AGENUS INC Fair Value Disclosure
(19) Fair Value Measurements
Assets and liabilities measured at fair value are summarized below (in thousands):
Description |
|
December 31, 2025 |
|
|
Quoted Prices in |
|
|
Significant |
|
|
Significant |
|
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Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents (Note 4) |
|
$ |
417 |
|
|
$ |
417 |
|
|
$ |
— |
|
|
$ |
— |
|
Related party note receivable |
|
|
5,179 |
|
|
|
— |
|
|
|
5,179 |
|
|
|
— |
|
Investment in MiNK Therapeutics, Inc. |
|
|
24,277 |
|
|
|
24,277 |
|
|
|
— |
|
|
|
— |
|
Long-term investments |
|
|
1,303 |
|
|
|
1,303 |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
31,176 |
|
|
$ |
25,997 |
|
|
$ |
5,179 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
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Description |
|
December 31, 2024 |
|
|
Quoted Prices in |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents (Note 4) |
|
$ |
6,954 |
|
|
$ |
6,954 |
|
|
$ |
— |
|
|
$ |
— |
|
Long-term investments |
|
|
1,006 |
|
|
|
1,006 |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
7,960 |
|
|
$ |
7,960 |
|
|
$ |
— |
|
|
$ |
— |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchaser Upsize Option (Note 17) |
|
$ |
69 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
69 |
|
Contingent purchase price consideration |
|
|
318 |
|
|
|
— |
|
|
|
— |
|
|
|
318 |
|
Total |
|
$ |
387 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
387 |
|
We measure the Related party note receivable at fair value. The fair value of the Note Receivable at December 31, 2025 was approximately $5.2 million, using a scenario based present value methodology that was derived by evaluating the nature and terms of the Note Receivable and considering the prevailing economic and market conditions at the balance sheet date, some of which are considered Level 2 inputs under the fair value measurements standard. As of December 31, 2025, the Note Receivable had a principal balance of $5.0 million.
Our long-term equity investment in MiNK is measured at fair value and is calculated using readily determinable pricing available on a securities exchange and is classified as a Level 1 asset.
Other Long-term investments are included in "Other long-term assets" in our consolidated balance sheets.
There were no changes in the valuation techniques during the period and there were no transfers into or out of Levels 1 and 2.
We measured our contingent purchase price consideration at fair value. Our remaining contingent purchase price consideration expired in the year ended December 31, 2025. The fair values of our contingent purchase price consideration of $0.3 million as of December 31, 2024, included in "Other long-term liabilities" in our consolidated balance sheets, were based on significant inputs not observable in the market, which required them to be reported as Level 3 liabilities within the fair value hierarchy. The valuation of these liabilities used assumptions we believed would be made by a market participant and were mainly based on estimates from a Monte Carlo simulation of our share price, as well as other factors impacting the probability of triggering the milestone payments. Share price was evolved using a geometric Brownian motion, calculated daily for the life of the contingent purchase price consideration.
The fair value of our outstanding debt balance at December 31, 2025 and 2024 was $45.7 million and $36.3 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology which 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 December 31, 2025 and 2024 was $45.5 million and $35.2 million, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Mar 17, 2025 | |
| 2023 | Mar 14, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 16, 2021 | |
| 2019 | Mar 16, 2020 | |
| 2018 | Mar 18, 2019 | |
| 2017 | Mar 16, 2018 | |
| 2016 | Mar 16, 2017 | |
| 2015 | Mar 15, 2016 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.