Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 $0.01 | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 20,999,261 | |
Entity File Number | 000-29089 | |
Entity Tax Identification Number | 06-1562417 | |
Entity Address, Address Line One | 3 Forbes Road | |
Entity Address, City or Town | Lexington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02421 | |
City Area Code | 781 | |
Local Phone Number | 674-4400 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS | ||
Cash and cash equivalents | $ 52,856 | $ 76,110 |
Accounts receivable | 476 | 25,836 |
Prepaid expenses | 3,895 | 8,098 |
Other current assets | 3,125 | 2,372 |
Total current assets | 60,352 | 112,416 |
Property, plant and equipment, net of accumulated amortization and depreciation of $65,080 and $61,943 at March 31, 2024 and December 31, 2023, respectively | 130,330 | 133,421 |
Operating lease right-of-use assets | 29,340 | 29,606 |
Goodwill | 24,698 | 24,723 |
Acquired intangible assets, net of accumulated amortization of $17,799 and $17,688 at March 31, 2024 and December 31, 2023, respectively | 4,230 | 4,411 |
Other long-term assets | 7,609 | 9,336 |
Total assets | 256,559 | 313,913 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Current portion, long-term debt | 13,575 | 146 |
Current portion, liability related to sale of future royalties and milestones | 133,588 | 132,502 |
Current portion, deferred revenue | 13 | 18 |
Current portion, operating lease liabilities | 2,811 | 2,587 |
Accounts payable | 50,693 | 61,446 |
Accrued liabilities | 41,291 | 45,283 |
Other current liabilities | 14,031 | 13,915 |
Total current liabilities | 256,002 | 255,897 |
Long-term debt, net of current portion | 0 | 12,768 |
Liability related to sale of future royalties and milestones, net of current portion | 125,249 | 124,556 |
Deferred revenue, net of current portion | 1,143 | 1,143 |
Operating lease liabilities, net of current portion | 61,756 | 62,511 |
Other long-term liabilities | 2,732 | 5,420 |
Commitments and contingencies | ||
STOCKHOLDERS" DEFICIT | ||
Common stock, par value $0.01 per share; 800,000,000 shares authorized; 20,994,143 and 19,718,662 shares issued at March 31, 2024 and December 31, 2023, respectively | 210 | 197 |
Additional paid-in capital | 1,816,985 | 1,796,095 |
Accumulated other comprehensive loss | (1,071) | (955) |
Accumulated deficit | (2,017,554) | (1,955,668) |
Total stockholders' deficit attributable to Agenus Inc. | (201,430) | (160,331) |
Non-controlling interest | 11,107 | 11,949 |
Total stockholders' deficit | (190,323) | (148,382) |
Total liabilities and stockholders' deficit | 256,559 | 313,913 |
Series A-1 convertible preferred stock [Member] | ||
STOCKHOLDERS" DEFICIT | ||
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at March 31, 2024 and December 31, 2023; liquidation value of $33,940 at March 31, 2024 | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property plant and equipment, accumulated amortization and depreciation | $ 65,080 | $ 61,943 |
Acquired intangible assets, accumulated amortization | $ 17,799 | $ 17,688 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 20,994,143 | 19,718,662 |
Common stock, shares outstanding | 20,994,143 | 19,718,662 |
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 | $ 33,940 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenues | $ 28,005 | $ 22,902 |
Operating expenses: | ||
Cost of service revenue | (107) | (2,294) |
Research and development | (43,925) | (57,118) |
General and administrative | (16,855) | (18,237) |
Contingent purchase price consideration fair value adjustment | 0 | 406 |
Operating loss | (32,882) | (54,341) |
Other income (expense): | ||
Non-operating income (expense) | (1,106) | 40 |
Interest expense, net | (29,466) | (16,592) |
Net loss | (63,454) | (70,893) |
Dividends on Series A-1 convertible preferred stock | (54) | (53) |
Net loss attributable to non-controlling interest | (1,568) | (2,639) |
Net loss attributable to Agenus Inc. common stockholders | $ (61,940) | $ (68,307) |
Per common share data: | ||
Basic net loss attributable to Agenus Inc. common stockholders | $ (3.04) | $ (4.31) |
Diluted net loss attributable to Agenus Inc. common stockholders | $ (3.04) | $ (4.31) |
Weighted average number of Agenus Inc. common shares outstanding: | ||
Basic | 20,368 | 15,855 |
Diluted | 20,368 | 15,855 |
Other comprehensive income (loss): | ||
Foreign currency translation income (loss) | $ (116) | $ 2 |
Other comprehensive income (loss) | (116) | 2 |
Comprehensive loss | (62,056) | (68,305) |
Research and Development [Member] | ||
Revenue: | ||
Total revenues | 0 | 2,612 |
Service Revenue [Member] | ||
Revenue: | ||
Total revenues | 238 | 1,184 |
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member] | ||
Revenue: | ||
Total revenues | $ 27,767 | $ 19,106 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-controlling Interest [Member] | Accumulated Deficit [Member] | Series A-1 convertible preferred stock [Member] Preferred Stock [Member] |
Stockholders' Equity, Beginning Balance at Dec. 31, 2022 | $ (54,902) | $ 153 | $ 1,647,561 | $ 915 | $ 6,376 | $ (1,709,907) | ||
Balance, shares at Dec. 31, 2022 | 15,278 | |||||||
Temporary Equity, Beginning Balance at Dec. 31, 2022 | $ 0 | |||||||
Temporary Equity, shares at Dec. 31, 2022 | 32 | |||||||
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 | $ 17 | 60,566 | |||||
Shares sold at the market, shares | 1,689 | |||||||
Issuance of director deferred shares | 983 | $ 1 | 982 | |||||
Issuance of director deferred shares, shares | 13 | |||||||
Issuance of shares for services | 318 | 318 | ||||||
Issuance of shares for services, shares | 7 | |||||||
Issuance of subsidiary shares to noncontrolling interest | 726 | 726 | ||||||
Exercise of stock options and employee share purchases | 374 | 329 | 45 | |||||
Exercise of stock options and employee share purchases, shares | 10 | |||||||
Issuance of shares for employee bonus | 1,796 | $ 1 | 4,224 | $ (2,429) | ||||
Issuance of shares for employee bonus, Shares | 136 | (1) | ||||||
Retirement of treasury shares | 2,419 | $ (1) | (9) | $ 2,429 | ||||
Retirement of treasury shares, share | (50) | 1 | ||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2023 | (53,109) | $ 171 | 1,718,537 | 917 | 5,427 | (1,778,161) | ||
Temporary Equity, Ending Balance at Mar. 31, 2023 | $ 0 | |||||||
Balance, shares at Mar. 31, 2023 | 17,083 | |||||||
Temporary Equity, shares at Mar. 31, 2023 | 32 | |||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2022 | (54,902) | $ 153 | 1,647,561 | 915 | 6,376 | (1,709,907) | ||
Balance, shares at Dec. 31, 2022 | 15,278 | |||||||
Temporary Equity, Beginning Balance at Dec. 31, 2022 | $ 0 | |||||||
Temporary Equity, shares at Dec. 31, 2022 | 32 | |||||||
Share-based compensation | 3,825 | |||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2023 | (148,382) | $ 197 | 1,796,095 | (955) | 11,949 | (1,955,668) | ||
Temporary Equity, Ending Balance at Dec. 31, 2023 | $ 0 | |||||||
