Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
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 $0.01 | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 256,831,180 | |
Entity File Number | 000-29089 | |
Entity Tax Identification Number | 06-1562417 | |
Entity Address, Address Line One | 3 Forbes Road | |
Entity Address, City or Town | Lexington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02421 | |
City Area Code | 781 | |
Local Phone Number | 674-4400 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 256,529 | $ 99,871 |
Short-term investments | 4,999 | |
Accounts receivable | 21,773 | 1,157 |
Prepaid expenses | 18,342 | 10,746 |
Other current assets | 6,758 | 2,009 |
Total current assets | 308,401 | 113,783 |
Property, plant and equipment, net of accumulated amortization and depreciation of $49,433 and $47,201 at September 30, 2021 and December 31, 2020, respectively | 50,279 | 26,790 |
Operating lease right-of-use assets | 31,246 | 33,480 |
Goodwill | 24,528 | 25,452 |
Acquired intangible assets, net of accumulated amortization of $13,335 and $11,841 at September 30, 2021 and December 31, 2020, respectively | 8,993 | 10,886 |
Other long-term assets | 14,192 | 4,123 |
Total assets | 437,639 | 214,514 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Current portion, long-term debt | 542 | 833 |
Current portion, liability related to sale of future royalties and milestones | 63,684 | 57,362 |
Current portion, deferred revenue | 19,682 | 17,186 |
Current portion, operating lease liabilities | 2,368 | 1,950 |
Accounts payable | 25,118 | 17,015 |
Accrued liabilities | 31,955 | 29,057 |
Other current liabilities | 6,782 | 6,481 |
Total current liabilities | 150,131 | 129,884 |
Long-term debt, net of current portion | 12,786 | 18,879 |
Liability related to sale of future royalties and milestones, net of current portion | 189,229 | 176,263 |
Deferred revenue, net of current portion | 5,407 | 28,282 |
Operating lease liabilities, net of current portion | 38,900 | 34,065 |
Contingent purchase price considerations | 3,739 | 10,208 |
Other long-term liabilities | 1,894 | 1,514 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock, par value $0.01 per share; 400,000,000 shares authorized; 247,511,769 and 196,090,980 shares issued at September 30, 2021 and December 31, 2020, respectively | 2,475 | 1,961 |
Additional paid-in capital | 1,463,524 | 1,257,502 |
Accumulated other comprehensive income | 177 | 2,772 |
Accumulated deficit | (1,424,322) | (1,465,907) |
Total stockholders’ equity (deficit) attributable to Agenus Inc. | 41,854 | (203,672) |
Non-controlling interest | (6,301) | (7,826) |
Total stockholders’ equity (deficit) | 35,553 | (211,498) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | 437,639 | 214,514 |
Series C-1 Convertible Preferred Stock [Member] | ||
CONVERTIBLE PREFERRED STOCK | ||
Series C-1 convertible preferred stock; no and 12,459 shares designated, issued, and outstanding at September 30, 2021 and December 31, 2020, respectively | 26,917 | |
Series A-1 convertible preferred stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at September 30, 2021 and December 31, 2020; liquidation value of $33,408 at September 30, 2021 | 0 | 0 |
Total stockholders’ equity (deficit) | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property plant and equipment, accumulated amortization and depreciation | $ 49,433 | $ 47,201 |
Acquired intangible assets, accumulated amortization | $ 13,335 | $ 11,841 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 247,511,769 | 196,090,980 |
Series C-1 Convertible Preferred Stock [Member] | ||
Series C-1 convertible preferred stock, shares designated | 0 | 12,459 |
Series C-1 convertible preferred stock, shares issued | 0 | 12,459 |
Series C-1 convertible preferred stock, shares outstanding | 0 | 12,459 |
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 | $ 33,408 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenues | $ 252,954 | $ 14,832 | $ 275,404 | $ 56,906 |
Operating expenses: | ||||
Cost of service revenue | (817) | (911) | (2,589) | (1,545) |
Research and development | (42,937) | (32,134) | (125,122) | (107,048) |
General and administrative | (21,385) | (14,380) | (54,388) | (39,188) |
Contingent purchase price consideration fair value adjustment | (275) | (2,196) | (13,531) | (4,652) |
Operating income (loss) | 187,540 | (34,789) | 79,774 | (95,527) |
Other income (expense): | ||||
Gain on extinguishment of debt | 6,197 | 6,197 | ||
Loss on modification of debt | (2,720) | |||
Non-operating income (expense) | 121 | (648) | 2,059 | (2,040) |
Interest expense, net | (16,581) | (16,209) | (49,147) | (44,874) |
Net income (loss) | 177,277 | (51,646) | 38,883 | (145,161) |
Dividends on Series A-1 convertible preferred stock | (53) | (52) | (158) | (157) |
Less: net loss attributable to non-controlling interest | (1,275) | (493) | (2,702) | (1,854) |
Net income (loss) attributable to Agenus Inc. common stockholders | $ 178,499 | $ (51,205) | $ 41,427 | $ (143,464) |
Per common share data: | ||||
Basic net income (loss) attributable to Agenus Inc. common stockholders | $ 0.76 | $ (0.28) | $ 0.19 | $ (0.87) |
Diluted net income (loss) attributable to Agenus Inc. common stockholders | $ 0.72 | $ (0.28) | $ 0.18 | $ (0.87) |
Weighted average number of Agenus Inc. common shares outstanding: | ||||
Basic | 235,407 | 182,667 | 219,677 | 165,682 |
Diluted | 246,726 | 182,667 | 232,512 | 165,682 |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss) | $ (83) | $ 864 | $ (2,595) | $ 2,557 |
Other comprehensive income (loss) | (83) | 864 | (2,595) | 2,557 |
Comprehensive income (loss) | 178,416 | (50,341) | 38,832 | (140,907) |
Research and Development [Member] | ||||
Revenue: | ||||
Total revenues | 238,986 | 4,286 | 242,265 | 24,283 |
Service Revenue [Member] | ||||
Revenue: | ||||
Total revenues | 1,375 | 1,599 | 4,201 | 2,621 |
Other Revenue [Member] | ||||
Revenue: | ||||
Total revenues | 35 | 52 | ||
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member] | ||||
Revenue: | ||||
Total revenues | $ 12,593 | $ 8,947 | $ 28,903 | $ 29,950 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock | Accumulated Other Comprehensive Income (Loss) [Member] | Non-controlling Interest [Member] | Accumulated Deficit [Member] | Series C-1 Convertible Preferred Stock [Member] | Series A-1 convertible preferred stock [Member] |
Stockholders' Equity, Beginning Balance at Dec. 31, 2019 | $ (231,337) | $ 1,378 | $ 1,059,583 | $ (1,324) | $ (5,981) | $ (1,284,993) | $ 0 | ||
Temporary Equity, Beginning Balance at Dec. 31, 2019 | $ 26,917 | ||||||||
Balance, shares at Dec. 31, 2019 | 137,819 | 32 | |||||||
Net income (loss) | (45,271) | (597) | (44,674) | ||||||
Other comprehensive income | 1,227 | 1,227 | |||||||
Share-based compensation | 2,397 | 2,397 | |||||||
Shares sold at the market | 65,123 | $ 247 | 64,876 | ||||||
Shares sold at the market, shares | 24,716 | ||||||||
Amendment of 2015 warrants and issuance of 2020 warrants | 3,145 | 3,145 | |||||||
Payment of consultant in shares | 12 | $ 0 | 12 | ||||||
Payment of consultant in shares, shares | 4 | ||||||||
Exercise of stock options and employee share purchases | 2,204 | $ 8 | 2,196 | ||||||
Exercise of stock options and employee share purchases, shares | 765 | ||||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2020 | (202,500) | $ 1,633 | 1,132,209 | (97) | (6,578) | (1,329,667) | $ 0 | ||
Temporary Equity, shares at Mar. 31, 2020 | 12 | ||||||||
Temporary Equity, Ending Balance at Mar. 31, 2020 | $ 26,917 | ||||||||
Balance, shares at Mar. 31, 2020 | 163,304 | 32 | |||||||
Temporary Equity, shares at Dec. 31, 2019 | 12 | ||||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2019 | (231,337) | $ 1,378 | 1,059,583 | (1,324) | (5,981) | (1,284,993) | $ 0 | ||
Temporary Equity, Beginning Balance at Dec. 31, 2019 | $ 26,917 | ||||||||
Balance, shares at Dec. 31, 2019 | 137,819 | 32 | |||||||
Net income (loss) | (145,161) | ||||||||
Other comprehensive income | 2,557 | ||||||||
Stockholders' Equity, Ending Balance at Sep. 30, 2020 | (206,323) | $ 1,892 | 1,226,687 | 1,233 | (7,835) | (1,428,300) | $ 0 | ||
Temporary Equity, shares at Sep. 30, 2020 | 12 | ||||||||
Temporary Equity, Ending Balance at Sep. 30, 2020 | $ 26,917 | ||||||||
Balance, shares at Sep. 30, 2020 | 189,157 | 32 | |||||||
Temporary Equity, shares at Dec. 31, 2019 | 12 | ||||||||
Stockholders' Equity, Beginning Balance at Mar. 31, 2020 | (202,500) | $ 1,633 | 1,132,209 | (97) | (6,578) | (1,329,667) | $ 0 | ||
Temporary Equity, Beginning Balance at Mar. 31, 2020 | $ 26,917 | ||||||||
Balance, shares at Mar. 31, 2020 | 163,304 | 32 | |||||||
Net income (loss) | (48,244) | (764) | (47,480) | ||||||
Other comprehensive income | 466 | 466 | |||||||
Share-based compensation | 2,464 | 2,464 | |||||||
Shares sold at the market | 19,907 | $ 73 | 19,834 | ||||||
Shares sold at the market, shares | 7,290 | ||||||||
Issuance of shares for business acquisition | 900 | $ 4 | 896 | ||||||
Issuance of shares for business acquisition, shares | 405 | ||||||||
Payment of CEO payroll in shares | 88 | 88 | |||||||
Payment of CEO payroll in shares, shares | 31 | ||||||||
Payment of consultant in shares | 31 | 31 | |||||||
Payment of consultant in shares, shares | 10 | ||||||||
Exercise of stock options | 924 | $ 3 | 921 | ||||||
Exercise of stock options, shares | 290 | ||||||||
Vesting of nonvested shares | $ 1 | (1) | |||||||
Vesting of nonvested shares, shares | 88 | ||||||||
Stockholders' Equity, Ending Balance at Jun. 30, 2020 | (225,964) | $ 1,714 | 1,156,442 | 369 | (7,342) | (1,377,147) | $ 0 | ||
Temporary Equity, shares at Jun. 30, 2020 | 12 | ||||||||
Temporary Equity, Ending Balance at Jun. 30, 2020 | $ 26,917 | ||||||||
