||||||||
Retirement of treasury shares | 2,419 | $ (10) | $ 2,429 | ||||||||
Retirement of treasury shares, share | (996,000) | 10,000 | |||||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2023 | (53,109) | $ 3,417 | 1,715,291 | 917 | 5,427 | (1,778,161) | |||||
Temporary Equity, Ending Balance at Mar. 31, 2023 | $ 0 | ||||||||||
Balance, shares at Mar. 31, 2023 | 341,663,000 | ||||||||||
Temporary Equity, shares at Mar. 31, 2023 | 32,000 | ||||||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2022 | (54,902) | $ 3,056 | 1,644,658 | 915 | 6,376 | (1,709,907) | |||||
Balance, shares at Dec. 31, 2022 | 305,574,000 | ||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2022 | $ 0 | ||||||||||
Temporary Equity, shares at Dec. 31, 2022 | 32,000 | ||||||||||
Net loss | (144,323) | ||||||||||
Other comprehensive income (loss) | $ (1,632) | ||||||||||
Share-based compensation | 1,807 | ||||||||||
Exercise of stock options, shares | 46,750 | ||||||||||
Stockholders' Equity, Ending Balance at Jun. 30, 2023 | $ (76,761) | $ 3,675 | 1,751,024 | (717) | 16,434 | (1,847,177) | |||||
Temporary Equity, Ending Balance at Jun. 30, 2023 | $ 0 | ||||||||||
Balance, shares at Jun. 30, 2023 | 367,492,000 | ||||||||||
Temporary Equity, shares at Jun. 30, 2023 | 32,000 | ||||||||||
Stockholders' Equity, Beginning Balance at Mar. 31, 2023 | (53,109) | $ 3,417 | 1,715,291 | 917 | 5,427 | (1,778,161) | |||||
Balance, shares at Mar. 31, 2023 | 341,663,000 | ||||||||||
Temporary Equity, Beginning Balance at Mar. 31, 2023 | $ 0 | ||||||||||
Temporary Equity, shares at Mar. 31, 2023 | 32,000 | ||||||||||
Net loss | (73,430) | (4,414) | (69,016) | ||||||||
Other comprehensive income (loss) | (1,634) | (1,634) | |||||||||
Share-based compensation | 6,042 | 5,154 | 888 | ||||||||
Shares sold at the market | 42,247 | $ 246 | 42,001 | ||||||||
Shares sold at the market, shares | 24,557,000 | ||||||||||
Issuance of subsidiary shares to noncontrolling interest | 285 | 285 | |||||||||
Vesting of nonvested shares, shares | 17,000 | ||||||||||
MiNK stock dividend | $ (14,888) | $ 14,888 | |||||||||
MiNK stock purchases | $ (235) | $ 405 | $ (640) | ||||||||
Issuance of shares for employee bonus | 1,438 | $ 19 | 3,061 | $ (1,642) | |||||||
Issuance of shares for employee bonus, Shares | 1,928,000 | (7,000) | |||||||||
Retirement of treasury shares | 1,635 | $ (7) | $ 1,642 | ||||||||
Retirement of treasury shares, share | (673,000) | 7,000 | |||||||||
Stockholders' Equity, Ending Balance at Jun. 30, 2023 | $ (76,761) | $ 3,675 | $ 1,751,024 | $ (717) | $ 16,434 | $ (1,847,177) | |||||
Temporary Equity, Ending Balance at Jun. 30, 2023 | $ 0 | ||||||||||
Balance, shares at Jun. 30, 2023 | 367,492,000 | ||||||||||
Temporary Equity, shares at Jun. 30, 2023 | 32,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (144,323) | $ (99,839) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,535 | 3,350 |
Share-based compensation | 11,527 | 9,625 |
Non-cash royalty revenue | (41,174) | (17,778) |
Non-cash interest expense | 36,920 | 28,588 |
Loss (gain) on sale of assets | 49 | (6,601) |
Other, net | 249 | |
Gain on partial forgiveness of liability | (2,791) | |
Change in fair value of contingent obligations | (398) | (943) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,021 | (17,130) |
Prepaid expenses | 5,427 | (2,947) |
Accounts payable | 7,969 | 363 |
Deferred revenue | (4,439) | (3,284) |
Accrued liabilities and other current liabilities | 8,135 | (1,553) |
Other operating assets and liabilities | (5,067) | 15,096 |
Net cash used in operating activities | (118,569) | (95,844) |
Cash flows from investing activities: | ||
Purchases of plant and equipment | (6,279) | (22,996) |
Proceeds from sale of property, plant and equipment | 350 | 10,002 |
Purchase of long-term investment | (5,396) | |
Cash paid for business acquisition | (3,652) | |
Purchases of available-for-sale securities | (14,647) | (9,945) |
Proceeds from sale of available-for-sale securities | 15,000 | 15,000 |
Net cash used in investing activities | (10,972) | (11,591) |
Cash flows from financing activities: | ||
Net proceeds from sale of equity | 102,829 | 47,419 |
Proceeds from employee stock purchases and option exercises | 397 | 382 |
Purchase of treasury shares to satisfy tax withholdings | (4,566) | (3,789) |
Purchase of subsidiary shares | (236) | |
Payment of finance lease obligation | (3,911) | (178) |
Net cash provided by financing activities | 94,513 | 43,834 |
Effect of exchange rate changes on cash | (441) | 55 |
Net decrease in cash, cash equivalents and restricted cash | (35,469) | (63,546) |
Cash, cash equivalents and restricted cash, beginning of period | 181,343 | 294,600 |
Cash, cash equivalents and restricted cash, end of period | 145,874 | 231,054 |
Supplemental cash flow information: | ||
Cash paid for interest | 1,705 | 568 |
Supplemental disclosures - non-cash activities: | ||
Purchases of plant and equipment in accounts payable and accrued liabilities | 4,762 | 10,555 |
Insurance financing agreement | 707 | 933 |
Issuance of subsidiary shares for employee bonus | 1,011 | 294 |
Lease right-of-use assets obtained in exchange for new operating lease liabilities | 287 | 9,148 |
Lease right-of-use assets obtained in exchange for new finance lease liabilities | 4,635 | 648 |
Payment for Services [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | 318 | 101 |
Employee Bonus [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | $ 7,288 | 6,634 |
Milestone Achievement [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | $ 500 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Jun. 30, 2023 $ / shares |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Payment for Services [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | 0.01 |
Employee Bonus [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | 0.01 |
Milestone Achievement [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Business, Liquidity and Basis o
Business, Liquidity and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Description Of Business [Abstract] | |
Business, Liquidity and Basis of Presentation | 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 a clinical-stage company focused on developing therapies that harness the body’s immune system to combat cancer and infections. Our pipeline includes immune-modulatory antibodies, adoptive cell therapies through our subsidiary MiNK Therapeutics, Inc. (“MiNK”), and vaccine adjuvants through our subsidiary SaponiQx, Inc. (“SaponiQx”). Our approach to Immuno-oncology (“I-O”) emphasizes speed, innovation, and effective combination therapies to drive success. We believe that combination therapies and a deep understanding of each patient’s cancer will significantly expand the patient population benefiting from I-O treatments. In addition to our diverse pipeline, we have built fully integrated capabilities encompassing novel target discovery, antibody generation, cell line development, and good manufacturing practice clinical manufacturing. We believe these integrated capabilities enable us to develop novel candidates on accelerated timelines compared to industry standards. Through strategic partnerships, we leverage our scientific expertise and capabilities to advance innovation in the field. Our I-O portfolio is driven by several platforms and programs, which we plan to utilize individually and in combination: • Multiple antibody discovery platforms, including proprietary display technologies, to identify future antibody candidates. • Antibody candidate programs, including our lead asset, botensilimab, an Fc-enhanced CTLA-4 antibody. Data presented at the 2023 ESMO World Congress Gastrointestinal Cancer conference (“ESMO GI”) demonstrated significant activity in microsatellite stable colorectal cancer when combined with balstilimab (PD-1). In a late-breaking presentation at ESMO GI, the combination