Balance, shares at Dec. 31, 2023 | 19,718 | |||||||
Temporary Equity, shares at Dec. 31, 2023 | 32 | |||||||
Net loss | (63,454) | (1,568) | (61,886) | |||||
Other comprehensive income (loss) | (116) | (116) | ||||||
Share-based compensation | 4,196 | 3,477 | 719 | |||||
Shares sold at the market | 17,171 | $ 13 | 17,158 | |||||
Shares sold at the market, shares | 1,249 | |||||||
Payment of CEO payroll in shares | 89 | 89 | ||||||
Payment of CEO payroll In shares, shares | 7 | |||||||
Vesting of nonvested shares, shares | 8 | |||||||
Exercise of stock options and employee share purchases | 173 | 166 | 7 | |||||
Exercise of stock options and employee share purchases, shares | 12 | |||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2024 | $ (190,323) | $ 210 | $ 1,816,985 | $ (1,071) | $ 11,107 | $ (2,017,554) | ||
Temporary Equity, Ending Balance at Mar. 31, 2024 | $ 0 | |||||||
Balance, shares at Mar. 31, 2024 | 20,994 | |||||||
Temporary Equity, shares at Mar. 31, 2024 | 32 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (63,454) | $ (70,893) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,374 | 2,562 |
Share-based compensation | 4,152 | 5,485 |
Non-cash royalty revenue | (27,767) | (19,106) |
Non-cash interest expense | 29,595 | 17,273 |
Loss disposal of assets, net | 9 | 21 |
Other, net | 1,125 | (406) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 25,341 | 1,291 |
Prepaid expenses | 4,202 | 2,965 |
Accounts payable | (10,733) | 2,032 |
Deferred revenue | (4) | (2,382) |
Accrued liabilities and other current liabilities | (3,622) | 5,158 |
Other operating assets and liabilities | (409) | (2,526) |
Net cash used in operating activities | (38,191) | (58,526) |
Cash flows from investing activities: | ||
Purchases of plant and equipment | (35) | (1,842) |
Sale of long-term investment | 264 | |
Purchases of available-for-sale securities | (14,647) | |
Proceeds from sale of available-for-sale securities | 5,000 | |
Net cash provided by (used in) investing activities | 229 | (11,489) |
Cash flows from financing activities: | ||
Net proceeds from sale of equity | 17,171 | 60,583 |
Proceeds from employee stock purchases and option exercises | 173 | 374 |
Purchase of treasury shares to satisfy tax withholdings | (2,819) | |
Payment of finance lease obligation | (2,514) | (1,888) |
Net cash provided by financing activities | 14,830 | 56,250 |
Effect of exchange rate changes on cash | (122) | (90) |
Net decrease in cash, cash equivalents and restricted cash | (23,254) | (13,855) |
Cash, cash equivalents and restricted cash, beginning of period | 79,779 | 181,343 |
Cash, cash equivalents and restricted cash, end of period | 56,525 | 167,488 |
Supplemental cash flow information: | ||
Cash paid for interest | 667 | 830 |
Supplemental disclosures - non-cash activities: | ||
Purchases of plant and equipment in accounts payable and accrued liabilities | 3,893 | |
Insurance financing agreement | 612 | 707 |
Issuance of subsidiary shares for employee bonus | 726 | |
Lease right-of-use assets obtained in exchange for new operating lease liabilities | 105 | 250 |
Lease right-of-use assets obtained in exchange for new finance lease liabilities | 122 | 3,630 |
Payment for Services [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | 318 | |
Employee Bonus [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | $ 4,215 | |
Issuance of subsidiary options | $ 133 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Mar. 31, 2023 $ / shares |
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 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 | 3 Months Ended |
Mar. 31, 2024 | |
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 leading clinical-stage biotechnology company developing therapies targeting cancer with a robust pipeline of immunological agents. Our mission is to expand patient populations benefiting from cancer immunotherapy through combination approaches, using a broad repertoire of antibody therapeutics, adoptive cell therapies (through our subsidiary MiNK Therapeutics, Inc. (“MiNK”)), and vaccine adjuvants (through our subsidiary SaponiQx, Inc. (“SaponiQx”)). We believe that combination therapies and a deep understanding of each patient’s cancer will significantly expand the patient population benefiting from immuno-oncology (“I-O”) treatments. In addition to our diverse pipeline, we have established fully integrated capabilities encompassing novel target discovery, antibody generation, cell line development, and current good manufacturing practice ("cGMP") manufacturing. We believe these integrated capabilities enable us to develop and, if approved, commercialize novel candidates on accelerated timelines compared to industry standards. Through independent development and strategic partnerships, we leverage our scientific expertise and capabilities to drive innovation in the I-O 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 assets, botensilimab (a multifunctional immune cell activator and human Fc-enhanced cytotoxic T-lymphocyte antigen 4 (CTLA-4) blocking antibody, also known as AGEN1811) and balstilimab (a programmed death receptor-1 (PD-1) blocking antibody). • Our saponin-based vaccine adjuvant platform, primarily centered around our STIMULON cultured plant cell (“cpc”) QS-21 adjuvant (“STIMULON cpcQS-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 include product research, preclinical and clinical development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of our collaborations. Our product candidates require successful clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace. Part of our strategy is to develop and commercialize some of our product candidates by continuing our existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations. Our cash and cash equivalents at March 31, 2024 were $ 52.9 million, a decrease of $ 23.3 million from December 31, 2023 . Cash and cash equivalents of our subsidiary, MiNK, at December 31, 2023, were $ 3.4 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. As of March 31, 2024, we had an accumulated deficit of $ 2.0 billion and $ 13.0 million of subordinated notes maturing in February 2025 . Since our founding we have financed our operations principally through income and revenues generated from corporate partnerships, advance royalty sales and proceeds from equity issuances. Based on our current plans and projections, we believe that our cash resources of $ 52.9 million at March 31, 2024, plus the $75.0 million to be received from Ligand Pharmaceuticals and the exercise at their option of an additional $25.0 million under a Purchase and Sale Agreement (see Note P), plus additional funding we may receive from multiple other sources, including out-licensing and/or partnering opportunities, and the repayment of our subordinated notes, will be sufficient to satisfy our liquidity requirements through the end of the year and into 2025. Potential partnership and collaboration transactions along with potential