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Agenus extends Ocean 1181 loan maturity to November 2029

Tickers AGEN

The loan principal stays at $24,750,000 and the rate stays at 13.0%. The $247,500 extension fee is paid half in cash and half in shares.

Key facts

Company
Agenus Inc. (NASDAQ: AGEN)
News type
Debt Financing
Primary source
Agenus Inc. 8-K (2026-08-18)
Two people shaking hands across a table. Photo: Kristin Hardwick, CC0, via StockSnap. The picture shows the field, not the companies named.

Agenus Inc. said that on August 12, 2026, its subsidiary Agenus West, LLC, as borrower, and Agenus, as guarantor, entered into a Second Loan Modification Agreement with Ocean 1181 LLC, the lender. The modification changes a promissory note the borrower first entered into with the lender on November 26, 2024, which Agenus disclosed in an 8-K filed on November 27, 2024. Under the modification, the borrower signed a Third Amended and Restated Promissory Note that replaces the earlier note in its entirety. The report was signed by Garo H. Armen, chairman and chief executive officer, and dated August 18, 2026.

The filing names no placement agent, underwriter, financial advisor or counsel.

Terms of the extended note

The outstanding principal remains $24,750,000. The maturity date is now November 30, 2029. The loan bears interest at 13.0% a year through maturity. Monthly interest is still payable one-half in cash and one-half in shares of Agenus common stock.

The borrower agreed to pay Ocean 1181 an extension fee of $247,500, also payable one-half in cash and one-half in shares. Because the principal did not change, the modification adds no new money. The filing says the other material terms of the note are unchanged.

The shares issuable to the lender are expected to be issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D. The filing gives no number of shares for the stock portion of the interest or the fee. The loan modification agreement and related loan documents will be filed as exhibits to the company's next periodic report. The 8-K summarizes the new note and does not describe its prepayment, default or security terms.

Risks the company lists and its finances

In its 10-K, Agenus warns that clinical trials may show an apparent positive effect that is greater than the actual effect, or may fail to identify side effects. If an approved product is later found less effective or more harmful than believed, regulators could limit or withdraw its approval, order a recall, or require a boxed warning. The 10-K adds that approved immunotherapies and other cancer treatments such as chemotherapy and radiation are well established, so physicians could keep using them instead of Agenus products. It adds that coverage and reimbursement are critical to new product acceptance, and that the company cannot be sure they will be available for its candidates.

Research and development expense fell to $79.3 million in 2025 from $155.5 million in 2024. Cash used in operations fell to $77.2 million from $158.3 million. Year-end cash and cash equivalents were $40.4 million for 2024 and $3.0 million for 2025, according to a 10-Q filed August 7, 2026. Cash and cash equivalents were $18.7 million at June 30, 2026.

Against $77.2 million used in operations in 2025 and $18.7 million of cash at June 30, 2026, the modification adds no money. The company keeps paying half of its interest and half of the extension fee in shares, which means new Agenus stock goes to the lender. The 8-K gives no share count, so the size of that dilution is not stated. It also does not give the note's earlier maturity date, so it does not show how much time the extension buys. Agenus has pushed back the date on a $24,750,000 loan and kept a 13.0% rate rather than repaying it.

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