of botensilimab/balstilimab showed a median Overall Survival of 20.9 months for patients without active liver metastases, surpassing the recently reported 12.9 month benchmark with standard of care in this population. In April 2023, the botensilimab/balstilimab combination received Fast Track designation from the United States Food and Drug Administration (“FDA”) for the treatment of non-MSI-H/deficient mismatch repair (dMMR) metastatic colorectal cancer patients without active liver involvement. • Our saponin-based vaccine adjuvant platform, primarily centered around our STIMULON TM cultured plant cell (“cpc”) QS-21 adjuvant (“STIMULON cpc QS-21”). • A pipeline of novel allogeneic invariant natural killer T cell therapies for treating cancer and other immune-mediated diseases, controlled by MiNK. Our business activities encompass various areas such as product research, preclinical and clinical development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of collaborations. Our strategy includes developing and commercializing product candidates through existing and new collaborations. Our cash, cash equivalents and short-term investments at June 30, 2023 were $ 157.9 million, a decrease of $ 35.5 million from December 31, 2022 . Cash and cash equivalents of our subsidiary, MiNK, at March 31, 2023, were $ 14.9 million. MiNK cash can only be accessed by Agenus through a declaration of a dividend by the MiNK Board of Directors or through settlement of intercompany balances. We have incurred losses since our inception. As of June 30, 2023, we had an accumulated deficit of $ 1.8 billion. We have historically financed our operations through income and revenues generated from corporate partnerships, advance royalty sales and equity issuances. Based on our current plans and projections, we believe our cash resources of $ 157.9 million at June 30, 2023 will be sufficient to satisfy our liquidity needs for more than one year from when these financial statements were issued. Management consistently monitors our liquidity position and has the flexibility to adjust spending as necessary to preserve and extend liquidity. We regularly assess the likelihood of success of our programs, and our funding decisions are based on these evaluations. We are prepared to discontinue funding of any activities that do not impact our core priorities and to restrict capital expenditures and/or reduce the scale of our operations. Potential funding sources may include collaborations, out-licensing and/or partnering opportunities for our portfolio programs and product candidates with multiple parties, milestone payments from our existing partnerships, additional third-party agreements, asset sales, project financing, and/or sales of equity securities. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of our management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information, refer to our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. For our foreign subsidiaries, the local currency is the functional currency. Assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while revenues and expenses are translated into U.S. dollars using average exchange rates during the period. The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive income in total stockholders’ equity (deficit). During the quarter ended June 30, 2023, we deconsolidated certain foreign subsidiaries and recognized a gain of $ 132,000 , included in "Other income (expense)" on our condensed consolidated statements of operations and comprehensive loss. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note B - Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Amended and Restated Directors’ Deferred Compensation Plan, or “DDCP”). Diluted loss per common share is calculated by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares and convertible preferred stock. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. The following securities (listed on an as-if-converted-to-Common-Stock basis) have been excluded from the computation of diluted weighted average shares outstanding as of June 30, 2023 and 2022, as they would be anti-dilutive (in thousands): Three and Six Months Ended June 30, 2023 2022 Warrants 1,980 1,980 Stock options 44,396 36,476 Non-vested shares 542 271 Series A-1 convertible preferred stock 333 333 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Investments | Note C - Investments Cash equivalents and short-term investments consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Cost Estimated Cost Estimated Institutional money market funds $ 72,375 $ 72,375 $ 149,856 $ 149,856 U.S. Treasury Bills 69,291 69,291 29,522 29,522 Total $ 141,666 $ 141,666 $ 179,378 $ 179,378 As a result of the short-term nature of these investments, there were minimal unrealized holding gains or losses for the three and six months ended June 30, 2023 and 2022. Of the investments listed above, $ 127.0 million and $ 164.7 million were classified as cash equivalents and $ 14.6 million and $ 14.7 million as short-term investments on our condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022, respectively. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Note D - Goodwill and Acquired Intangible Assets The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2023 (in thousands): Balance, December 31, 2022 $ 25,467 Disposals $ ( 805 ) Foreign currency translation adjustment 66 Balance, June 30, 2023 $ 24,728 Acquired intangible assets consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): As of June 30, 2023 Amortization Gross carrying Accumulated Net carrying Intellectual property 7 - 15 years $ 16,840 $ ( 14,756 ) $ 2,084 Trademarks 4 - 4.5 years 1,214 ( 1,145 ) 69 Other 2 - 7 years 1,998 ( 1,222 ) 776 In-process research and development Indefinite 2,057 — 2,057 Total $ 22,109 $ ( 17,123 ) $ 4,986 As of December 31, 2022 Amortization Gross carrying Accumulated Net carrying Intellectual property 7 - 15 years $ 16,790 $ ( 13,782 ) $ 3,008 Trademarks 4 - 4.5 years 1,272 ( 1,139 ) 133 Other 2 - 6 years 2,278 ( 1,227 ) 1,051 In-process research and development Indefinite 2,036 — 2,036 Total $ 22,376 $ ( 16,148 ) $ 6,228 The weighted average amortization period of our finite-lived intangible assets is 9 years. Amortization expense related to acquired intangibles is estimated at $ 0.6 million for the remainder of 2023, $ 0.6 million for the year ending December 31, 2024, $ 0.5 million for the years ending December 31, 2025 and 2026 and $ 0.4 million for the year ending December 31, 2027. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note E - Debt Debt obligations consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): Debt instrument Balance at Current Portion: Debentures $ 146 Other 476 Long-term Portion: 2015 Subordinated Notes 12,673 Total $ 13,295 Debt instrument Balance at Current Portion: Debentures $ 146 Other 429 Long-term Portion: 2015 Subordinated Notes 12,584 Total $ 13,159 As of both June 30, 2023 and December 31, 2022, the principal amount of our outstanding debt balance was $ 13.6 million. |
Liability Related to the Sale o
Liability Related to the Sale of Future Royalties and Milestones | 6 Months Ended |