accelerated approval of our lead products, botensilimab and balstilimab, and potential commercial revenues from these products, can extend our runway and allow us to be cash flow positive from our operations. We are also in discussions with several other parties to participate in the Purchase and Sale Agreement for up to an additional $125.0 million under the same structure as the Ligand transaction. In addition, we are also in discussions with several potential corporate collaborators. These transactions could also extend our cash resources. However, because the completion of such transactions is not entirely within our control, in accordance with accounting guidance we are required to disclose that substantial doubt exists about our ability to continue as a going concern for a period of one year after the date of filing of this Quarterly Report on Form 10-Q. The financial statements have been prepared on a basis that assumes Agenus will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management continues to address the Company’s liquidity needs and can exercise its flexibility to adjust spending as needed in order to preserve liquidity. In August 2023, we prioritized and focused our resources to accelerate the development, registration, and commercialization of our lead asset postponing all preclinical and other clinical programs and reducing our workforce by approximately 25 %. Our CEO, Dr. Garo Armen has elected to receive his base salary and any potential bonus payments in stock rather than cash. We continuously evaluate the likelihood of success of our programs. As such, our decisions to continue to fund or eliminate funding of each of our programs are predicated on these determinations, on an ongoing basis. We expect our sources of funding to include payments from current collaborations which include milestones and royalty payments from companies, including Bristol-Myers Squibb Company, UroGen Pharma Ltd., Gilead Sciences, Inc., Merck Sharpe & Dohme and Incyte Corporation; out-licensing and/or partnering opportunities for our portfolio programs and product candidates with multiple parties; additional third-party agreements; asset sales; further royalty monetization; 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 three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023 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 (loss) in total stockholders’ deficit. On April 4, 2024, we executed a reverse stock split of our issued and outstanding common stock, par value $ 0.01 , at a ratio of 1-for-20 with a record date of April 12, 2024 (the “Reverse Stock Split”). All common share, per share and related information included in the accompanying financial statements and footnote disclosures have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. See Note P for further details. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and 2023, as they would be anti-dilutive (in thousands): Three Months Ended March 31, 2024 2023 Warrants 99 99 Stock options 2,205 2,184 Non-vested shares 26 127 Series A-1 convertible preferred stock 17 17 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Investments | Note C – Investments Cash equivalents and short-term investments consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Cost Estimated Cost Estimated Institutional money market funds $ 49,220 $ 49,220 $ 70,485 $ 70,485 Total $ 49,220 $ 49,220 $ 70,485 $ 70,485 As a result of the short-term nature of these investments, there were minimal unrealized holding gains or losses for the three months ended March 31, 2024 and 2023. As of both March 31, 2024 and December 31, 2023, all of the investments listed above were classified as cash equivalents on our condensed consolidated balance sheets. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 (in thousands): Balance, December 31, 2023 $ 24,723 Effect of foreign currency ( 25 ) Balance, March 31, 2024 $ 24,698 Acquired intangible assets consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): As of March 31, 2024 Amortization Gross carrying Accumulated Net carrying Intellectual property 7 - 15 years $ 16,841 $ ( 15,268 ) $ 1,573 Trademarks 4 - 4.5 years 1,199 ( 1,193 ) 6 Other 2 - 7 years 1,932 ( 1,338 ) 594 In-process research and development Indefinite 2,057 — 2,057 Total $ 22,029 $ ( 17,799 ) $ 4,230 As of December 31, 2023 Amortization Gross carrying Accumulated Net carrying Intellectual property 7 - 15 years $ 16,841 $ ( 15,184 ) $ 1,657 Trademarks 4 - 4.5 years 1,213 ( 1,185 ) 28 Other 2 - 7 years 1,988 ( 1,319 ) 669 In-process research and development Indefinite 2,057 — 2,057 Total $ 22,099 $ ( 17,688 ) $ 4,411 The weighted average amortization period of our finite-lived intangible assets is 9 years. Amortization expense related to acquired intangibles is estimated at $ 0.4 million for the remainder of 2024, $ 0.5 million for the years ending December 31, 2025 and 2026, $ 0.4 million for the year ending December 31, 2027 and $ 0.3 million for the year ending December 31, 2028. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note E – Debt Debt obligations consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Debt instrument Balance at Current Portion: Debentures $ 146 2015 Subordinated Notes 12,817 Other 612 Total $ 13,575 Debt instrument Balance at Current Portion: Debentures $ 146 Long-term Portion: 2015 Subordinated Notes 12,768 Total $ 12,914 As of March 31, 2024 and December 31, 2023, the principal amount of our outstanding debt balance was $ 13.8 million and $ 13.1 million, respectively. |
Liability Related to the Sale o
Liability Related to the Sale of Future Royalties and Milestones | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 (in thousands): Period from Liability related to sale of future royalties and milestones - beginning balance $ 257,296 Non-cash royalty revenue ( 27,767 ) Non-cash interest expense recognized 29,531 Liability related to sale of future royalties and milestones - ending balance 259,060 Less: unamortized transaction costs ( 223 ) Liability related to sale of future royalties and milestones, net $ 258,837 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 STIMULON QS-21 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 three months ended March 31, 2024 , we recognized $ 27.8 million of non-cash royalty revenue, and we recorded $ 29.5 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 three months ended March 31, 2024 , our estimate of the effective annual interest rate over the life of the agreement decreased to 48.0 %, which results in a life of contract interest rate of 26.5 %. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Accrued and Other Current Liabilities | Note G – Accrued and Other Current Liabilities Accrued liabilities consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Payroll $ 18,514 $ 14,512 Professional fees 6,195 7,101 Contract manufacturing costs 5,334 7,613 Research services 6,274 10,807 Other 4,974 5,250 Total $ 41,291 $ 45,283 Other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Finance lease liabilities $ 10,738 $ 10,457 Other 3,293 3,458 Total $ 14,031 $ 13,915 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Quoted Prices in Significant Significant Assets: Cash equivalents (Note C) $ 49,220 $ 49,220 $ — $ — Long-term investments 1,834 1,834 — — Total $ 51,054 $ 51,054 $ — $ — Liabilities: Contingent purchase price considerations $ 318 $ — $ — $ 318 Total $ 318 $ — $ — $ 318 Description December 31, 2023 Quoted Prices in Significant Significant Assets: Cash equivalents (Note C) $ 70,485 $ 70,485 $ — $ — Long-term investments 3,222 3,222 — — Total $ 73,707 $ 73,707 $ — $ — Liabilities: Contingent purchase price consideration $ 318 $ — $ — $ 318 Total $ 318 $ — $ — $ 318 Long-term investments are included in "Other long-term assets" in our condensed consolidated balance sheets. We measure our contingent purchase price considerations at fair value. The fair values of our contingent purchase price considerations at both March 31, 2024 and December 31, 2023, of $ 0.3 million, 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 March 31, 2024 and December 31, 2023 was $ 13.6 million and $ 13.0 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 March 31, 2024 and December 31, 2023 was $ 13.8 million and $ 13.1 million, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2024 | |
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 No revenue was recognized for the three months ended March 31, 2024. For the three months ended March 31, 2023, we recognized approximately $ 2.3 million of research and development revenue based on the partial satisfaction of the over time performance obligations as of quarter end. Disaggregation of Revenue The following table presents revenue (in thousands) for the three months ended March 31, 2024 and 2023, 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 March 31, 2024 United States Rest of World Total Revenue Type Other services $ — $ 238 $ 238 Non-cash royalties 27,767 — 27,767 $ 27,767 $ 238 $ 28,005 Three months ended March 31, 2023 Revenue Type Research and development services 267 — 267 Other services — 1,184 1,184 Recognition of deferred revenue 2,345 — 2,345 Non-cash royalties 19,106 — 19,106 $ 21,718 $ 1,184 $ 22,902 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): Three months ended March 31, 2024 Balance at beginning of period Additions Deductions Balance at end of period Contract liabilities: Deferred revenue $ 1,161 $ 5 $ ( 10 ) $ 1,156 We also recorded a $ 0.5 million receivable as of March 31, 2024, for research and development and other services provided. During the three months ended March 31, 2024 , 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 is presented below: Options Weighted Weighted Aggregate Outstanding at December 31, 2023 2,141,360 $ 65.00 Granted 164,506 17.44 Exercised — — Forfeited ( 11,982 ) 48.61 Expired ( 88,971 ) 63.66 Outstanding at March 31, 2024 2,204,913 $ 61.55 6.61 $ — Vested or expected to vest at March 31, 2024 2,204,913 $ 61.55 6.61 $ — Exercisable at March 31, 2024 1,558,872 $ 69.34 5.88 $ — The weighted average grant-date fair values of stock options granted during the three months ended March 31, 2024 and 2023 were $ 8.82 and $ 30.60 , respectively. As of March 31, 2024 , there was approximately $ 18.6 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 1.7 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 three months ended March 31, 2024 is presented below: Non-vested Weighted Outstanding at December 31, 2023 27,163 $ 37.20 Granted 10,406 12.16 Vested ( 7,989 ) 31.08 Forfeited ( 4,000 ) 41.72 Outstanding at March 31, 2024 25,580 $ 28.21 As of March 31, 2024 , there was approximately $ 1.3 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 3.5 years. During the three months ended March 31, 2024 , 11,816 shares were issued under the 2019 Employee Stock Purchase Plan and 7,989 shares were issued as a result of the vesting of non-vested stock. The impact on our results of operations from share-based compensation for the three months ended March 31, 2024 and 2023, was as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 1,314 $ 1,733 General and administrative 2,882 3,752 Total share-based compensation expense $ 4,196 $ 5,485 |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Note K – Restricted Cash As of both March 31, 2024, and December 31, 2023 , we maintained non-current restricted cash of $ 3.7 million. This amount is included within “Other long-term assets” in our condensed consolidated balance sheets and is comprised of deposits under letters of credit required under 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): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Beginning of Period End of Period Beginning of Period End of Period Cash and cash equivalents $ 76,110 $ 52,856 $ 178,674 $ 164,819 Restricted cash 3,669 3,669 2,669 2,669 Cash, cash equivalents and restricted cash $ 79,779 $ 56,525 $ 181,343 $ 167,488 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity | Note L – Equity On March 14, 2024, we filed a Post-effective Amendment to an Automatic Shelf Registration Statement on Form POSASR (file no. 333-272911) and a Post-Effective Amendments for Registration Statement on Form POS AM (file no. 333-272911) (together, the “Registration Statement”). The Registration Statement included both a base prospectus that covered the potential offering, issuance and sale from time to time of up to $ 300.0 million 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 6,725,642 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 months ended March 31, 2024 , we received net proceeds of approximately $ 17.2 million from the sale of approximately 1.2 million shares of our common stock in at-the-market offerings under the Sales Agreement. |
Non-controlling Interest
Non-controlling Interest | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | Note M – Non-controlling Interest Non-controlling interest recorded in our condensed consolidated financial statements as of March 31, 2024 and December 31, 2023, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own. March 31, 2024 December 31, 2023 MiNK Therapeutics, Inc. 37 % 37 % SaponiQx, Inc. 30 % 30 % Changes in non-controlling interest for the periods ended March 31, 2024 and December 31, 2023, were as follows (in thousands): March 31, 2024 December 31, 2023 Beginning balance $ 11,949 $ 6,376 Net loss attributable to non-controlling interest ( 1,568 ) ( 11,676 ) Other items: Distribution of subsidiary shares to Agenus stockholders — 14,888 Purchase of subsidiary shares — ( 2,546 ) Issuance of subsidiary shares for employee bonus — 1,011 Issuance of subsidiary shares for employee stock purchase plan and exercise of options 7 71 Subsidiary share-based compensation 719 3,825 Total other items 726 17,249 Ending balance $ 11,107 $ 11,949 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 0.292 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 During the year ended December 31, 2023, we purchased 446,494 shares of MiNK common stock in multiple open market transactions. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