Balance, shares at Jun. 30, 2020 | 171,418 | 32 | |||||||
Temporary Equity, shares at Mar. 31, 2020 | 12 | ||||||||
Net income (loss) | (51,646) | (493) | (51,153) | ||||||
Other comprehensive income | 864 | 864 | |||||||
Share-based compensation | 2,620 | 2,620 | |||||||
Shares sold at the market | 46,401 | $ 123 | 46,278 | ||||||
Shares sold at the market, shares | 12,281 | ||||||||
Shares sold under Stock Purchase Agreement, values | 20,000 | $ 50 | 19,950 | ||||||
Shares sold under Stock Purchase Agreement, shares | 4,963 | ||||||||
Payment of CEO payroll in shares | 103 | 103 | |||||||
Payment of CEO payroll in shares, shares | 27 | ||||||||
Payment of consultant in shares | 19 | 19 | |||||||
Payment of consultant in shares, shares | 5 | ||||||||
Exercise of stock options and employee share purchases | 1,280 | $ 4 | 1,276 | ||||||
Exercise of stock options and employee share purchases, shares | 423 | ||||||||
Vesting of nonvested shares | $ 1 | (1) | |||||||
Vesting of nonvested shares, shares | 40 | ||||||||
Stockholders' Equity, Ending Balance at Sep. 30, 2020 | (206,323) | $ 1,892 | 1,226,687 | 1,233 | (7,835) | (1,428,300) | $ 0 | ||
Temporary Equity, shares at Sep. 30, 2020 | 12 | ||||||||
Temporary Equity, Ending Balance at Sep. 30, 2020 | $ 26,917 | ||||||||
Balance, shares at Sep. 30, 2020 | 189,157 | 32 | |||||||
Temporary Equity, shares at Jun. 30, 2020 | 12 | ||||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2020 | (211,498) | $ 1,961 | 1,257,502 | 2,772 | (7,826) | (1,465,907) | $ 0 | ||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 26,917 | ||||||||
Balance, shares at Dec. 31, 2020 | 196,093 | 32 | |||||||
Net income (loss) | (54,403) | (726) | (53,677) | ||||||
Other comprehensive income | (3,774) | (3,774) | |||||||
Share-based compensation | 3,932 | 3,669 | 263 | ||||||
Shares sold at the market | 60,859 | $ 190 | 60,669 | ||||||
Shares sold at the market, shares | 18,950 | ||||||||
Payment of CEO payroll in shares | 68 | 68 | |||||||
Payment of CEO payroll in shares, shares | 19 | ||||||||
Issuance of shares for services | 20 | 20 | |||||||
Issuance of shares for services, shares | 5 | ||||||||
Conversion of series C-1 convertible preferred stock | 4,321 | $ 20 | 4,301 | $ (4,321) | |||||
Conversion of Series C-1 convertible preferred stock, shares | 2,000 | (2,000) | |||||||
Exercise of stock options and employee share purchases | 2,526 | $ 8 | 2,518 | ||||||
Exercise of stock options and employee share purchases, shares | 796 | ||||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2021 | (197,949) | $ 2,179 | 1,328,747 | (1,002) | (8,289) | (1,519,584) | $ 0 | ||
Temporary Equity, shares at Mar. 31, 2021 | 10 | ||||||||
Temporary Equity, Ending Balance at Mar. 31, 2021 | $ 22,596 | ||||||||
Balance, shares at Mar. 31, 2021 | 217,863 | 32 | |||||||
Temporary Equity, shares at Dec. 31, 2020 | 12,459 | ||||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2020 | (211,498) | $ 1,961 | 1,257,502 | 2,772 | (7,826) | (1,465,907) | $ 0 | ||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 26,917 | ||||||||
Balance, shares at Dec. 31, 2020 | 196,093 | 32 | |||||||
Net income (loss) | 38,883 | ||||||||
Other comprehensive income | (2,595) | ||||||||
Issuance of subsidiary shares to noncontrolling interest | $ 10,000 | ||||||||
Exercise of stock options, shares | 2,414,403 | ||||||||
Stockholders' Equity, Ending Balance at Sep. 30, 2021 | $ 35,553 | $ 2,475 | 1,463,524 | 177 | (6,301) | (1,424,322) | $ 0 | ||
Temporary Equity, shares at Sep. 30, 2021 | 0 | ||||||||
Balance, shares at Sep. 30, 2021 | 247,512 | 32 | |||||||
Temporary Equity, shares at Dec. 31, 2020 | 12,459 | ||||||||
Stockholders' Equity, Beginning Balance at Mar. 31, 2021 | (197,949) | $ 2,179 | 1,328,747 | (1,002) | (8,289) | (1,519,584) | $ 0 | ||
Temporary Equity, Beginning Balance at Mar. 31, 2021 | $ 22,596 | ||||||||
Balance, shares at Mar. 31, 2021 | 217,863 | 32 | |||||||
Net income (loss) | (83,991) | (701) | (83,290) | ||||||
Other comprehensive income | 1,262 | 1,262 | |||||||
Share-based compensation | 5,431 | 5,075 | 356 | ||||||
Shares sold at the market | 9,147 | $ 34 | 9,113 | ||||||
Shares sold at the market, shares | 3,392 | ||||||||
Issuance of warrants | 70 | 70 | |||||||
Payment of CEO payroll in shares | 87 | 87 | |||||||
Payment of CEO payroll in shares, shares | 24 | ||||||||
Issuance of shares for services | 31 | 31 | |||||||
Issuance of shares for services, shares | 9 | ||||||||
Conversion of series C-1 convertible preferred stock | 4,321 | $ 20 | 4,301 | $ (4,321) | |||||
Conversion of Series C-1 convertible preferred stock, shares | 2,000 | (2) | |||||||
Exercise of stock options | 3,072 | $ 10 | 3,062 | ||||||
Exercise of stock options, shares | 1,012 | ||||||||
Issuance of shares for 2020 employee bonus | 1,275 | $ 15 | 2,757 | $ (1,497) | |||||
Issuance of shares for 2020 employee bonus, Shares | 1,486 | ||||||||
Issuance of shares for 2020 employee bonus, Shares | (521) | ||||||||
Retirement of treasury shares | 1,492 | $ (5) | $ 1,497 | ||||||
Retirement of treasury shares, share | (521) | 521 | |||||||
Stockholders' Equity, Ending Balance at Jun. 30, 2021 | (255,752) | $ 2,253 | 1,353,243 | 260 | (8,634) | (1,602,874) | $ 0 | ||
Temporary Equity, Ending Balance at Jun. 30, 2021 | $ 18,275 | ||||||||
Balance, shares at Jun. 30, 2021 | 225,265 | 32 | |||||||
Temporary Equity, shares at Mar. 31, 2021 | 10 | ||||||||
Net income (loss) | 177,277 | (1,275) | 178,552 | ||||||
Other comprehensive income | (83) | (83) | |||||||
Share-based compensation | 4,776 | 4,411 | 365 | ||||||
Shares sold at the market | 77,431 | $ 126 | 77,305 | ||||||
Shares sold at the market, shares | 12,674 | ||||||||
Issuance of subsidiary shares to noncontrolling interest | 10,000 | 6,757 | 3,243 | ||||||
Payment of CEO payroll in shares | 15 | 15 | |||||||
Payment of CEO payroll in shares, shares | 3 | ||||||||
Issuance of shares for services | 24 | 24 | |||||||
Issuance of shares for services, shares | 6 | ||||||||
Conversion of series C-1 convertible preferred stock | 18,275 | $ 85 | 18,190 | $ (18,275) | |||||
Conversion of Series C-1 convertible preferred stock, shares | 8,459 | (8) | |||||||
Exercise of stock options and employee share purchases | 3,231 | $ 8 | 3,223 | ||||||
Exercise of stock options and employee share purchases, shares | 848 | ||||||||
Vesting of nonvested shares | $ 2 | (2) | |||||||
Vesting of nonvested shares, shares | 192 | ||||||||
Issuance of shares for 2020 employee bonus | 202 | $ 1 | 358 | $ (157) | |||||
Issuance of shares for 2020 employee bonus, Shares | 94 | ||||||||
Issuance of shares for 2020 employee bonus, Shares | (29) | ||||||||
Retirement of treasury shares | 157 | $ 157 | |||||||
Retirement of treasury shares, share | (29) | 29 | |||||||
Stockholders' Equity, Ending Balance at Sep. 30, 2021 | $ 35,553 | $ 2,475 | $ 1,463,524 | $ 177 | $ (6,301) | $ (1,424,322) | $ 0 | ||
Temporary Equity, shares at Sep. 30, 2021 | 0 | ||||||||
Balance, shares at Sep. 30, 2021 | 247,512 | 32 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Sep. 30, 2021$ / shares |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Preferred 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 |
Business Acquisition [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 38,883 | $ (145,161) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 5,133 | 5,341 |
Share-based compensation | 14,379 | 7,673 |
Non-cash royalty revenue | (28,903) | (29,950) |
Non-cash interest expense | 48,295 | 44,109 |
Donation of assets | 622 | |
Loss on disposal of assets | 83 | 14 |
Change in fair value of contingent obligations | 13,531 | 4,652 |
Gain on extinguishment of debt | (6,197) | |
Loss on modification of debt | 2,720 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (20,596) | 15,883 |
Prepaid expenses | (7,612) | (822) |
Accounts payable | 4,885 | 6,291 |
Deferred revenue | (20,384) | (8,741) |
Accrued liabilities and other current liabilities | (11,181) | (8,748) |
Other operating assets and liabilities | 2,756 | 2,611 |
Net cash provided by (used in) operating activities | 33,072 | (103,506) |
Cash flows from investing activities: | ||
Purchases of plant and equipment | (24,852) | (2,632) |
Purchases of available-for-sale securities | (4,999) | |
Cash paid for business acquisition, net | (975) | |
Net cash used in investing activities | (29,851) | (3,607) |
Cash flows from financing activities: | ||
Net proceeds from sale of equity | 147,437 | 151,431 |
Proceeds from employee stock purchases and option exercises | 8,829 | 4,408 |
Proceeds from issuance of long-term debt | 6,197 | |
Repayments of debt | (462) | (1,231) |
Payment of contingent purchase price consideration | (1,542) | |
Payment of finance lease obligation | (603) | (1,597) |
Net cash provided by financing activities | 153,659 | 159,208 |
Effect of exchange rate changes on cash | (187) | 241 |
Net increase in cash, cash equivalents and restricted cash | 156,693 | 52,336 |
Cash, cash equivalents and restricted cash, beginning of period | 102,505 | 61,808 |
Cash, cash equivalents and restricted cash, end of period | 259,198 | 114,144 |
Supplemental cash flow information: | ||
Cash paid for interest | 862 | 892 |
Supplemental disclosures - non-cash activities: | ||
Purchases of plant and equipment in accounts payable and accrued liabilities | 3,481 | 166 |
Issuance of subsidiary shares to noncontrolling interest | 10,000 | |
Insurance financing agreement | 987 | |
Contingent purchase price consideration in connection with business acquisition | 144 | |
Lease right-of-use assets obtained in exchange for new operating lease liabilities | 898 | 8,600 |
Lease right-of-use assets obtained in exchange for new finance lease liabilities | 762 | 2,434 |