Jun. 30, 2023 | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Liability Related to the Sale of Future Royalties and Milestones | Note F – Liability Related to the Sale of Future Royalties and Milestones The following table shows the activity within the liability account in the six months ended June 30, 2023 (in thousands): Period from Liability related to sale of future royalties and milestones - beginning balance $ 271,560 Non-cash royalty revenue ( 41,174 ) Non-cash interest expense recognized 36,801 Liability related to sale of future royalties and milestones - ending balance 267,187 Less: unamortized transaction costs ( 267 ) Liability related to sale of future royalties and milestones, net $ 266,920 Healthcare Royalty Partners In January 2018, we, through our wholly-owned subsidiary Antigenics, LLC (“Antigenics”), entered into a Royalty Purchase Agreement (the “HCR Royalty Purchase Agreement”) with Healthcare Royalty Partners III, L.P. and certain of its affiliates (collectively, “HCR”). Pursuant to the terms of the HCR Royalty Purchase Agreement, we sold to HCR 100 % of Antigenics’ worldwide rights to receive royalties from GlaxoSmithKline (“GSK”) on sales of GSK’s vaccines containing our QS-21 STIMULON adjuvant. At closing, we received gross proceeds of $ 190.0 million from HCR. Although we sold all of our rights to receive royalties on sales of GSK’s vaccines containing QS-21, as a result of our obligation to HCR, we are required to account for the $190.0 million in proceeds from this transaction as a liability on our condensed consolidated balance sheet that will be recognized into revenue in proportion to the royalty payments from GSK to HCR over the estimated life of the HCR Royalty Purchase Agreement. The liability is classified between the current and non-current portion of liability related to sale of future royalties and milestones in the condensed consolidated balance sheets based on the estimated royalty payments to be received by HCR in the next 12 months from the financial statement reporting date. During the six months ended June 30, 2023 , we recognized $ 41.2 million of non-cash royalty revenue, and we recorded $ 36.8 million of related non-cash interest expense related to the HCR Royalty Purchase Agreement. As royalties are remitted to HCR from GSK, the balance of the recorded liability will be effectively repaid over the life of the HCR Royalty Purchase Agreement. To determine the amortization of the recorded liability, we are required to estimate the total amount of future royalty payments to be received by HCR. The sum of these amounts less the $190.0 million proceeds we received will be recorded as interest expense over the life of the HCR Royalty Purchase Agreement. Periodically, we assess the estimated royalty payments to be paid to HCR from GSK, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability, and the related recognition of interest expense. During the six months ended June 30, 2023 , our estimate of the effective annual interest rate over the life of the agreement increased to 30.4 %, which results in a life of contract interest rate of 23.6 %. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Accrued and Other Current Liabilities | Note G - Accrued and Other Current Liabilities Accrued liabilities consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Payroll $ 7,957 $ 15,872 Professional fees 5,771 6,946 Contract manufacturing costs 2,857 1,848 Research services 8,511 7,074 Other 5,098 6,519 Total $ 30,194 $ 38,259 Other current liabilities consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Finance lease liabilities $ 9,894 $ 7,952 Other 3,374 3,505 Total $ 13,268 $ 11,457 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note H - Fair Value Measurements Assets and liabilities measured at fair value are summarized below (in thousands): Description June 30, 2023 Quoted Prices in Significant Significant Assets: Cash equivalents (Note C) $ 127,020 $ 127,020 $ — $ — Short-term investments (Note C) 14,647 14,647 — — Long-term investments 5,015 5,015 — — Total $ 146,682 $ 146,682 $ — $ — Liabilities: Contingent purchase price considerations $ 476 $ — $ — $ 476 Total $ 476 $ — $ — $ 476 Description December 31, 2022 Quoted Prices in Significant Significant Assets: Cash equivalents (Note C) $ 164,694 $ — $ — $ — Short-term investments (Note C) 14,689 — — — Total $ 179,383 $ — $ — $ — Liabilities: Contingent purchase price consideration $ 874 $ — $ — $ 874 Total $ 874 $ — $ — $ 874 We measure our contingent purchase price considerations at fair value. The fair values of our contingent purchase price considerations at June 30, 2023 and December 31, 2022, of $ 0.5 million and $ 0.9 million, respectively, included in "Other long-term liabilities" in our condensed consolidated balance sheets, are based on significant inputs not observable in the market, which require them to be reported as Level 3 liabilities within the fair value hierarchy. The valuation of these liabilities use assumptions we believe would be made by a market participant and are mainly based on estimates from a Monte Carlo simulation of our share price, as well as other factors impacting the probability of triggering the milestone payments. Share price was evolved using a geometric Brownian motion, calculated daily for the life of the contingent purchase price considerations. The fair value of our outstanding debt balance at June 30, 2023 and December 31, 2022 was $ 13.3 million and $ 13.2 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date. The principal amount of our outstanding debt balance at both June 30, 2023 and December 31, 2022 was $ 13.6 million. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2023 | |
Collaboration [Abstract] | |
Revenue from Contracts with Customers | Note I - Revenue from Contracts with Customers Gilead Collaboration Agreement On December 20, 2018, we entered into a series of agreements with Gilead Sciences, Inc. (“Gilead”) focused on the development and commercialization of up to five novel immuno-oncology therapies. Pursuant to the terms of the license agreement, the option and license agreements and the stock purchase agreement we entered into with Gilead (collectively, the “Gilead Collaboration Agreements”), at the closing of the transaction on January 23, 2019, we received an upfront cash payment from Gilead of $ 120.0 million and Gilead made a $ 30.0 million equity investment in Agenus. On November 6, 2020, we received notice from Gilead that it was returning AGEN1423 to us and voluntarily terminating the applicable license agreement. The termination was effective as of February 4, 2021. In the third quarter of 2021 we ceased development of AGEN1223 and in October 2021 the AGEN1223 option and license agreement was formally terminated. The AGEN2373 option and license agreement and the stock purchase agreement remain in full force and effect. We remain eligible to receive a $ 50.0 million exercise fee and, if exercised, up to $ 520.0 million in aggregate potential milestones. Collaboration Revenue For the three months ended June 30, 2023 and 2022, we recognized approximately $ 2.0 million and $ 1.2 million, respectively, of research and development revenue based on the partial satisfaction of the over time performance obligations as of quarter end. For the six months ended June 30, 2023, we recognized approximately $ 4.4 million of research and development revenue based on the partial satisfaction of the over time performance obligations as of period end. For the six months ended June 30, 2022, we recognized research and development revenue of $ 5.0 million related to the achievement of a milestone and $ 2.6 million based on the partial satisfaction of the over time performance obligations as of period end. We expect to recognize deferred research and development revenue of $ 7.8 million for the remainder of 2023 related to performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2023. Disaggregation of Revenue The following table presents revenue (in thousands) for the three and six months ended June 30, 2023 and 2022, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations. Three months ended June 30, 2023 United States Rest of World Total Revenue Type Research and development services 444 — 444 Other services — 739 739 Recognition of deferred revenue 2,045 — 2,045 Non-cash royalties 22,068 — 22,068 $ 24,557 $ 739 $ 25,296 Three months ended June 30, 2022 Revenue Type Royalty sales milestone $ 17,316 $ — $ 17,316 Research and development services 660 — 660 Other services — 1,559 1,559 Recognition