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. No expenses were incurred in the three months ended March 31, 2024. For the three months ended March 31, 2023, approximately $ 228,000 related to these services is included in “Research and development” expense in our condensed consolidated statements of operations. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Note O – Recent Accounting Pronouncements Recently Issued, Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires incremental annual and quarterly disclosures about segment measures of profit or loss as well as significant segment expenditures. It also requires public entities with a single reportable segment to provide all segment disclosures required by the amendments and all existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. As we have a single reportable segment, we expect the adoption of this standard to result in increased disclosures in the notes to our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires incremental annual disclosures around income tax rate reconciliations, income taxes paid and other related disclosures. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for any annual periods for which financial statements have not been issued or made available for issuance. We are currently evaluating the impact that ASU 2023-09 will have on the notes to our consolidated financial statements. No other new accounting pronouncement issued or effective during the three months ended March 31, 2024 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note P – Subsequent Events Reverse Stock Split On April 3, 2024, our stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of our issued and outstanding common stock at a ratio of 1-for-20 (the “Reverse Stock Split”). On April 4, 2024, we filed a Certificate of Eighth Amendment (the “Certificate of Amendment”) to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. Pursuant to the Certificate of Amendment, the Reverse Stock Split became effective at 12:01 a.m., Eastern Time, on April 12, 2024. As of the opening of trading on April 12, 2024, our common stock began trading on a post-split basis under CUSIP number 00847G 804. All common share, per share and related information included in the accompanying financial statements and footnote disclosures have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. Purchase Agreement On May 6, 2024, we, and certain wholly-owned subsidiaries, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Ligand Pharmaceuticals Incorporated (“Ligand”) for the sale to Ligand of (i) 31.875 % of the development, regulatory and commercial milestone payments we are eligible to receive under our agreements with Bristol-Myers Squibb Company, UroGen Pharma Ltd., Gilead Sciences, Inc., Merck Sharpe & Dohme and Incyte Corporation, (the “Covered License Agreements”) (ii) 18.75 % of the royalties the Company receives under the Covered License Agreements; and (iii) a 2.625 % synthetic royalty on worldwide net sales of botensilimab and balstilimab (collectively the “Purchased Assets”). The total amounts payable to Ligand are subject to a 50 % reduction in the event total payments to Ligand exceed a specified return hurdle. The synthetic royalty is subject to a reduction if annual worldwide net sales exceed a specified level, and a cap on annual worldwide net sales if annual worldwide net sales exceed a higher specified level. The synthetic royalty can increase by 1 % based on the occurrence of certain future events. In consideration for the sale of the Purchased Assets, we will receive $ 75.0 million, less certain reimbursable expenses, on the closing date. The Purchase Agreement permits additional sales of the Purchased Assets to third parties on substantially similar terms on a pro rata basis, up to a maximum of $ 200.0 million. In addition, Ligand has a time-based option to invest an additional $ 25.0 million on a pro rata basis. The Purchase Agreement contains customary representations, warranties and agreements by us and Ligand, indemnification obligations of the parties and certain other obligations of the parties. As part of the transaction, we will grant Ligand security over certain assets related to the Purchased Assets pursuant to security agreements, subject to certain customary exceptions. Closing of the transaction is subject to customary conditions, including execution of customary ancillary documents for a transaction of this type. The transaction is expected to close in May 2024. In connection with the sale of the Purchased Assets, we issued to Ligand a warrant (“Warrant”) to purchase 867,052 shares of our common stock, at an exercise price equal to $ 17.30 . The exercise price of the Warrant and the number of shares issuable upon exercise of the Warrant are subject to adjustments for stock splits, combinations, stock dividends or similar events. The Warrant is exercisable until May 6, 2029 . |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | 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 March 31, 2024 and 2023, as they would be anti-dilutive (in thousands): Three Months Ended March 31, 2024 2023 Warrants 99 99 Stock options 2,205 2,184 Non-vested shares 26 127 Series A-1 convertible preferred stock 17 17 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents | Cash equivalents and short-term investments consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Cost Estimated Cost Estimated Institutional money market funds $ 49,220 $ 49,220 $ 70,485 $ 70,485 Total $ 49,220 $ 49,220 $ 70,485 $ 70,485 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 (in thousands): Balance, December 31, 2023 $ 24,723 Effect of foreign currency ( 25 ) Balance, March 31, 2024 $ 24,698 |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): As of March 31, 2024 Amortization Gross carrying Accumulated Net carrying Intellectual property 7 - 15 years $ 16,841 $ ( 15,268 ) $ 1,573 Trademarks 4 - 4.5 years 1,199 ( 1,193 ) 6 Other 2 - 7 years 1,932 ( 1,338 ) 594 In-process research and development Indefinite 2,057 — 2,057 Total $ 22,029 $ ( 17,799 ) $ 4,230 As of December 31, 2023 Amortization Gross carrying Accumulated Net carrying Intellectual property 7 - 15 years $ 16,841 $ ( 15,184 ) $ 1,657 Trademarks 4 - 4.5 years 1,213 ( 1,185 ) 28 Other 2 - 7 years 1,988 ( 1,319 ) 669 In-process research and development Indefinite 2,057 — 2,057 Total $ 22,099 $ ( 17,688 ) $ 4,411 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): Debt instrument Balance at Current Portion: Debentures $ 146 2015 Subordinated Notes 12,817 Other 612 Total $ 13,575 Debt instrument Balance at Current Portion: Debentures $ 146 Long-term Portion: 2015 Subordinated Notes 12,768 Total $ 12,914 |
Liability Related to the Sale_2