Payment for services [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | 75 | 62 |
Business Acquisition Related [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | $ 900 | |
Employee bonus [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | 3,126 | |
Series C-1 Convertible Preferred Stock [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Conversion of series C-1 convertible preferred stock to common stock, $0.01 par value | $ 26,917 |
Business, Liquidity and Basis o
Business, Liquidity and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
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 immuno-oncology (“I-O”) company advancing an extensive pipeline of immune checkpoint antibodies, adoptive cell therapies and neoantigen vaccines, to fight cancer and infections. Our business is designed to drive success in I-O through speed, innovation and effective combination therapies. We believe that combination therapies and a deep understanding of each patient’s cancer will drive substantial expansion of the patient population benefiting from current I-O therapies. In addition to a diverse pipeline, we have assembled fully integrated end-to-end capabilities including novel target discovery, antibody generation, cell line development and current good manufacturing practice manufacturing. We believe that these fully integrated capabilities enable us to produce novel candidates on timelines that are shorter than the industry standard. Leveraging our science and capabilities, we have forged important partnerships to advance our innovation. We are developing a comprehensive I-O portfolio driven by the following platforms and programs, which we intend to utilize individually and in combination: • our multiple antibody discovery platforms, including our proprietary display technologies, designed to drive the discovery of future CPM antibody candidates; • our antibody candidate programs, including our CPM programs; • our vaccine programs, including Prophage™, AutoSynVax™ and PhosPhoSynVax ™; • our saponin-based vaccine adjuvant platform under our subsidiary, SaponiQx, Inc. (“SaponiQx”), principally including our QS-21 Stimulon™ adjuvant, or QS-21 Stimulon; and • our affiliate, MiNK Therapeutics, Inc. (“MiNK Therapeutics”), which has a pipeline of novel allogeneic invariant natural killer T cell (“iNKT”) therapies to treat cancer and other immune-mediated diseases. Our business activities include product research and development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of our collaborations. Our product candidates require 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, cash equivalents and short-term investments at September 30, 2021 were $261.5 million, an increase of $161.7 million from December 31, 2020. We have incurred losses since our inception. As of September 30, 2021, we had an accumulated deficit of $1.4 billion. During the past five years, we have successfully financed our operations through income and revenues generated from corporate partnerships, advance royalty sales and issuance of equity. Based on our current plans and projections, we believe our quarter end cash resources of $261.5 million at September 30, 2021, will be sufficient to satisfy our liquidity requirements for more than one year from when these financial statements were issued. We are presently in partnership, and out licensing discussions and contemplating additional financial transactions which, if consummated, could extend our cash resources substantially beyond 2022. Management continues to address the Company’s liquidity position and has the flexibility to adjust spending as needed in order to preserve liquidity. In March 2020, in response to the COVID-19 pandemic, we streamlined our organization, which included a headcount reduction, and our CEO, Dr. Garo Armen, elected to receive his base salary in stock rather than cash through the end of 2020 and the first half of 2021. 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 are prepared to discontinue funding of any activities that do not impact our core priorities if they do not prove to be feasible, and to restrict capital expenditures and/or reduce the scale of our operations. We expect our potential sources of funding to include: (1) collaborations, out-licensing and/or partnering opportunities for our portfolio programs and product candidates with multiple parties, (2) milestone payments from our existing partnerships, (3) consummating additional third-party agreements, (4) selling assets, (5) securing project financing and/or (6) selling 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 nine months ended September 30, 2021 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 . 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, 2020 filed with the Securities and Exchange Commission (“SEC”) on March 16 , 2021 . 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). |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Loss Per Share | Note B - Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except for per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Amounts used for basic and diluted per share calculations: Net income (loss) attributable to Agenus Inc. common stockholders $ 178,499 $ (51,205 ) $ 41,427 $ (143,464 ) Weighted average number of Agenus Inc. common shares outstanding - basic 235,407 182,667 219,677 165,682 Effect of potentially dilutive securities: Share based compensation awards 7,972 — 4,428 — Convertible preferred stock 3,050 — 8,407 — Warrants 297 — — — Weighted average number of Agenus Inc. common shares outstanding - diluted 246,726 182,667 232,512 165,682 Net income (loss) attributable to Agenus Inc. per common share: Basic $ 0.76 $ (0.28 ) $ 0.19 $ (0.87 ) Diluted $ 0.72 $ (0.28 ) $ 0.18 $ (0.87 ) Basic net income (loss) per common share is calculated by dividing the net income (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 income (loss) per common share is calculated by dividing income (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 the periods ending September 30, 2020, 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 have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2021 and 2020, as they would be anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Warrants — 1,950 1,980 1,950 Stock options 6,661 24,813 20,852 24,813 Non-vested shares 53 844 176 844 Series A-1 convertible preferred stock — 333 333 333 Series C-1 convertible preferred stock — 12,459 — 12,459 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Investments | Note C - Investments Cash equivalents and short-term investments consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 227,798 $ 227,798 $ 64,256 $ 64,256 U.S. Treasury Bills 19,997 19,997 20,000 20,000 Total $ 247,795 $ 247,795 $ 84,256 $ 84,256 As a result of the short-term nature of our investments, there were minimal unrealized holding gains or losses for the three and nine months ended September 30, 2021 and 2020. Of the investments listed above, $242.8 million were classified as cash equivalents and $5.0 million as short-term investments on our condensed consolidated balance sheets as of September 30, 2021. All were classified as cash equivalents as of December 31, 2020. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021 (in thousands): Balance, December 31, 2020 $ 25,452 Foreign currency translation adjustment (924 ) Balance, September 30, 2021 $ 24,528 Acquired intangible assets consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): As of September 30, 2021 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,745 $ (11,402 ) $ 5,343 Trademarks 4-4.5 years 1,269 (1,007 ) 262 Other 2-7 years 2,299 (926 ) 1,373 In-process research and development Indefinite 2,015 — 2,015 Total $ 22,328 $ (13,335 ) $ 8,993 As of December 31, 2020 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 17,013 $ (10,112 ) $ 6,901 Trademarks 4-4.5 years 1,310 (980 ) 330 Other 2-6 years 2,272 (749 ) 1,523 In-process research and development Indefinite 2,132 — 2,132 Total $ 22,727 $ (11,841 ) $ 10,886 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 2021, $2.2 million for the year ending December 31, 2022, $1.7 million for the year ending December 31, 2023 and $0.6 million for the each of the years ending December 31, 2024 and 2025. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note E - Debt Debt obligations consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): Debt instrument Balance at September 30, 2021 Current Portion: Debentures $ 146 Other 396 Long-term Portion: 2015 Subordinated Notes 12,786 Total $ 13,328 Debt instrument Balance at December 31, 2020 Current Portion: Debentures $ 146 Other 687 Long-term Portion: 2015 Subordinated Notes 12,682 Other 6,197 Total $ 19,712 As of September 30, 2021 and December 31, 2020, the principal amount of our outstanding debt balance was $13.5 and $20.0 million, respectively. Payroll Protection Program In May 2020, we entered into promissory notes with Bank of America, NA for aggregate loan proceeds of approximately $6.2 million (collectively, the “Loan”) under the Small Business Administration (the “SBA”) Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”). In September 2021, we received notification that our forgiveness application s were approved. As such , in the quarter ending September 30, 2021, the Loan was extinguished, and a $ 6.2 million gain was recorded in our condensed consolidated statements of operations and comprehensive income ( loss ) . |
Liability Related to the Sale o