of deferred revenue 1,247 — 1,247 Non-cash royalties 144 — 144 $ 19,367 $ 1,559 $ 20,926 Six months ended June 30, 2023 United States Rest of World Total Revenue Type Research and development services 711 — 711 Other services — 1,923 1,923 Recognition of deferred revenue 4,390 — 4,390 Non-cash royalties 41,174 — 41,174 $ 46,275 $ 1,923 $ 48,198 Six months ended June 30, 2022 Revenue Type License fees and milestones $ 5,000 $ — $ 5,000 Royalty sales milestone 17,316 — 17,316 Research and development services 1,032 — 1,032 Other services — 3,126 3,126 Recognition of deferred revenue 2,615 — 2,615 Non-cash royalties 17,778 — 17,778 $ 43,741 $ 3,126 $ 46,867 Contract Balances Contract assets primarily relate to our rights to consideration for work completed in relation to our research and development services performed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. Currently, we do not have any contract assets which have not transferred to a receivable. We had no asset impairment charges related to contract assets in the period. Contract liabilities primarily relate to contracts where we received payments but have not yet satisfied the related performance obligations. The advance consideration received from customers for research and development services or licenses bundled with other promises is a contract liability until the underlying performance obligations are transferred to the customer. The following table provides information about contract liabilities from contracts with customers (in thousands): Six months ended June 30, 2023 Balance at beginning of period Additions Deductions Balance at end of period Contract liabilities: Deferred revenue $ 13,412 $ 6 $ ( 4,447 ) $ 8,971 The change in contract liabilities is primarily related to the recognition of $ 4.4 million of revenue related to the Gilead Collaboration Agreements during the six months ended June 30, 2023 . Deferred revenue related to the Gilead Collaboration Agreements of $ 7.8 million as of June 30, 2023 , which was comprised of the $ 142.5 million initial transaction price, less $ 134.7 million of license and collaboration revenue recognized from the effective date of the contract, will be recognized as the combined performance obligation is satisfied. We also recorded a $ 1.3 million receivable as of June 30, 2023, for research and development and other services provided. During the six months ended June 30, 2023 , we did not recognize any revenue from amounts included in the contract asset or the contract liability balances from performance obligations satisfied in previous periods. No ne of the costs to obtain or fulfill a contract were capitalized. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Share-Based Compensation Plans | Note J - Share-based Compensation Plans We primarily use the Black-Scholes option pricing model to value stock options granted to employees and non-employees, including stock options granted to members of our Board of Directors. However, the fair value of stock option market-based awards is calculated based on a Monte Carlo simulation as of the date of issuance. All stock options have 10-year terms and generally vest ratably over a 3 or 4 -year period. A summary of option activity for the six months ended June 30, 2023 is presented below: Options Weighted Weighted Aggregate Outstanding at December 31, 2022 35,984,967 $ 3.51 Granted 9,439,902 2.35 Exercised ( 46,750 ) 1.68 Forfeited ( 532,835 ) 2.58 Expired ( 448,863 ) 3.78 Outstanding at June 30, 2023 44,396,421 $ 3.27 6.91 $ 53,747 Vested or expected to vest at June 30, 2023 44,396,421 $ 3.27 6.91 $ 53,747 Exercisable at June 30, 2023 26,931,597 $ 3.60 5.88 $ 7,016 The weighted average grant-date fair values of stock options granted during the six months ended June 30, 2023 and 2022 were $ 1.49 and $ 1.76 , respectively. As of June 30, 2023 , there was approximately $ 32.7 million of total unrecognized share-based compensation expense related to these stock options and stock options granted under subsidiary plans which, if all milestones are achieved, will be recognized over a weighted average period of 2.0 years. Certain employees and consultants have been granted non-vested stock. The fair value of non-vested market-based awards is calculated based on a Monte Carlo simulation as of the date of issuance. The fair value of other non-vested stock is calculated based on the closing sale price of our common stock on the date of issuance. A summary of non-vested stock activity for the six months ended June 30, 2023 is presented below: Non-vested Weighted Outstanding at December 31, 2022 355,802 $ 2.50 Granted 4,971,652 2.41 Vested ( 4,665,474 ) 2.45 Forfeited ( 120,000 ) 1.88 Outstanding at June 30, 2023 541,980 $ 2.37 As of June 30, 2023 , there was approximately $ 1.2 million of unrecognized share-based compensation expense related to these non-vested shares and non-vested shares granted under subsidiary plans which will be recognized over a period of 2.0 years. During the six months ended June 30, 2023 , 150,291 shares were issued under the 2019 Employee Stock Purchase Plan, 46,750 shares were issued as a result of stock option exercises and 21,666 shares were issued as a result of the vesting of non-vested stock. Additionally, 4,643,808 shares were issued as payment for certain employee bonuses, with 1,668,767 of those shares being withheld to cover taxes, resulting in a net share issuance of 2,975,041 . The impact on our results of operations from share-based compensation for the three and six months ended June 30, 2023 and 2022, was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 1,656 $ 1,192 $ 3,389 $ 2,531 General and administrative 4,386 3,423 8,138 7,031 Total share-based compensation expense $ 6,042 $ 4,615 $ 11,527 $ 9,562 |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Note K – Restricted Cash As of both June 30, 2023, and December 31, 2022 , we maintained non-current restricted cash of $ 2.7 million. This amount is included within “Other long-term assets” in our condensed consolidated balance sheets and is comprised of letters of credit required under two of our facility leases. The following table provides a reconciliation of cash, cash equivalents and restricted cash that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Beginning of Period End of Period Beginning of Period End of Period Cash and cash equivalents $ 178,674 $ 143,205 $ 291,931 $ 228,385 Restricted cash 2,669 2,669 2,669 2,669 Cash, cash equivalents and restricted cash $ 181,343 $ 145,874 $ 294,600 $ 231,054 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity | Note L – Equity On June 23, 2023, we filed an Automatic Shelf Registration Statement on Form S-3ASR (file no. 333-272911) (the “Registration Statement”). The Registration Statement included both a base prospectus that covered the potential offering, issuance and sale from time to time of common stock, preferred stock, warrants, debt securities and units of Agenus and a prospectus supplement for the potential offer and sale of up to 184,638,269 shares of common stock (the “Placement Shares”) in “at the market” offerings pursuant to an At Market Issuance Sales Agreement by and between Agenus and B. Riley Securities, Inc. (the “Sales Agent”), dated as of July 22, 2020 (the “Sales Agreement”). Sales pursuant to the Sales Agreement will be made only upon our instruction to the Sales Agent, and we cannot provide assurances that we will issue any additional Placement Shares pursuant to the Sales Agreement. During the three and six months ended June 30, 2023 , we received net proceeds of approximately $ 42.2 million and $ 102.8 million from the sale of approximately 24.6 million and 58.3 million shares of our common stock, respectively, in at-the-market offerings under the Sales Agreement. |
Non-controlling Interest