Liability Related to the Sale of Future Royalties and Milestones (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 (in thousands): Period from Liability related to sale of future royalties and milestones - beginning balance $ 257,296 Non-cash royalty revenue ( 27,767 ) Non-cash interest expense recognized 29,531 Liability related to sale of future royalties and milestones - ending balance 259,060 Less: unamortized transaction costs ( 223 ) Liability related to sale of future royalties and milestones, net $ 258,837 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Payroll $ 18,514 $ 14,512 Professional fees 6,195 7,101 Contract manufacturing costs 5,334 7,613 Research services 6,274 10,807 Other 4,974 5,250 Total $ 41,291 $ 45,283 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Finance lease liabilities $ 10,738 $ 10,457 Other 3,293 3,458 Total $ 14,031 $ 13,915 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Quoted Prices in Significant Significant Assets: Cash equivalents (Note C) $ 49,220 $ 49,220 $ — $ — Long-term investments 1,834 1,834 — — Total $ 51,054 $ 51,054 $ — $ — Liabilities: Contingent purchase price considerations $ 318 $ — $ — $ 318 Total $ 318 $ — $ — $ 318 Description December 31, 2023 Quoted Prices in Significant Significant Assets: Cash equivalents (Note C) $ 70,485 $ 70,485 $ — $ — Long-term investments 3,222 3,222 — — Total $ 73,707 $ 73,707 $ — $ — Liabilities: Contingent purchase price consideration $ 318 $ — $ — $ 318 Total $ 318 $ — $ — $ 318 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Collaboration [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents revenue (in thousands) for the three months ended March 31, 2024 and 2023, 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 March 31, 2024 United States Rest of World Total Revenue Type Other services $ — $ 238 $ 238 Non-cash royalties 27,767 — 27,767 $ 27,767 $ 238 $ 28,005 Three months ended March 31, 2023 Revenue Type Research and development services 267 — 267 Other services — 1,184 1,184 Recognition of deferred revenue 2,345 — 2,345 Non-cash royalties 19,106 — 19,106 $ 21,718 $ 1,184 $ 22,902 |
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): Three months ended March 31, 2024 Balance at beginning of period Additions Deductions Balance at end of period Contract liabilities: Deferred revenue $ 1,161 $ 5 $ ( 10 ) $ 1,156 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Stock Option Activity | A summary of option activity for the three months ended March 31, 2024 is presented below: Options Weighted Weighted Aggregate Outstanding at December 31, 2023 2,141,360 $ 65.00 Granted 164,506 17.44 Exercised — — Forfeited ( 11,982 ) 48.61 Expired ( 88,971 ) 63.66 Outstanding at March 31, 2024 2,204,913 $ 61.55 6.61 $ — Vested or expected to vest at March 31, 2024 2,204,913 $ 61.55 6.61 $ — Exercisable at March 31, 2024 1,558,872 $ 69.34 5.88 $ — |
Summary of Non-vested Stock Activity | A summary of non-vested stock activity for the three months ended March 31, 2024 is presented below: Non-vested Weighted Outstanding at December 31, 2023 27,163 $ 37.20 Granted 10,406 12.16 Vested ( 7,989 ) 31.08 Forfeited ( 4,000 ) 41.72 Outstanding at March 31, 2024 25,580 $ 28.21 |
Schedule of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the three months ended March 31, 2024 and 2023, was as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 1,314 $ 1,733 General and administrative 2,882 3,752 Total share-based compensation expense $ 4,196 $ 5,485 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Beginning of Period End of Period Beginning of Period End of Period Cash and cash equivalents $ 76,110 $ 52,856 $ 178,674 $ 164,819 Restricted cash 3,669 3,669 2,669 2,669 Cash, cash equivalents and restricted cash $ 79,779 $ 56,525 $ 181,343 $ 167,488 |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
Schedule Of Approximate Interests In Certain Consolidated Subsidiaries | Non-controlling interest recorded in our condensed consolidated financial statements as of March 31, 2024 and December 31, 2023, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own. March 31, 2024 December 31, 2023 MiNK Therapeutics, Inc. 37 % 37 % SaponiQx, Inc. 30 % 30 % |
Schedule Of Changes In Non-controlling Interest | Changes in non-controlling interest for the periods ended March 31, 2024 and December 31, 2023, were as follows (in thousands): March 31, 2024 December 31, 2023 Beginning balance $ 11,949 $ 6,376 Net loss attributable to non-controlling interest ( 1,568 ) ( 11,676 ) Other items: Distribution of subsidiary shares to Agenus stockholders — 14,888 Purchase of subsidiary shares — ( 2,546 ) Issuance of subsidiary shares for employee bonus — 1,011 Issuance of subsidiary shares for employee stock purchase plan and exercise of options 7 71 Subsidiary share-based compensation 719 3,825 Total other items 726 17,249 Ending balance $ 11,107 $ 11,949 |
Business, Liquidity and Basis_2
Business, Liquidity and Basis of Presentation (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Apr. 03, 2024 $ / shares | Aug. 31, 2023 | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Mar. 29, 2023 $ / shares | Dec. 31, 2022 USD ($) | |
Product Information [Line Items] | |||||||
Cash, cash equivalents and short term investment | $ 52,900 | ||||||
Decrease cash, cash equivalents and short term investment | 23,300 | ||||||
Accumulated deficit | 2,017,554 | $ 1,955,668 | |||||
Cash and cash equivalents | $ 52,856 | $ 76,110 | $ 164,819 | $ 178,674 | |||
Percentage of reduced workforce | 25% | ||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Subsequent Event [Member] | |||||||
Product Information [Line Items] | |||||||
Common stock, par value | $ / shares | $ 0.01 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Product Information [Line Items] | |||||||
Reverse stock split, ratio | 0.05 | ||||||
Reverse stock split ratio, description | 1-for-20 | ||||||
Subordinated Notes [Member] | |||||||
Product Information [Line Items] | |||||||
Debt instrument, face amount | $ 13,000 | ||||||
Debt instrument maturity month and year | 2025-02 | ||||||
MiNK Therapeutics, Inc. | |||||||
Product Information [Line Items] | |||||||
Cash and cash equivalents | $ 3,400 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 99,000 | 99,000 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,205,000 | 2,184,000 |
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 | 26,000 | 127,000 |
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 | 17,000 | 17,000 |
Investments (Schedule of Cash E
Investments (Schedule of Cash Equivalents and Short Term Investments) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | $ 52,900 | |
Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 49,220 | $ 70,485 |
Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 49,220 | 70,485 |
Institutional Money Market Funds [Member] | Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 49,220 | 70,485 |
Institutional Money Market Funds [Member] | Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | $ 49,220 | $ 70,485 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 24,723 |