Liability Related to the Sale of Future Royalties and Milestones | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021 (in thousands): Period from December 31, 2020 to September 30, 2021 Liability related to sale of future royalties and milestones - beginning balance $ 234,041 Non-cash royalty revenue (28,903 ) Non-cash interest expense recognized 48,146 Liability related to sale of future royalties and milestones - ending balance 253,284 Less: unamortized transaction costs (371 ) Liability related to sale of future royalties and milestones, net $ 252,913 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 these royalties as revenue when earned, and we recorded the $190.0 million in proceeds from this transaction as a liability on our condensed consolidated balance sheet that will be amortized using the interest method 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 recognition of the royalty payments to be received by HCR in the next 12 months from the financial statement reporting date. In June 2021, we entered into an amendment to the HCR Royalty Purchase Agreement in which HCR was granted the option to directly pay us the final $25.3 million milestone, if achieved. Under the terms of the original agreement, the milestone, if achieved, was to be paid through royalties received from GSK. During the nine months ended September 30, 2021, we recognized $28.9 million of non-cash royalty revenue, and we recorded $48.1 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. During the nine months ended September 30, 2021, our estimate of the effective annual interest rate over the life of the agreement decreased to 26.9%, which results in a retrospective interest rate of 23.1%. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Accrued and Other Current Liabilities | Note G - Accrued Liabilities Accrued liabilities consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Payroll $ 8,632 $ 7,643 Professional fees 7,670 4,457 Contract manufacturing costs 5,459 6,274 Research services 5,491 4,649 Other 4,703 6,034 Total $ 31,955 $ 29,057 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note H - Fair Value Measurements We measure our contingent purchase price considerations at fair value. The fair values of our contingent purchase price considerations, $3.7 million, 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 market capitalization and share price, as well as other factors impacting the probability of triggering the milestone payments. Market capitalization and share price were evolved using a geometric Brownian motion, calculated daily for the life of the contingent purchase price considerations. The significant unobservable inputs include the anticipated timelines to achieve the contingent purchase milestones and our estimated credit spread, the weighted average values of which (weighted based on the value of each contingent liability), are shown in the table below. September 30, 2021 December 31, 2020 Period of time to achieve milestones (in years) 2.3 1.3 Credit spread 4.9 % 5.5 % Liabilities measured at fair value are summarized below (in thousands): Description September 30, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price considerations $ 3,739 $ — $ — $ 3,739 Total $ 3,739 $ — $ — $ 3,739 Description December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price consideration $ 10,208 $ — $ — $ 10,208 Total $ 10,208 $ — $ — $ 10,208 The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of September 30, 2021 (in thousands): Balance, December 31, 2020 $ 10,208 Change in fair value of contingent purchase price considerations during the period 13,531 Achievement of 4-AB contingent milestones (20,000 ) Balance, September 30, 2021 $ 3,739 In June 2021, the second contingent milestone was achieved pursuant to the terms of the Share Exchange Agreement dated January 10, 2014, by and among us, 4-Antibody AG (“4-AB”), the former shareholders of 4-AB and Vischer AG, as Representative (the "Share Exchange Agreement"), triggering a $10.0 million payment. In July 2021, the third contingent milestone was achieved pursuant to the terms of the Share Exchange Agreement, triggering an additional $10.0 million payment. As of September 30, 2021, both aforementioned milestones have been paid. The fair value of our outstanding debt balance at September 30, 2021 and December 31, 2020 was $13.4 million and $19.9 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 September 30, 2021 and December 31, 2020 was $13.5 million and $20.0 million, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2021 | |
Collaboration [Abstract] | |
Revenue from Contracts with Customers | Note I - Revenue from Contracts with Customers Bristol Myers Squibb Company License Agreement On May 17, 2021, we entered into a License, Development and Commercialization Agreement (“BMS License Agreement”) with Bristol Myers Squibb Company (“BMS”) to collaborate on the development and commercialization of our proprietary anti-TIGIT bispecific antibody program AGEN1777. Pursuant to the BMS License Agreement, we received an upfront cash payment of $200.0 million and are eligible to receive up to $1.36 billion in aggregate development, regulatory and commercial milestone payments plus the tiered royalties described below. In July 2021, the BMS License Agreement closed, and we received the $200.0 million upfront payment. In October 2021, we announced that the first patient was dosed in the AGEN1777 Phase 1 clinical trial, triggering the achievement of a $20.0 million milestone. As of September 30, 2021, this milestone is included in accounts receivable on our condensed consolidated balance sheet. Under the BMS License Agreement, we granted BMS an exclusive worldwide license under certain of our intellectual property rights to develop, manufacture and commercialize AGEN1777 and its derivatives in all fields; provided, we retained an option to access the licensed antibodies for use in clinical studies in combination with certain of our other pipeline assets subject to certain restrictions. In exchange, BMS is responsible for all of the development, regulatory approval, manufacturing and commercialization costs with respect to products containing AGEN1777. In addition to the upfront and potential milestone payments described above, we will receive tiered double-digit royalties on worldwide net sales of products containing AGEN1777 ranging from the low double-digit to mid-teens percent. Additionally, we have the option, but not the obligation, to co-fund a minority of the global development costs of products containing AGEN1777 or its derivatives, in exchange for increased tiered royalties on U.S. net sales of co-funded products ranging from the mid-teens to low twenties percent and ex-U.S. net sales of co-funded products ranging from the low double digits to mid-teens percent. All royalties are subject to certain reductions under certain circumstances as described in the BMS License Agreement. Finally, we also have the option to co-promote AGEN1777 in the U.S. The royalty term shall terminate on a product-by-product and country-by-country basis on the latest of (i) 10 year anniversary of the first commercial sale of such product in such country, (ii) the expiration of any regulatory exclusivity period that covers such product in such country, and (iii) the expiration of the last-to-expire licensed patent that covers such product in such country. The BMS License Agreement includes customary representations and warranties, covenants, indemnification obligations for a transaction of this nature. Under the terms of the BMS License Agreement, we and BMS each have the right to terminate the agreement for material breach by, or insolvency of, the other party following notice, and if applicable, a cure period. BMS may also terminate the BMS License Agreement in its entirety, or on a product-by-product or country-by-country basis, for convenience upon 180 days’ notice. License Revenue We identified a single performance obligation under the BMS License Agreement, the license of AGEN1777 (“AGEN1777 License”). All other promised goods/services were deemed immaterial in the context of the contract. We determined that the AGEN1777 License was both capable of being distinct and distinct within the context of the contract as the AGEN1777 License has significant stand-alone functionality as of contract inception and BMS can begin deriving benefit from the AGEN1777 License without consideration of the immaterial services. We determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer, and as such the total upfront fixed consideration of the AGEN1777 License totaling $200.0 million would be included in the total transaction price. We concluded that the standalone selling price of the AGEN1777 License approximated the $200.0 million upfront fee and as such the full amount would be recognized at a point-in-time, upon delivery of the AGEN1777 License to BMS at contract inception. For the three and nine months ended September 30, 2021, under the BMS License Agreement, we recognized $200.0 million in research and development revenue related to the transfer of the AGEN1777 License and $20.0 million in research and development revenue related to the achievement of a milestone. 