Non-controlling Interest | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | Note M – Non-controlling Interest Non-controlling interest recorded in our condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own. June 30, 2023 December 31, 2022 MiNK Therapeutics, Inc. 38 % 22 % SaponiQx, Inc. 30 % 30 % Changes in non-controlling interest for the periods ended June 30, 2023 and December 31, 2022, were as follows (in thousands): June 30, 2023 December 31, 2022 Beginning balance $ 6,376 $ 13,469 Net loss attributable to non-controlling interest ( 7,053 ) ( 10,582 ) Other items: Distribution of subsidiary shares to Agenus stockholders 14,888 — Purchase of subsidiary shares ( 640 ) — Issuance of subsidiary shares for employee bonus 1,011 294 Issuance of subsidiary shares under employee stock purchase plan 45 — Subsidiary share-based compensation 1,807 3,195 Total other items 17,111 3,489 Ending balance $ 16,434 $ 6,376 Distribution of subsidiary shares to Agenus stockholders On March 29, 2023 , our Board of Directors declared a stock dividend (the "Dividend") consisting of an aggregate of 5.0 million shares (the "Dividend Stock") of common stock, par value $ 0.00001 per share, of MiNK held by Agenus to record holders of Agenus' common stock, par value $ 0.01 per share as of the close of business on April 17, 2023 (the "Record Date"). On May 1, 2023 , we paid the Dividend and distributed 0.0146 of a share of the Dividend Stock for each share of Agenus Common Stock outstanding as of the close of business on the Record Date. No fractional shares were issued in connection with the Dividend and the shareholders of Agenus who were entitled to receive fractional shares of the Dividend Stock received cash (without interest) in lieu of such fractional shares. Subsequent to the distribution of the Dividend Stock, we maintained a controlling voting interest in MiNK. Purchase of subsidiary shares In May 2023, we purchased 195,788 shares of MiNK common stock in multiple open market transactions. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note N – Related Party Transactions In 2023, our Audit and Finance Committee approved a contract between Avillion Life Sciences LTD ("Avillion") and Agenus for the performance of up to $ 450,000 of clinical consulting services. Allison Jeynes, a member of our Board of Directors, is chief executive officer of Avillion. For the three and six months ended June 30, 2023, approximately $ 222,000 and $ 450,000 , respectively, related to these services is included in “Research and development” expense in our condensed consolidated statements of operations. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Note O - Recent Accounting Pronouncements Recently Issued and Adopted In January 2017, the Financial Accounting Standards Board issued ASU 2017-04 , Intangibles – Goodwill and Other (Topic 350) that will eliminate the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value. We adopted the standard on January 1, 2023 . The adoption did no t have a material impact on our consolidated financial statements . No other new accounting pronouncement issued or effective during the six months ended June 30, 2023 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note P – Subsequent Events At the Market Offerings During the period of July 1, 2023 through August 4, 2023, we sold approximately 13.2 million shares of our common stock under the Sales Agreement, totaling net proceeds of approximately $ 20.3 million. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following securities Three and Six Months Ended June 30, 2023 2022 Warrants 1,980 1,980 Stock options 44,396 36,476 Non-vested shares 542 271 Series A-1 convertible preferred stock 333 333 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents | Cash equivalents and short-term investments consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Cost Estimated Cost Estimated Institutional money market funds $ 72,375 $ 72,375 $ 149,856 $ 149,856 U.S. Treasury Bills 69,291 69,291 29,522 29,522 Total $ 141,666 $ 141,666 $ 179,378 $ 179,378 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2023 (in thousands): Balance, December 31, 2022 $ 25,467 Disposals $ ( 805 ) Foreign currency translation adjustment 66 Balance, June 30, 2023 $ 24,728 |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): As of June 30, 2023 Amortization Gross carrying Accumulated Net carrying Intellectual property 7 - 15 years $ 16,840 $ ( 14,756 ) $ 2,084 Trademarks 4 - 4.5 years 1,214 ( 1,145 ) 69 Other 2 - 7 years 1,998 ( 1,222 ) 776 In-process research and development Indefinite 2,057 — 2,057 Total $ 22,109 $ ( 17,123 ) $ 4,986 As of December 31, 2022 Amortization Gross carrying Accumulated Net carrying Intellectual property 7 - 15 years $ 16,790 $ ( 13,782 ) $ 3,008 Trademarks 4 - 4.5 years 1,272 ( 1,139 ) 133 Other 2 - 6 years 2,278 ( 1,227 ) 1,051 In-process research and development Indefinite 2,036 — 2,036 Total $ 22,376 $ ( 16,148 ) $ 6,228 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): Debt instrument Balance at Current Portion: Debentures $ 146 Other 476 Long-term Portion: 2015 Subordinated Notes 12,673 Total $ 13,295 Debt instrument Balance at Current Portion: Debentures $ 146 Other 429 Long-term Portion: 2015 Subordinated Notes 12,584 Total $ 13,159 |
Liability Related to the Sale_2
Liability Related to the Sale of Future Royalties and Milestones (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Schedule of Liability Account | The following table shows the activity within the liability account in the six months ended June 30, 2023 (in thousands): Period from Liability related to sale of future royalties and milestones - beginning balance $ 271,560 Non-cash royalty revenue ( 41,174 ) Non-cash interest expense recognized 36,801 Liability related to sale of future royalties and milestones - ending balance 267,187 Less: unamortized transaction costs ( 267 ) Liability related to sale of future royalties and milestones, net $ 266,920 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Payroll $ 7,957 $ 15,872 Professional fees 5,771 6,946 Contract manufacturing costs 2,857 1,848 Research services 8,511 7,074 Other 5,098 6,519 Total $ 30,194 $ 38,259 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Finance lease liabilities $ 9,894 $ 7,952 Other 3,374 3,505 Total $ 13,268 $ 11,457 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities measured at Fair Value | Assets and liabilities measured at fair value are summarized below (in thousands): Description June 30, 2023 Quoted Prices in Significant Significant Assets: Cash equivalents (Note C) $ 127,020 $ 127,020 $ — $ — Short-term investments (Note C) 14,647 14,647 — — Long-term investments 5,015 5,015 — — Total $ 146,682 $ 146,682 $ — $ — Liabilities: Contingent purchase price considerations $ 476 $ — $ — $ 476 Total $ 476 $ — $ — $ 476 Description December 31, 2022 Quoted Prices in Significant Significant Assets: Cash equivalents (Note C) $ 164,694 $ — $ — $ — Short-term investments (Note C) 14,689 — — — Total $ 179,383 $ — $ — $ — Liabilities: Contingent purchase price consideration $ 874 $ — $ — $ 874 Total $ 874 $ — $ — $ 874 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Collaboration [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents revenue (in thousands) for the three and six months ended June 30, 2023 and 2022, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations. Three months ended June 30, 2023 United States Rest of World Total Revenue Type Research and development services 444 — 444 Other services — 739 739 Recognition of deferred revenue 2,045 — 2,045 Non-cash royalties 22,068 — 22,068 $ 24,557 $ 739 $ 25,296 Three months ended June 30, 2022 Revenue Type Royalty sales milestone $ 17,316 $ — $ 17,316 Research and development services 660 — 660 Other services — 1,559 1,559 Recognition of deferred revenue 1,247 — 1,247 Non-cash royalties 144 — 144 $ 19,367 $ 1,559 $ 20,926 Six months ended June 30, 2023 United States Rest of World Total Revenue Type Research and development services 711 — 711 Other services — 1,923 1,923 Recognition of deferred revenue 4,390 — 4,390 Non-cash royalties 41,174 — 41,174 $ 46,275 $ 1,923 $ 48,198 Six months ended June 30, 2022 Revenue Type License fees and milestones $ 5,000 $ — $ 5,000 Royalty sales milestone 17,316 — 17,316 Research and development services 1,032 — 1,032 Other services — 3,126 3,126 Recognition of deferred revenue 2,615 — 2,615 Non-cash royalties 17,778 — 17,778 $ 43,741 $ 3,126 $ 46,867 |
Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers | The following table provides information about contract liabilities from contracts with customers (in thousands): Six months ended June 30, 2023 Balance at beginning of period Additions Deductions Balance at end of period Contract liabilities: Deferred revenue $ 13,412 $ 6 $ ( 4,447 ) $ 8,971 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Stock Option Activity | A summary of option activity for the six months ended June 30, 2023 is presented below: Options Weighted Weighted Aggregate Outstanding at December 31, 2022 35,984,967 $ 3.51 Granted 9,439,902 2.35 Exercised ( 46,750 ) 1.68 Forfeited ( 532,835 ) 2.58 Expired ( 448,863 ) 3.78 Outstanding at June 30, 2023 44,396,421 $ 3.27 6.91 $ 53,747 Vested or expected to vest at June 30, 2023 44,396,421 $ 3.27 6.91 $ 53,747 Exercisable at June 30, 2023 26,931,597 $ 3.60 5.88 $ 7,016 |
Summary of Non-vested Stock Activity | A summary of non-vested stock activity for the six months ended June 30, 2023 is presented below: Non-vested Weighted Outstanding at December 31, 2022 355,802 $ 2.50 Granted 4,971,652 2.41 Vested ( 4,665,474 ) 2.45 Forfeited ( 120,000 ) 1.88 Outstanding at June 30, 2023 541,980 $ 2.37 |
Schedule of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the three and six months ended June 30, 2023 and 2022, was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 1,656 $ 1,192 $ 3,389 $ 2,531 General and administrative 4,386 3,423 8,138 7,031 Total share-based compensation expense $ 6,042 $ 4,615 $ 11,527 $ 9,562 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Beginning of Period End of Period Beginning of Period End of Period Cash and cash equivalents $ 178,674 $ 143,205 $ 291,931 $ 228,385 Restricted cash 2,669 2,669 2,669 2,669 Cash, cash equivalents and restricted cash $ 181,343 $ 145,874 $ 294,600 $ 231,054 |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule Of Approximate Interests In Certain Consolidated Subsidiaries | Non-controlling interest recorded in our condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own. June 30, 2023 December 31, 2022 MiNK Therapeutics, Inc. 38 % 22 % SaponiQx, Inc. 30 % 30 % |
Schedule Of Changes In Non-controlling Interest | Changes in non-controlling interest for the periods ended June 30, 2023 and December 31, 2022, were as follows (in thousands): June 30, 2023 December 31, 2022 Beginning balance $ 6,376 $ 13,469 Net loss attributable to non-controlling interest ( 7,053 ) ( 10,582 ) Other items: Distribution of subsidiary shares to Agenus stockholders 14,888 — Purchase of subsidiary shares ( 640 ) — Issuance of subsidiary shares for employee bonus 1,011 294 Issuance of subsidiary shares under employee stock purchase plan 45 — Subsidiary share-based compensation 1,807 3,195 Total other items 17,111 3,489 Ending balance $ 16,434 $ 6,376 |
Business, Liquidity and Basis_2
Business, Liquidity and Basis of Presentation (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||||
Cash, cash equivalents and short term investment | $ 157,900,000 | ||||
Decrease cash, cash equivalents and short term investment | $ 35,500,000 | ||||
Accumulated deficit | 1,847,177,000 | 1,709,907,000 | |||
Cash and cash equivalents | 143,205,000 | $ 178,674,000 | $ 228,385,000 | $ 291,931,000 | |
Other income (expense) | |||||
Product Information [Line Items] | |||||
Gain on deconsolidation of certain foreign subsidiaries | $ 132,000 | ||||
MiNK Therapeutics, Inc. | |||||
Product Information [Line Items] | |||||
Cash and cash equivalents | $ 14,900,000 |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,980,000 | 1,980,000 | 1,980,000 | 1,980,000 |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 44,396,000 | 36,476,000 | 44,396,000 | 36,476,000 |
Non-vested Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 542,000 | 271,000 | 542,000 | 271,000 |
Series A-1 convertible preferred stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 333,000 | 333,000 | 333,000 | 333,000 |
Investments (Schedule of Cash E
Investments (Schedule of Cash Equivalents and Short Term Investments) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | $ 157,900 | |
Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 141,666 | $ 179,378 |
Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 141,666 | 179,378 |
Institutional Money Market Funds [Member] | Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 72,375 | 149,856 |
Institutional Money Market Funds [Member] | Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 72,375 | 149,856 |
U.S. Treasury Bills [Member] | Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 69,291 | 29,522 |
U.S. Treasury Bills [Member] | Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | $ 69,291 | $ 29,522 |
Investments Additional Informat
Investments Additional Informations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 127,000 | $ 164,700 |
Short-term investments | 14,647 | 14,684 |
Short Term Investments [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments | $ 14,600 | $ 14,700 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 25,467 |
Disposals | (805) |
Foreign currency translation adjustment | 66 |
Ending balance | $ 24,728 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 22,109 | $ 22,376 |
Accumulated amortization | (17,123) | (16,148) |
Net carrying amount | 4,986 | 6,228 |
Indefinite-lived Intangible Assets Acquired | 2,057 | 2,036 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,840 | 16,790 |
Accumulated amortization | (14,756) | (13,782) |
Net carrying amount | $ 2,084 | $ 3,008 |
Intellectual Property [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 7 years | 7 years |
Intellectual Property [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 15 years | 15 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,214 | $ 1,272 |
Accumulated amortization | (1,145) | (1,139) |
Net carrying amount | $ 69 | $ 133 |
Trademarks [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 4 years | 4 years |
Trademarks [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 4 years 6 months | 4 years 6 months |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,998 | $ 2,278 |
Accumulated amortization | (1,222) | (1,227) |
Net carrying amount | $ 776 | $ 1,051 |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 2 years | 2 years |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 7 years | 6 years |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Narrative) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years |
Finite-Lived Intangible Assets, Estimated Amortization Expense, Remainder of 2023 | $ 0.6 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2024 | 0.6 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2025 | 0.5 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2026 | 0.5 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2027 | $ 0.4 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Other | $ 476 | $ 429 |
Total | 13,295 | 13,159 |
2015 Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
2015 Subordinated Notes | 12,673 | 12,584 |
Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Debentures | $ 146 | $ 146 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Principal amount of outstanding debt | $ 13.6 | $ 13.6 |
Liability Related to the Sale_3