Effect of foreign currency | (25) |
Ending balance | $ 24,698 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 22,029 | $ 22,099 |
Accumulated amortization | (17,799) | (17,688) |
Net carrying amount | 4,230 | 4,411 |
Indefinite-lived Intangible Assets Acquired | 2,057 | 2,057 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,841 | 16,841 |
Accumulated amortization | (15,268) | (15,184) |
Net carrying amount | $ 1,573 | $ 1,657 |
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 | $ 1,199 | $ 1,213 |
Accumulated amortization | (1,193) | (1,185) |
Net carrying amount | $ 6 | $ 28 |
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 | $ 1,932 | $ 1,988 |
Accumulated amortization | (1,338) | (1,319) |
Net carrying amount | $ 594 | $ 669 |
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 | 7 years |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 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 2024 | $ 0.4 |
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 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2028 | $ 0.3 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Other | $ 612 | |
Total | 13,575 | $ 12,914 |
2015 Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
2015 Subordinated Notes | 12,817 | 12,768 |
Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Debentures | $ 146 | $ 146 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Principal amount of outstanding debt | $ 13.8 | $ 13.1 |
Liability Related to the Sale_3
Liability Related to the Sale of Future Royalties and Milestones (Schedule of Liability Account) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Liability related to sale of future royalties and milestones - beginning balance | $ 257,296 |
Non-cash royalty revenue | (27,767) |
Non-cash interest expense recognized | 29,531 |
Liability related to sale of future royalties and milestones - ending balance | 259,060 |
Less: unamortized transaction costs | (223) |
Liability related to sale of future royalties and milestones, net | $ 258,837 |
Liability Related to the Sale_4
Liability Related to the Sale of Future Royalties and Milestones (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 19, 2018 | Mar. 31, 2024 | |
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | ||
Non-cash royalty revenue recognized | $ 27,767 | |
Non-cash interest expense | 29,531 | |
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 | 27,800 | |
Non-cash interest expense | $ 29,500 | |
Effective annual interest rate | 48% | |
Prospective effective annual interest rate | 26.50% |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Liabilities, Current [Abstract] | ||
Payroll | $ 18,514 | $ 14,512 |
Professional fees | 6,195 | 7,101 |
Contract manufacturing costs | 5,334 | 7,613 |
Research services | 6,274 | 10,807 |
Other | 4,974 | 5,250 |
Total | $ 41,291 | $ 45,283 |
Accrued and Other Current Lia_4
Accrued and Other Current Liabilities (Schedule of Other Current Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities, Current [Abstract] | ||
Finance lease liabilities | $ 10,738 | $ 10,457 |
Other | 3,293 | 3,458 |
Total | $ 14,031 | $ 13,915 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price considerations | $ 318 | $ 318 |
Long-term Debt, Gross | 13,800 | 13,100 |
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 | $ 13,600 | $ 13,000 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 49,220 | $ 70,485 |
Long-term investments | 1,834 | 3,222 |
Total | 51,054 | 73,707 |
Contingent purchase price considerations | 318 | 318 |
Total | 318 | 318 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | 49,220 | 70,485 |
Long-term investments | 1,834 | 3,222 |
Total | 51,054 | 73,707 |
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 |
Long-term investments | 0 | 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 |
Long-term investments | 0 | 0 |
Total | 0 | 0 |
Contingent purchase price considerations | 318 | 318 |
Total | $ 318 | $ 318 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Narrative) (Details) - USD ($) | 3 Months Ended | |||
Jan. 23, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 20, 2018 | |
Revenue From Contract With Customer [Line Items] | ||||
Shares sold at the market | $ 17,171,000 | $ 60,583,000 | ||
Revenue | 28,005,000 | 22,902,000 | ||
Asset impairment charges | 0 | |||
Contract with customer, liability, revenue recognized | 10,000 | |||
Receivables for R & D services | 500,000 | |||
Capitalized contract , cost | 0 | |||
Research and Development Revenue [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Revenue | 0 | 2,612,000 | ||
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 | |||
Revenue | $ 0 | |||
Gilead Sciences, Inc. [Member] | Collaborative Arrangement [Member] | Research and Development Revenue [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Revenue | $ 2,300,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Summary of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 28,005 | $ 22,902 |
Research and development services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 267 | |
Other services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 238 | 1,184 |
Recognition of deferred revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 2,345 | |
Non-cash royalty revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 27,767 | 19,106 |
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 27,767 | 19,106 |
United States [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 27,767 | 21,718 |
United States [Member] | Research and development services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 267 | |
United States [Member] | Recognition of deferred revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 2,345 | |
United States [Member] | Non-cash royalty revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 27,767 | 19,106 |
Rest of World [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 238 | 1,184 |
Rest of World [Member] | Other services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 238 | $ 1,184 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Deferred revenue, Beginning Balance | $ 1,161 |
Additions | 5 |
Deferred revenue, Deductions | (10) |
Deferred revenue, Ending Balance | $ 1,156 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Weighted average grant-date fair value of options granted | $ 8.82 | $ 30.6 |
Shares issued from vesting of non vested stock | $ 31.08 | |
Employee Stock Option [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense | $ 18.6 | |
Unrecognized share-based compensation expense, weighted average period | 1 year 8 months 12 days | |
Restricted Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense, Other than option | $ 1.3 | |
Unrecognized share-based compensation expense, weighted average period, Other than option | 3 years 6 months | |
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 | 11,816 | |