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 $530.0 million in aggregate potential milestones. Collaboration Revenue For the three months ended September 30, 2021 and 2020, we recognized approximately $18.2 million and $4.1 million, respectively, of research and development revenue related to the Gilead Collaboration Agreements based on the partial satisfaction of the over time performance obligations as of quarter end. For the period ended September 30, 2021, the amount also includes deferred revenue recognized in connection with the termination of AGEN1223 development. For the nine months ended September 30, 2021 and 2020, we recognized approximately $20.6 million and $9.9 million, respectively, of research and development revenue related to the Gilead Collaboration Agreements based on the partial satisfaction of the over time performance obligations as of period end. For the period ended September 30, 2021, the amount also includes deferred revenue recognized in connection with the termination of AGEN1223 development. We expect to recognize deferred research and development revenue of $7.1 million and $16.4 million for the remainder of 2021 and 2022, respectively, related to performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2021. Disaggregation of Revenue The following tables present revenue (in thousands) for the three and nine months ended September 30, 2021 and 2020, 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 September 30, 2021 United States Rest of World Total Revenue Type License fees and milestones $ 220,000 $ — $ 220,000 Clinical product revenue 587 — 587 Research and development services 210 — 210 Other services — 1,375 1,375 Recognition of deferred revenue 18,189 — 18,189 Non-cash royalties 12,593 — 12,593 $ 251,579 $ 1,375 $ 252,954 Three months ended September 30, 2020 Revenue Type Research and development services $ 175 $ — $ 175 License fees — — — Other services — 1,489 1,489 Recognition of deferred revenue 4,111 110 4,221 Recognition of deferred grant revenue — — — Non-cash royalties 8,947 — 8,947 $ 13,233 $ 1,599 $ 14,832 Nine months ended September 30, 2021 United States Rest of World Total Revenue Type License fees and milestones $ 220,000 $ — $ 220,000 Clinical product revenue 587 — 587 Research and development services 1,065 — 1,065 Other services — 4,201 4,201 Recognition of deferred revenue 20,613 — 20,613 Recognition of deferred grant revenue 35 — 35 Non-cash royalties 28,903 — 28,903 $ 271,203 $ 4,201 $ 275,404 Nine months ended September 30, 2020 Revenue Type Research and development services $ 510 $ — $ 510 License fees 13,857 — 13,857 Other services — 2,511 2,511 Recognition of deferred revenue 9,916 110 10,026 Recognition of deferred grant revenue 8 44 52 Non-cash royalties 29,950 — 29,950 $ 54,241 $ 2,665 $ 56,906 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. The following table provides information about contract liabilities from contracts with customers (in thousands): Nine months ended September 30, 2021 Balance at beginning of period Additions Deductions Balance at end of period Contract liabilities: Deferred revenue $ 45,284 $ 320 $ (20,665 ) $ 24,939 The change in contract liabilities is primarily related to the recognition of $20.6 million of revenue related to the Gilead Collaboration Agreements during the nine months ended September 30, 2021. Deferred revenue related to the Gilead Collaboration Agreements of $23.5 million as of September 30, 2021, which was comprised of the $142.5 million initial transaction price, less $119.0 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 $1.8 million receivable as of September 30, 2021, for research and development and other services provided. During the nine months ended September 30, 2021, 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. None of the costs to obtain or fulfill a contract were capitalized. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 9 Months Ended |
Sep. 30, 2021 | |
Share Based Compensation [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 nine months ended September 30, 2021 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2020 28,966,901 $ 3.70 Granted 8,447,864 3.52 Exercised (2,414,403 ) 3.39 Forfeited (1,343,995 ) 3.22 Expired (846,601 ) 5.18 Outstanding at September 30, 2021 32,809,766 $ 3.65 7.54 $ 54,322,145 Vested or expected to vest at September 30, 2021 32,809,766 $ 3.65 7.54 $ 54,322,145 Exercisable at September 30, 2021 14,386,054 $ 3.89 5.99 $ 21,107,993 The weighted average grant-date fair values of stock options granted during the nine months ended September 30, 2021 and 2020 were $2.83 and $1.51, respectively. As of September 30, 2021, there was approximately $37.0 million of total unrecognized share-based compensation expense related to these stock options and stock options granted under a subsidiary plan which, if all milestones are achieved, will be recognized over a weighted average period of 2.6 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 nine months ended September 30, 2021 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 886,816 $ 2.14 Granted 1,960,701 3.24 Vested (1,771,967 ) 3.13 Forfeited (30,000 ) 3.23 Outstanding at September 30, 2021 1,045,550 $ 2.38 As of September 30, 2021, there was approximately $3.3 million of unrecognized share-based compensation expense related to these non-vested shares and non-vested shares granted under a subsidiary plan which will be recognized over a period of 1.9 years. During the nine months ended September 30, 2021, 241,507 shares were issued under the 2019 Employee Stock Purchase Plan, 2,414,403 shares were issued as a result of stock option exercises and 192,316 shares were issued as a result of the vesting of non-vested stock. Additionally, 1,579,651 shares were issued as payment for certain employee bonuses, with 550,087 of those shares being withheld to cover taxes, resulting in a net share issuance of 1,029,564. The impact on our results of operations from share-based compensation for the three and nine months ended September 30, 2021 and 2020, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 1,185 $ 902 $ 3,349 $ 2,944 General and administrative 3,591 1,718 10,790 4,537 Total share-based compensation expense $ 4,776 $ 2,620 $ 14,139 $ 7,481 |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Restricted Cash | Note K – Restricted Cash As of September 30, 2021, and December 31, 2020, we maintained non-current restricted cash of $2.7 million and $2.6 million, respectively. This amount is included within “Other long-term assets” in our condensed consolidated balance sheets, and as of September 30, 2021, 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): Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Beginning of Period End of Period Beginning of Period End of Period Cash and cash equivalents $ 99,871 $ 256,529 $ 61,808 $ 114,144 Restricted cash 2,634 2,669 — — Cash, cash equivalents and restricted cash $ 102,505 $ 259,198 $ 61,808 $ 114,144 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity | Note L – Equity At the Market Offerings During the three and nine months ended September 30, 2021, we received net proceeds of approximately $77.4 million and $147.4 million from the sale of approximately 12.7 million and 35.0 million shares of our common stock at an average price per share of approximately $6.30 and $4.34, respectively, in at-the-market offerings under our At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley FBR, Inc. (“B. Riley”) dated July 22, 2020. Series C-1 Preferred Stock Conversion During the three and nine months ended September 30, 2021, holders of shares of Series C-1 Preferred Stock converted a portion of such shares into approximately 8.5 million and 12.5 million shares, respectively, of our common stock. As of September 30, 2021, no shares of Series C-1 Convertible Preferred Stock remain outstanding. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | Note M – Contingencies In July 2021, an Agenus stockholder filed a derivative complaint against members of our board of directors and certain senior management in the Delaware Court of Chancery with Agenus as a nominal defendant. The complaint challenges equity awards made in December 2020 on the ground that they were improperly granted. The complaint asserts claims for breach of fiduciary duty, waste, and unjust enrichment. The plaintiff seeks an award of damages to Agenus, an order rescinding the challenged awards, granting other equitable relief, such as disgorgement, and an award of attorneys’ fees. The defendants have filed a motion to dismiss the complaint in its entirety. The financial impact of the plaintiff's claims is not estimable. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Note N - Recent Accounting Pronouncements Recently Issued and Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 enhances and simplifies multiple aspects of the income tax accounting guidance in ASC 740. Recently Issued, Not Yet Adopted In January 2017, the FASB 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. The guidance is effective for the Company in the first quarter of fiscal 2023. Early adoption is permitted. We do not anticipate the adoption of this guidance to have a material impact on our consolidated financial statements, absent any goodwill impairment. No other new accounting pronouncement issued or effective during the nine months ended September 30, 2021 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note O – Subsequent Events At the Market Offerings During the period of October 1, 2021 through November 5, 2021, we received net proceeds of approximately $50.2 million from the sale of approximately 9.2 million shares of our common stock under the Sales Agreement. MiNK Therapeutics Initial Public Offering In October 2021, our affiliate, MiNK Therapeutics completed an initial public offering of 3,333,334 shares of its common stock, trading on the Nasdaq Global Market under the ticker symbol “INKT”, at a public offering price of $12.00 per share. The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses, were approximately $40.0 million. Following the completion of the initial public offering, the underwriters exercised their option to acquire 500,000 more shares of MiNK Therapeutics common stock at the initial offering price, which shares were issued on November 3, 2021. We own 26,332,958 shares, representing 78.6% of MiNK Therapeutics’ common stock. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net income (loss) per share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except for per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Amounts used for basic and diluted per share calculations: Net income (loss) attributable to Agenus Inc. common stockholders $ 178,499 $ (51,205 ) $ 41,427 $ (143,464 ) Weighted average number of Agenus Inc. common shares outstanding - basic 235,407 182,667 219,677 165,682 Effect of potentially dilutive securities: Share based compensation awards 7,972 — 4,428 — Convertible preferred stock 3,050 — 8,407 — Warrants 297 — — — Weighted average number of Agenus Inc. common shares outstanding - diluted 246,726 182,667 232,512 165,682 Net income (loss) attributable to Agenus Inc. per common share: Basic $ 0.76 $ (0.28 ) $ 0.19 $ (0.87 ) Diluted $ 0.72 $ (0.28 ) $ 0.18 $ (0.87 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following securities Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Warrants — 1,950 1,980 1,950 Stock options 6,661 24,813 20,852 24,813 Non-vested shares 53 844 176 844 Series A-1 convertible preferred stock — 333 333 333 Series C-1 convertible preferred stock — 12,459 — 12,459 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents | Cash equivalents and short-term investments consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 227,798 $ 227,798 $ 64,256 $ 64,256 U.S. Treasury Bills 19,997 19,997 20,000 20,000 Total $ 247,795 $ 247,795 $ 84,256 $ 84,256 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021 (in thousands): Balance, December 31, 2020 $ 25,452 Foreign currency translation adjustment (924 ) Balance, September 30, 2021 $ 24,528 |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): As of September 30, 2021 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,745 $ (11,402 ) $ 5,343 Trademarks 4-4.5 years 1,269 (1,007 ) 262 Other 2-7 years 2,299 (926 ) 1,373 In-process research and development Indefinite 2,015 — 2,015 Total $ 22,328 $ (13,335 ) $ 8,993 As of December 31, 2020 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 17,013 $ (10,112 ) $ 6,901 Trademarks 4-4.5 years 1,310 (980 ) 330 Other 2-6 years 2,272 (749 ) 1,523 In-process research and development Indefinite 2,132 — 2,132 Total $ 22,727 $ (11,841 ) $ 10,886 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): Debt instrument Balance at September 30, 2021 Current Portion: Debentures $ 146 Other 396 Long-term Portion: 2015 Subordinated Notes 12,786 Total $ 13,328 Debt instrument Balance at December 31, 2020 Current Portion: Debentures $ 146 Other 687 Long-term Portion: 2015 Subordinated Notes 12,682 Other 6,197 Total $ 19,712 |
Liability Related to the Sale_2
Liability Related to the Sale of Future Royalties and Milestones (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Schedule of Liability Account | The following table shows the activity within the liability account in the nine months ended September 30, 2021 (in thousands): Period from December 31, 2020 to September 30, 2021 Liability related to sale of future royalties and milestones - beginning balance $ 234,041 Non-cash royalty revenue (28,903 ) Non-cash interest expense recognized 48,146 Liability related to sale of future royalties and milestones - ending balance 253,284 Less: unamortized transaction costs (371 ) Liability related to sale of future royalties and milestones, net $ 252,913 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Payroll $ 8,632 $ 7,643 Professional fees 7,670 4,457 Contract manufacturing costs 5,459 6,274 Research services 5,491 4,649 Other 4,703 6,034 Total $ 31,955 $ 29,057 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Weighted Average Values of Contingent Purchase Milestones and Credit Spread | The significant unobservable inputs include the anticipated timelines to achieve the contingent purchase milestones and our estimated credit spread, the weighted average values of which (weighted based on the value of each contingent liability), are shown in the table below. September 30, 2021 December 31, 2020 Period of time to achieve milestones (in years) 2.3 1.3 Credit spread 4.9 % 5.5 % |
Schedule of Liabilities Measured at Fair Value | Liabilities measured at fair value are summarized below (in thousands): Description September 30, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price considerations $ 3,739 $ — $ — $ 3,739 Total $ 3,739 $ — $ — $ 3,739 Description December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price consideration $ 10,208 $ — $ — $ 10,208 Total $ 10,208 $ — $ — $ 10,208 |
Schedule of Liabilities Measured at Fair Value Using Significant Unobservable Inputs | The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of September 30, 2021 (in thousands): Balance, December 31, 2020 $ 10,208 Change in fair value of contingent purchase price considerations during the period 13,531 Achievement of 4-AB contingent milestones (20,000 ) Balance, September 30, 2021 $ 3,739 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Collaboration [Abstract] | |
Summary of Disaggregation of Revenue | The following tables present revenue (in thousands) for the three and nine months ended September 30, 2021 and 2020, 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 September 30, 2021 United States Rest of World Total Revenue Type License fees and milestones $ 220,000 $ — $ 220,000 Clinical product revenue 587 — 587 Research and development services 210 — 210 Other services — 1,375 1,375 Recognition of deferred revenue 18,189 — 18,189 Non-cash royalties 12,593 — 12,593 $ 251,579 $ 1,375 $ 252,954 Three months ended September 30, 2020 Revenue Type Research and development services $ 175 $ — $ 175 License fees — — — Other services — 1,489 1,489 Recognition of deferred revenue 4,111 110 4,221 Recognition of deferred grant revenue — — — Non-cash royalties 8,947 — 8,947 $ 13,233 $ 1,599 $ 14,832 Nine months ended September 30, 2021 United States Rest of World Total Revenue Type License fees and milestones $ 220,000 $ — $ 220,000 Clinical product revenue 587 — 587 Research and development services 1,065 — 1,065 Other services — 4,201 4,201 Recognition of deferred revenue 20,613 — 20,613 Recognition of deferred grant revenue 35 — 35 Non-cash royalties 28,903 — 28,903 $ 271,203 $ 4,201 $ 275,404 Nine months ended September 30, 2020 Revenue Type Research and development services $ 510 $ — $ 510 License fees 13,857 — 13,857 Other services — 2,511 2,511 Recognition of deferred revenue 9,916 110 10,026 Recognition of deferred grant revenue 8 44 52 Non-cash royalties 29,950 — 29,950 $ 54,241 $ 2,665 $ 56,906 |
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): Nine months ended September 30, 2021 Balance at beginning of period Additions Deductions Balance at end of period Contract liabilities: Deferred revenue $ 45,284 $ 320 $ (20,665 ) $ 24,939 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share Based Compensation [Abstract] | |
Schedule of Stock Option Activity | A summary of option activity for the nine months ended September 30, 2021 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2020 28,966,901 $ 3.70 Granted 8,447,864 3.52 Exercised (2,414,403 ) 3.39 Forfeited (1,343,995 ) 3.22 Expired (846,601 ) 5.18 Outstanding at September 30, 2021 32,809,766 $ 3.65 7.54 $ 54,322,145 Vested or expected to vest at September 30, 2021 32,809,766 $ 3.65 7.54 $ 54,322,145 Exercisable at September 30, 2021 14,386,054 $ 3.89 5.99 $ 21,107,993 |
Summary of Non-vested Stock Activity | A summary of non-vested stock activity for the nine months ended September 30, 2021 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 886,816 $ 2.14 Granted 1,960,701 3.24 Vested (1,771,967 ) 3.13 Forfeited (30,000 ) 3.23 Outstanding at September 30, 2021 1,045,550 $ 2.38 |
Schedule of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the three and nine months ended September 30, 2021 and 2020, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 1,185 $ 902 $ 3,349 $ 2,944 General and administrative 3,591 1,718 10,790 4,537 Total share-based compensation expense $ 4,776 $ 2,620 $ 14,139 $ 7,481 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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): Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Beginning of Period End of Period Beginning of Period End of Period Cash and cash equivalents $ 99,871 $ 256,529 $ 61,808 $ 114,144 Restricted cash 2,634 2,669 — — Cash, cash equivalents and restricted cash $ 102,505 $ 259,198 $ 61,808 $ 114,144 |
Business, Liquidity and Basis_2
Business, Liquidity and Basis of Presentation (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Description Of Business [Abstract] | ||
Cash, cash equivalents and short term investment | $ 261,500 | |
Increase in cash and cash equivalents | 161,700 | |
Accumulated deficit | $ 1,424,322 | $ 1,465,907 |
Net Income (Loss) - Schedule of
Net Income (Loss) - Schedule of Basic And Diluted Net Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Per common share data: | ||||
Basic | 235,407 | 182,667 | 219,677 | 165,682 |
Effect of potentially dilutive securities: | ||||
Diluted | 246,726 | 182,667 | 232,512 | 165,682 |
Net income (loss) attributable to Agenus Inc. per common share: | ||||
Basic | $ 178,499,000 | $ (51,205,000) | $ 41,427,000 | $ (143,464,000) |
Agenus Incorporated Inc | ||||
Per common share data: | ||||
Net income (loss) attributable to Agenus Inc. common stockholders | 178,499 | (51,205) | 41,427 | (143,464) |
Basic | 235,407 | 182,667 | 219,677 | 165,682 |
Effect of potentially dilutive securities: | ||||
Share based compensation awards | 7,972 | 4,428 | ||
Convertible preferred stock | 3,050 | 8,407 | ||
Warrants | 297 | |||
Diluted | 246,726 | 182,667 | 232,512 | 165,682 |