Liability Related to the Sale of Future Royalties and Milestones (Schedule of Liability Account) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Liability related to sale of future royalties and milestones - beginning balance | $ 271,560 |
Non-cash royalty revenue | (41,174) |
Non-cash interest expense recognized | 36,801 |
Liability related to sale of future royalties and milestones - ending balance | 267,187 |
Less: unamortized transaction costs | (267) |
Liability related to sale of future royalties and milestones, net | $ 266,920 |
Liability Related to the Sale_4
Liability Related to the Sale of Future Royalties and Milestones (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 19, 2018 | Jun. 30, 2023 | |
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | ||
Non-cash royalty revenue recognized | $ 41,174 | |
Non-cash interest expense | 36,801 | |
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | ||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | ||
Percentage of purchase of worldwide rights to receive royalties | 100% | |
Gross proceeds received for royalty rights | $ 190,000 | |
Non-cash royalty revenue recognized | 41,200 | |
Non-cash interest expense | $ 36,800 | |
Effective annual interest rate | 30.40% | |
Prospective effective annual interest rate | 23.60% |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Payroll | $ 7,957 | $ 15,872 |
Professional fees | 5,771 | 6,946 |
Contract manufacturing costs | 2,857 | 1,848 |
Research services | 8,511 | 7,074 |
Other | 5,098 | 6,519 |
Total | $ 30,194 | $ 38,259 |
Accrued and Other Current Lia_4
Accrued and Other Current Liabilities (Schedule of Other Current Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Liabilities, Current [Abstract] | ||
Finance lease liabilities | $ 9,894 | $ 7,952 |
Other | 3,374 | 3,505 |
Total | $ 13,268 | $ 11,457 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price considerations | $ 476 | $ 874 |
Long-term Debt, Gross | 13,600 | 13,600 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price considerations | 0 | 0 |
Debt Instrument, Fair Value Disclosure | $ 13,300 | $ 13,200 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 127,020 | $ 164,694 |
Short-term investments | 14,647 | 14,689 |
Long-term investments | 5,015 | |
Total | 146,682 | 179,383 |
Contingent purchase price considerations | 476 | 874 |
Total | 476 | 874 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | 127,020 | 0 |
Short-term investments | 14,647 | 0 |
Long-term investments | 5,015 | |
Total | 146,682 | 0 |
Contingent purchase price considerations | 0 | 0 |
Total | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Total | 0 | 0 |
Contingent purchase price considerations | 0 | 0 |
Total | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Total | 0 | 0 |
Contingent purchase price considerations | 476 | 874 |
Total | $ 476 | $ 874 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jan. 23, 2019 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 20, 2018 | |
Revenue From Contract With Customer [Line Items] | ||||||||
Shares sold at the market | $ 42,247,000 | $ 60,583,000 | $ 28,237,000 | $ 19,182,000 | ||||
Revenue | 25,296,000 | 20,926,000 | $ 48,198,000 | $ 46,867,000 | ||||
Asset impairment charges | 0 | |||||||
Contract with customer, liability, revenue recognized | 4,447,000 | |||||||
Receivables for R & D services | 1,300,000 | 1,300,000 | ||||||
Capitalized contract , cost | 0 | 0 | ||||||
Research and Development Revenue [Member] | ||||||||
Revenue From Contract With Customer [Line Items] | ||||||||
Revenue | 2,489,000 | 1,907,000 | 5,101,000 | 8,647,000 | ||||
Gilead Collaboration Agreement [Member] | ||||||||
Revenue From Contract With Customer [Line Items] | ||||||||
Contract with customer, liability, revenue recognized | 4,400,000 | |||||||
Contract with customer, net asset liability | 7,800,000 | 7,800,000 | ||||||
Initial transaction price | 142,500,000 | |||||||
Gilead Collaboration Agreement [Member] | License and Collaboration Revenue [Member] | ||||||||
Revenue From Contract With Customer [Line Items] | ||||||||
Revenue | $ 134,700,000 | |||||||
Gilead Sciences, Inc. [Member] | Collaborative Arrangement [Member] | ||||||||
Revenue From Contract With Customer [Line Items] | ||||||||
Fee received | $ 120,000,000 | |||||||
Shares sold at the market | 30,000,000 | |||||||
Upfront license exercise fee | $ 50,000,000 | |||||||
Milestone Payments Receivable | $ 520,000,000 | |||||||
Transaction price recognized | 2,600,000 | |||||||
Gilead Sciences, Inc. [Member] | Collaborative Arrangement [Member] | Research and Development Revenue [Member] | ||||||||
Revenue From Contract With Customer [Line Items] | ||||||||
Revenue | $ 2,000,000 | $ 1,200,000 | $ 4,400,000 | $ 5,000,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Narrative) (Details 1) - Gilead Sciences, Inc. [Member] $ in Millions | Jun. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 7.8 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Summary of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 25,296 | $ 20,926 | $ 48,198 | $ 46,867 |
License Fee Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 5,000 | |||
Royalty Sales Milestone [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 17,316 | 17,316 | ||
Research and development services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 444 | 660 | 711 | 1,032 |
Other services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 739 | 1,559 | 1,923 | 3,126 |
Recognition of deferred revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 2,045 | 1,247 | 4,390 | 2,615 |
Non-cash royalty revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 22,068 | 144 | 41,174 | 17,778 |
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 22,068 | 144 | 41,174 | 17,778 |
United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 24,557 | 19,367 | 46,275 | 43,741 |
United States [Member] | License Fee Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 5,000 | |||
United States [Member] | Royalty Sales Milestone [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 17,316 | 17,316 | ||
United States [Member] | Research and development services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 444 | 660 | 711 | 1,032 |
United States [Member] | Recognition of deferred revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 2,045 | 1,247 | 4,390 | 2,615 |
United States [Member] | Non-cash royalty revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 22,068 | 144 | 41,174 | 17,778 |
Rest of World [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 739 | 1,559 | 1,923 | 3,126 |
Rest of World [Member] | Other services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 739 | $ 1,559 | $ 1,923 | $ 3,126 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers (Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Deferred revenue, Beginning Balance | $ 13,412 |
Additions | 6 |
Deferred revenue, Deductions | (4,447) |
Deferred revenue, Ending Balance | $ 8,971 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Weighted average grant-date fair value of options granted | $ 1.49 | $ 1.76 |
Shares issued from exercise of options | 46,750 | |
Shares issued from vesting of non vested stock | $ 2.45 | |
Employee Stock Option | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense | $ 32.7 | |
Unrecognized share-based compensation expense, weighted average period | 2 years | |
Restricted Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense, Other than option | $ 1.2 | |
Unrecognized share-based compensation expense, weighted average period | 2 years | |
2009 EIP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | |
2009 EIP [Member] | Minimum [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period | 3 years | |
2009 EIP [Member] | Maximum [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period | 4 years | |
2019 ESPP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Shares issued under ESPP | 150,291 | |