Shares issued from vesting of non vested stock | 7,989 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans (Schedule of Stock Option Activity) (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Options Outstanding, Beginning Balance | shares | 2,141,360 |
Options Granted | shares | 164,506 |
Options Forfeited | shares | (11,982) |
Options Expired | shares | (88,971) |
Options Outstanding, Ending Balance | shares | 2,204,913 |
Options Vested or expected to vest | shares | 2,204,913 |
Options Exercisable | shares | 1,558,872 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 65 |
Options Granted, Weighted Average Exercise Price | $ / shares | 17.44 |
Options Forfeited, Weighted Average Exercise Price | $ / shares | 48.61 |
Options Expired, Weighted Average Exercise Price | $ / shares | 63.66 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 61.55 |
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 61.55 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 69.34 |
Options Outstanding, Weighted Average Remaining Contractual Term | 6 years 7 months 9 days |
Options Vested or expected to vest, Weighted Average Remaining Contractual Term | 6 years 7 months 9 days |
Options Exercisable, Weighted Average Remaining Contractual Term | 5 years 10 months 17 days |
Share-Based Compensation Plan_4
Share-Based Compensation Plans (Summary of Non-vested Stock Activity) (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Non-vested Shares Outstanding, Beginning Balance | shares | 27,163 |
Non-vested Shares Granted | shares | 10,406 |
Non-vested Shares Vested | shares | (7,989) |
Non-vested Shares Forfeited | shares | (4,000) |
Non-vested Shares Outstanding, Ending Balance | shares | 25,580 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 37.20 |
Non-vested Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 12.16 |
Non-vested Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 31.08 |
Non-vested Shares Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 41.72 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 28.21 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans (Schedule of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 4,196 | $ 5,485 |
Research and Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 1,314 | 1,733 |
General and Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 2,882 | $ 3,752 |
Restricted Cash (Narrative) (De
Restricted Cash (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash | $ 3.7 | $ 3.7 |
Restricted Cash (Schedule of Re
Restricted Cash (Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 52,856 | $ 76,110 | $ 164,819 | $ 178,674 |
Restricted cash | 3,669 | 3,669 | 2,669 | 2,669 |
Cash, cash equivalents and restricted cash | $ 56,525 | $ 79,779 | $ 167,488 | $ 181,343 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - At Market Issuance Sales Agreement [Member] - B. Riley FBR, Inc. [Member] - New Sales Agreement [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Class Of Stock [Line Items] | |
Shares sold at the market, shares | shares | 6,725,642 |
Common stock, preferred stock, warrants, debt securities and units | $ | $ 300 |
Net proceeds from issuance of common stock | $ | $ 17.2 |
Shares sold at the market, shares | shares | 1,200,000 |
Non-controlling Interest - Sche
Non-controlling Interest - Schedule Of Approximate Interests In Certain Consolidated Subsidiaries (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
MiNK Therapeutics, Inc. | ||
Minority Interest [Line Items] | ||
Percentage of Non-controlling interest | 37% | 37% |
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 | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Minority Interest [Line Items] | |||
Beginning balance | $ 11,949 | ||
Net loss attributable to non-controlling interest | (1,568) | $ (2,639) | |
Issuance of subsidiary shares for employee bonus | 726 | ||
Share-based compensation | 4,196 | 5,485 | |
Ending balance | 11,107 | $ 11,949 | |
Non-controlling Interest [Member] | |||
Minority Interest [Line Items] | |||
Beginning balance | 11,949 | 6,376 | 6,376 |
Net loss attributable to non-controlling interest | (1,568) | (11,676) | |
Distribution of subsidiary shares to Agenus stockholders | 14,888 | ||
Purchase of subsidiary shares | (2,546) | ||
Issuance of subsidiary shares for employee bonus | 1,011 | ||
Issuance of subsidiary shares for employee stock purchase plan and exercise of options | 7 | 71 | |
Share-based compensation | 719 | $ 919 | 3,825 |
Total other items | 726 | 17,249 | |
Ending balance | $ 11,107 | $ 11,949 |
Non-controlling Interest - Addi
Non-controlling Interest - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
May 01, 2023 | Mar. 29, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | |
Minority Interest [Line Items] | |||||
Issuance of subsidiary shares to noncontrolling interest | $ 726 | ||||
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 | $ 0.292 | ||||
Number of fractional shares issued | 0 | ||||
MiNK Therapeutics, Inc. | |||||
Minority Interest [Line Items] | |||||
Common stock, par value | $ 0.00001 | ||||
Purchase of subsidiary shares | 446,494 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Related party expenses incurred | $ 0 | |
Research and Development Manufacturing Services [Member] | ||
Related Party Transaction [Line Items] | ||
Total expenses | $ 228,000 | |
Clinical Research Services [Member] | ||
Related Party Transaction [Line Items] | ||
Total expenses | $ 450,000 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions | May 06, 2024 USD ($) $ / shares shares | Apr. 03, 2024 |
Purchase Agreement [Member] | Ligand Pharmaceuticals Incorporated [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of synthetic royalty on worldwide net sales of purchased assets | 2.625% | |
Percentage reduction in amounts payable upon overall payments due exceeding specified return hurdle | 50% | |
Percentage increase in synthetic royalty based on certain future events | 1% | |
Consideration on sale of purchased assets less reimbursable expenses | $ 75 | |
Time-based option to invest, additional amount | 25 | |
Purchase Agreement [Member] | Ligand Pharmaceuticals Incorporated [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Additional sales of purchased sssets to third parties on pro rata basis | $ 200 | |
Purchase Agreement [Member] | Ligand Pharmaceuticals Incorporated [Member] | Covered License Agreements [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of sale of development, regulatory and commercial milestone payments eligible to receive | 31.875% | |
Percentage of royalties receipts | 18.75% | |
Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Reverse stock split, ratio | 0.05 | |
Reverse stock split ratio, description | 1-for-20 | |
Common Stock [Member] | Ligand Pharmaceuticals Incorporated [Member] | ||
Subsequent Event [Line Items] | ||
Warrants issued to purchase shars of common stock | shares | 867,052 | |
Warrants, exercise price | $ / shares | $ 17.3 | |
Warrants, expiration date | May 06, 2029 |