Net income (loss) attributable to Agenus Inc. per common share: | ||||
Basic | $ 0.76 | $ (0.28) | $ 0.19 | $ (0.87) |
Diluted | $ 0.72 | $ (0.28) | $ 0.18 | $ (0.87) |
Net Income (Loss) Per Share (Sc
Net Income (Loss) Per Share (Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,950 | 1,980 | 1,950 | |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,661 | 24,813 | 20,852 | 24,813 |
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 | 53 | 844 | 176 | 844 |
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 | 333 | 333 | |
Series C-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 | 12,459 | 12,459 |
Investments (Schedule of Cash E
Investments (Schedule of Cash Equivalentsand Short Term Investments) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | $ 261,500 | |
Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 247,795 | $ 84,256 |
Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 247,795 | 84,256 |
Institutional Money Market Funds [Member] | Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 227,798 | 64,256 |
Institutional Money Market Funds [Member] | Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 227,798 | 64,256 |
U.S. Treasury Bills [Member] | Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 19,997 | 20,000 |
U.S. Treasury Bills [Member] | Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | $ 19,997 | $ 20,000 |
Investments Additional Informat
Investments Additional Informations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Cash And Cash Equivalents [Line Items] | |
Cash equivalents | $ 242,800 |
Short-term investments | 4,999 |
Short Term Investments [Member] | |
Cash And Cash Equivalents [Line Items] | |
Short-term investments | $ 5,000 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 25,452 |
Foreign currency translation adjustment | (924) |
Ending balance | $ 24,528 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 22,328 | $ 22,727 |
Accumulated amortization | (13,335) | (11,841) |
Net carrying amount | 8,993 | 10,886 |
Indefinite-lived Intangible Assets Acquired | 2,015 | 2,132 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,745 | 17,013 |
Accumulated amortization | (11,402) | (10,112) |
Net carrying amount | $ 5,343 | $ 6,901 |
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 | $ 1,269 | $ 1,310 |
Accumulated amortization | (1,007) | (980) |
Net carrying amount | $ 262 | $ 330 |
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 | $ 2,299 | $ 2,272 |
Accumulated amortization | (926) | (749) |
Net carrying amount | $ 1,373 | $ 1,523 |
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 | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years |
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2021 | $ 0.6 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2022 | 2.2 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2023 | 1.7 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2024 | 0.6 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2025 | $ 0.6 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Other | $ 396 | $ 687 |
Total | 13,328 | 19,712 |
2015 Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
2015 Subordinated Notes | 12,786 | 12,682 |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Other | 6,197 | |
Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Debentures | $ 146 | $ 146 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
May 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Principal amount of outstanding debt | $ 13,500 | $ 13,500 | $ 20,000 | |
Gain on extinguishment of debt | $ 6,200 | $ 6,197 | $ 6,197 | |
Paycheck Protection Program [Member] | Promissory notes with Bank of America [Member] | COVID 19 [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate loan proceeds | $ 6,200 |
Liability Related to the Sale_3
Liability Related to the Sale of Future Royalties and Milestones (Schedule of Liability Account) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Liability related to sale of future royalties and milestones - beginning balance | $ 234,041 |
Non-cash royalty revenue | (28,903) |
Non-cash interest expense recognized | 48,146 |
Liability related to sale of future royalties and milestones - ending balance | 253,284 |
Less: unamortized transaction costs | (371) |
Liability related to sale of future royalties and milestones, net | $ 252,913 |
Liability Related to the Sale_4
Liability Related to the Sale of Future Royalties and Milestones (Narrative) (Details) - USD ($) $ in Thousands | Jan. 19, 2018 | Sep. 30, 2021 | Jan. 06, 2018 |
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||
Non-cash royalty revenue recognized | $ 28,903 | ||
Non-cash interest expense | 48,146 | ||
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 | 100.00% | ||
Gross proceeds received for royalty rights | $ 190,000 | ||
Non-cash royalty revenue recognized | 28,900 | ||
Non-cash interest expense | $ 48,100 | ||
Effective annual interest rate | 26.90% | ||
Prospective effective annual interest rate | 23.10% |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities Current [Abstract] | ||
Payroll | $ 8,632 | $ 7,643 |
Professional fees | 7,670 | 4,457 |
Contract manufacturing costs | 5,459 | 6,274 |
Research services | 5,491 | 4,649 |
Other | 4,703 | 6,034 |
Total | $ 31,955 | $ 29,057 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price considerations | $ 3,739 | $ 10,208 |
Long-term Debt, Gross | 13,500 | 20,000 |
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 | 13,400 | $ 19,900 |
Share Exchange Agreement | Contingent Milestone Two | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent Consideration | 10,000 | |
Share Exchange Agreement | Contingent Milestone Three | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent Consideration | $ 10,000 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Weighted Average Values of Contingent Purchase Milestones and Credit Spread) (Details) - Weighted Average [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Period of time to achieve milestones (in years) | 2 years 3 months 18 days | 1 year 3 months 18 days |
Credit spread | 4.90% | 5.50% |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule of Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price considerations | $ 3,739 | $ 10,208 |
Total | 3,739 | 10,208 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
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] | ||
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] | ||
Contingent purchase price considerations | 3,739 | 10,208 |
Total | $ 3,739 | $ 10,208 |
Fair Value Measurements (Sche_3
Fair Value Measurements (Schedule of Liabilities Measured at Fair Value Using Significant Unobservable Inputs) (Details) - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Balance, beginning of period | $ 10,208 |
Achievement of 4-AB contingent milestones | (20,000) |
Balance, end of period | 3,739 |
Contingent Purchase Price [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Change in fair value of considerations during the period | $ 13,531 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Narrative) (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 | May 17, 2021 | Jan. 23, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Revenue From Contract With Customer [Line Items] | ||||||||||||
Revenue recognized | $ 252,954,000 | $ 14,832,000 | $ 275,404,000 | $ 56,906,000 | ||||||||
Total revenues | 252,954,000 | 14,832,000 | 275,404,000 | 56,906,000 | ||||||||
Shares sold at the market | 77,431,000 | $ 9,147,000 | $ 60,859,000 | 46,401,000 | $ 19,907,000 | $ 65,123,000 | ||||||
Asset impairment charges | 0 | |||||||||||
Contract with customer, liability, revenue recognized | 20,665,000 | |||||||||||
Additions | 320,000 | |||||||||||
Capitalized contract , cost | 0 | 0 | ||||||||||
Research and Development Revenue [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Revenue recognized | 210,000 | 175,000 | 1,065,000 | 510,000 | ||||||||
Total revenues | 210,000 | 175,000 | 1,065,000 | 510,000 | ||||||||
Bristol Myers Squibb Company License Agreement [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Fee received | $ 200,000,000 | $ 200,000,000 | ||||||||||
Aggregate potential milestones receivable | $ 20,000,000 | |||||||||||
Bristol Myers Squibb Company License Agreement [Member] | Development Regulatory And Commercialization Milestones [Member] | Maximum [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Potential milestone payments receivable | $ 1,360,000,000 | |||||||||||
Research and Development Revenue [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Revenue recognized | 238,986,000 | 4,286,000 | 242,265,000 | 24,283,000 | ||||||||
Total revenues | 238,986,000 | 4,286,000 | 242,265,000 | 24,283,000 | ||||||||
BMS License Agreement [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Transaction price recognized | 200,000,000 | |||||||||||
Proceeds from collaborators | 200,000,000 | |||||||||||
BMS License Agreement [Member] | Research and Development Revenue [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Revenue recognized | 200,000,000 | 200,000,000 | ||||||||||
Aggregate potential milestones receivable | 20,000,000 | 20,000,000 | ||||||||||
Total revenues | 200,000,000 | 200,000,000 | ||||||||||
Gilead Collaboration Arrangements [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Contract with customer, liability, revenue recognized | 20,600,000 | |||||||||||
Contract with customer, net asset liability | 23,500,000 | 23,500,000 | ||||||||||
Initial transaction price | 142,500,000 | |||||||||||
Gilead Collaboration Arrangements [Member] | License and Collaboration Revenue [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Revenue recognized | 119,000,000 | |||||||||||
Total revenues | 119,000,000 | |||||||||||