Shares issued from exercise of options | 46,750 | |
Shares issued from vesting of non vested stock | $ 21,666 | |
A2020 Employee Bonus | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Additional share issued for employee bonus | 4,643,808 | |
Share withheld to cover taxes | 1,668,767 | |
Share issued net | 2,975,041 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans (Schedule of Stock Option Activity) (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Options Outstanding, Beginning Balance | shares | 35,984,967 |
Options Granted | shares | 9,439,902 |
Options Exercised | shares | (46,750) |
Options Forfeited | shares | (532,835) |
Options Expired | shares | (448,863) |
Options Outstanding, Ending Balance | shares | 44,396,421 |
Options Vested or expected to vest | shares | 44,396,421 |
Options Exercisable | shares | 26,931,597 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 3.51 |
Options Granted, Weighted Average Exercise Price | $ / shares | 2.35 |
Options Exercised, Weighted Average Exercise Price | $ / shares | 1.68 |
Options Forfeited, Weighted Average Exercise Price | $ / shares | 2.58 |
Options Expired, Weighted Average Exercise Price | $ / shares | 3.78 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 3.27 |
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 3.27 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 3.6 |
Options Outstanding, Weighted Average Remaining Contractual Term | 6 years 10 months 28 days |
Options Vested or expected to vest, Weighted Average Remaining Contractual Term | 6 years 10 months 28 days |
Options Exercisable, Weighted Average Remaining Contractual Term | 5 years 10 months 17 days |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 53,747 |
Options Vested or expected to vest, Aggregate Intrinsic Value | $ | 53,747 |
Options Exercisable, Aggregate Intrinsic Value | $ | $ 7,016 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans (Summary of Non-vested Stock Activity) (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Non-vested Shares Outstanding, Beginning Balance | shares | 355,802 |
Non-vested Shares Granted | shares | 4,971,652 |
Non-vested Shares Vested | shares | (4,665,474) |
Non-vested Shares Forfeited | shares | (120,000) |
Non-vested Shares Outstanding, Ending Balance | shares | 541,980 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 2.50 |
Non-vested Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 2.41 |
Non-vested Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 2.45 |
Non-vested Shares Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 1.88 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 2.37 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans (Schedule of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 6,042 | $ 4,615 | $ 11,527 | $ 9,562 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 1,656 | 1,192 | 3,389 | 2,531 |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 4,386 | $ 3,423 | $ 8,138 | $ 7,031 |
Restricted Cash (Narrative) (De
Restricted Cash (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Restricted cash | $ 2,669 | $ 2,669 | $ 2,669 | $ 2,669 |
Restricted Cash (Schedule of Re
Restricted Cash (Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 143,205 | $ 178,674 | $ 228,385 | $ 291,931 |
Restricted cash | 2,669 | 2,669 | 2,669 | 2,669 |
Cash, cash equivalents and restricted cash | $ 145,874 | $ 181,343 | $ 231,054 | $ 294,600 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - At Market Issuance Sales Agreement [Member] - B. Riley FBR, Inc. [Member] - New Sales Agreement [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 23, 2023 | |
Class Of Stock [Line Items] | |||
Shares sold at the market, shares | 184,638,269 | ||
Net proceeds from issuance of common stock | $ 42.2 | $ 102.8 | |
Shares sold at the market, shares | 24,600,000 | 58,300,000 |
Non-controlling Interest - Sche
Non-controlling Interest - Schedule Of Approximate Interests In Certain Consolidated Subsidiaries (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
MiNK Therapeutics, Inc. | ||
Minority Interest [Line Items] | ||
Percentage of Non-controlling interest | 38% | 22% |
SaponiQx, Inc. | ||
Minority Interest [Line Items] | ||
Percentage of Non-controlling interest | 30% | 30% |
Non-controlling Interest - Sc_2
Non-controlling Interest - Schedule Of Changes In Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Minority Interest [Line Items] | |||||||
Beginning balance | $ 6,376 | $ 6,376 | |||||
Less: net loss attributable to non-controlling interest | $ (4,414) | $ (2,801) | (7,053) | $ (5,081) | |||
Issuance of subsidiary shares for employee bonus | 1,011 | 294 | |||||
Share-based compensation | 6,042 | 5,485 | 4,615 | $ 4,947 | |||
Ending balance | 16,434 | 16,434 | $ 6,376 | ||||
Non-controlling Interest [Member] | |||||||
Minority Interest [Line Items] | |||||||
Beginning balance | 6,376 | 13,469 | 6,376 | $ 13,469 | 13,469 | ||
Less: net loss attributable to non-controlling interest | (7,053) | (10,582) | |||||
Distribution of subsidiary shares to Agenus stockholders | 14,888 | ||||||
Purchase of subsidiary shares | (640) | ||||||
Issuance of subsidiary shares for employee bonus | 1,011 | 294 | |||||
Issuance of subsidiary shares under employee stock purchase plan | 45 | ||||||
Share-based compensation | 888 | $ 919 | $ 797 | $ 742 | 1,807 | 3,195 | |
Total other items | 17,111 | 3,489 | |||||
Ending balance | $ 16,434 | $ 16,434 | $ 6,376 |
Non-controlling Interest - Addi
Non-controlling Interest - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
May 01, 2023 | Mar. 29, 2023 | May 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Minority Interest [Line Items] | |||||||
Issuance of subsidiary shares to noncontrolling interest | $ 285,000 | $ 726,000 | $ 294,000 | ||||
Date of declared stock dividend | Mar. 29, 2023 | ||||||
Dividends common stock, shares | 5,000,000 | ||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Close of business, date of record | Apr. 17, 2023 | ||||||
Dividend Paid [Member] | |||||||
Minority Interest [Line Items] | |||||||
Dividends, date to be paid | May 01, 2023 | ||||||
Dividend distribution price per share | $ 0.0146 | ||||||
Number of fractional shares issued | 0 | ||||||
MiNK Therapeutics, Inc. | |||||||
Minority Interest [Line Items] | |||||||
Common stock, par value | $ 0.00001 | ||||||
Purchase of common stock in multiple open market transactions | $ 195,788 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Total revenues | $ 25,296,000 | $ 20,926,000 | $ 48,198,000 | $ 46,867,000 |
Research and Development Manufacturing Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total expenses | $ 222,000 | 450,000 | ||
Clinical Research Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total expenses | $ 450,000 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2023 |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201704Member |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||
May 01, 2023 | Mar. 29, 2023 | Aug. 04, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Date of declared stock dividend | Mar. 29, 2023 | ||||
Dividends common stock, shares | 5,000,000 | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Close of business, date of record | Apr. 17, 2023 | ||||
MiNK Therapeutics, Inc. | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value | $ 0.00001 | ||||
Ownership percentage on common stock | 38% | 22% | |||
Dividend Paid [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividend distribution price per share | $ 0.0146 | ||||
Dividends, date to be paid | May 01, 2023 | ||||
Number of fractional shares issued | 0 | ||||
Subsequent Event [Member] | At Market Issuance Sales Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Net proceeds from issuance of common stock | $ 20.3 | ||||
Shares sold at the market, shares | 13,200,000 |