Incyte Corporation [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Receivables for R & D services | 1,800,000 | 1,800,000 | ||||||||||
Gilead Sciences Incorporation [Member] | Gilead Collaboration Arrangements [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 | |||||||||||
Gilead Sciences Incorporation [Member] | Gilead Collaboration Arrangements [Member] | Maximum [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Aggregate potential milestones receivable | $ 530,000,000,000 | |||||||||||
Gilead Sciences Incorporation [Member] | Gilead Collaboration Arrangements [Member] | Research and Development Revenue [Member] | ||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||
Revenue recognized | 18,200,000 | 4,100,000 | 20,600,000 | 9,900,000 | ||||||||
Total revenues | $ 18,200,000 | $ 4,100,000 | $ 20,600,000 | $ 9,900,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Narrative) (Details 1) - Gilead Sciences Incorporation [Member] $ in Millions | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 7.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 16.4 |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 252,954 | $ 14,832 | $ 275,404 | $ 56,906 |
License Fees And Milestones [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 220,000 | 220,000 | ||
Clinical Product Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 587 | 587 | ||
License Fee Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 13,857 | |||
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 1,375 | 1,489 | 4,201 | 2,511 |
Recognition of deferred revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 18,189 | 4,221 | 20,613 | 10,026 |
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 12,593 | 8,947 | 28,903 | 29,950 |
Recognition of deferred grant revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 35 | 52 | ||
Non-cash royalty revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 8,947 | 28,903 | 29,950 | |
Research and Development Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 210 | 175 | 1,065 | 510 |
United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 251,579 | 13,233 | 271,203 | 54,241 |
United States [Member] | License Fees And Milestones [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 220,000 | 220,000 | ||
United States [Member] | Clinical Product Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 587 | 587 | ||
United States [Member] | License Fee Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 13,857 | |||
United States [Member] | Recognition of deferred revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 18,189 | 4,111 | 20,613 | 9,916 |
United States [Member] | Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 12,593 | |||
United States [Member] | Recognition of deferred grant revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 35 | 8 | ||
United States [Member] | Non-cash royalty revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 8,947 | 28,903 | 29,950 | |
United States [Member] | Research and Development Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 210 | 175 | 1,065 | 510 |
Rest of World [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 1,375 | 1,599 | 4,201 | 2,665 |
Rest of World [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 1,375 | 1,489 | $ 4,201 | 2,511 |
Rest of World [Member] | Recognition of deferred revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 110 | 110 | ||
Rest of World [Member] | Recognition of deferred grant revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 44 |
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 | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Contract With Customer Asset And Liability [Abstract] | |
Balance at beginning of period | $ 45,284 |
Additions | 320 |
Deductions | (20,665) |
Balance at end of period | $ 24,939 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Weighted average grant-date fair value of options granted | $ 2.83 | $ 1.51 |
Shares issued from exercise of options | 2,414,403 | |
Non-vested Shares Vested, Weighted Average Grant Date Fair Value | $ 3.13 | |
Employees and directors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense | $ 37 | |
Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense, weighted average period | 2 years 7 months 6 days | |
Restricted Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense | $ 3.3 | |
Performance Based Award [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense, weighted average period | 1 year 10 months 24 days | |
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, minimum | 3 years | |
2009 EIP [Member] | Maximum [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 4 years | |
2019 ESPP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Shares issued under ESPP | 241,507 | |
Non-vested Shares Vested, Weighted Average Grant Date Fair Value | $ 192,316 | |
A2020 Employee Bonus | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Additional share issued for employee bonus | 1,579,651 | |
Share withheld to cover taxes | 550,087 | |
Share issued net | 1,029,564 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans (Schedule of Stock Option Activity) (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share Based Compensation [Abstract] | |
Options Outstanding, Beginning Balance | shares | 28,966,901 |
Options Granted | shares | 8,447,864 |
Options Exercised | shares | (2,414,403) |
Options Forfeited | shares | (1,343,995) |
Options Expired | shares | (846,601) |
Options Outstanding, Ending Balance | shares | 32,809,766 |
Options Vested or expected to vest | shares | 32,809,766 |
Options Exercisable | shares | 14,386,054 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 3.70 |
Options Granted, Weighted Average Exercise Price | $ / shares | 3.52 |
Options Exercised, Weighted Average Exercise Price | $ / shares | 3.39 |
Options Forfeited, Weighted Average Exercise Price | $ / shares | 3.22 |
Options Expired, Weighted Average Exercise Price | $ / shares | 5.18 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 3.65 |
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 3.65 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 3.89 |
Options Outstanding, Weighted Average Remaining Contractual Term | 7 years 6 months 14 days |
Options Vested or expected to vest, Weighted Average Remaining Contractual Term | 7 years 6 months 14 days |
Options Exercisable, Weighted Average Remaining Contractual Term | 5 years 11 months 26 days |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 54,322,145 |
Options Vested or expected to vest, Aggregate Intrinsic Value | $ | 54,322,145 |
Options Exercisable, Aggregate Intrinsic Value | $ | $ 21,107,993 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans (Summary of Non-vested Stock Activity) (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation [Abstract] | |
Non-vested Shares Outstanding, Beginning Balance | shares | 886,816 |
Non-vested Shares Granted | shares | 1,960,701 |
Non-vested Shares Vested | shares | (1,771,967) |
Non-vested Shares Forfeited | shares | (30,000) |
Non-vested Shares Outstanding, Ending Balance | shares | 1,045,550 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 2.14 |
Non-vested Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 3.24 |
Non-vested Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 3.13 |
Non-vested Shares Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 3.23 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 2.38 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans (Schedule of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 4,776 | $ 2,620 | $ 14,139 | $ 7,481 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 1,185 | 902 | 3,349 | 2,944 |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 3,591 | $ 1,718 | $ 10,790 | $ 4,537 |
Restricted Cash (Narrative) (De
Restricted Cash (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Cash And Cash Equivalents [Abstract] | ||
Restricted cash | $ 2,669 | $ 2,634 |
Restricted Cash (Schedule of Re
Restricted Cash (Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash And Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 256,529 | $ 99,871 | $ 114,144 | $ 61,808 |
Restricted cash | 2,669 | 2,634 | ||
Cash, cash equivalents and restricted cash | $ 259,198 | $ 102,505 | $ 114,144 | $ 61,808 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Series C-1 Convertible Preferred Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Conversion of preferred stock into common stock | 8,500,000 | 12,500,000 | ||||||
Series C-1 convertible preferred stock, shares outstanding | 0 | 0 | 10 | 12,459 | 12 | 12 | 12 | 12 |
At Market Issuance Sales Agreement [Member] | B. Riley FBR, Inc. [Member] | New Sales Agreement [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Net proceeds from issuance of common stock | $ 77.4 | $ 147.4 | ||||||
Shares sold at the market, shares | 12,700,000 | 35,000,000 | ||||||
Shares sold price per share | $ 6.30 | $ 4.34 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions | Oct. 01, 2021USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Net proceeds from issuance of common stock | $ | $ 50.2 |
Shares sold at the market, shares | 9,200,000 |
MiNK Therapeutics [Member] | |
Subsequent Event [Line Items] | |
Own share | 26,332,958 |
Percentage of Shares | 0.786 |
Initial Public Offering [Member] | MiNK Therapeutics [Member] | |
Subsequent Event [Line Items] | |
Common stock initial public offering shares | 3,333,334 |
Common stock price per share | $ / shares | $ 12 |
Gross proceeds from issuance initial public offering | $ | $ 40 |
Over-Allotment Option [Member] | MiNK Therapeutics [Member] | |
Subsequent Event [Line Items] | |
Common stock initial public offering shares | 500,000 |