Agenus subsidiary amends Ocean 1181 loan, extends maturity to 2029

On August 12, 2026, Agenus West, LLC, a subsidiary of Agenus Inc., and the Company as guarantor entered into a Second Loan Modification Agreement with Ocean 1181 LLC relating to a promissory note originally signed on November 26, 2024.¹ That original note had been previously amended and restated and disclosed in a prior 8-K filing.

Under the new agreement, the Borrower executed a Third Amended and Restated Promissory Note that amends and restates the original note in its entirety.¹ The core financial terms shifted in one key respect: the outstanding principal amount stays at $24,750,000, but the maturity date was extended to November 30, 2029, with interest continuing at 13.0% per annum through maturity.¹

Payment structure remains consistent with prior terms. Monthly interest payments will continue to be split evenly between cash and shares of Agenus common stock.¹ As part of the modification, the Borrower agreed to pay Ocean 1181 an extension fee of $247,500, also payable half in cash and half in company stock.¹

The filing notes that aside from the specific amendments made through this modification and related loan documents, the original note's other terms and conditions remain unchanged and in effect.¹ Agenus said the summary provided is qualified by reference to the actual Loan Modification Agreement and related documents, which the company plans to file as exhibits in its next periodic report.¹

Regarding the stock component, Agenus stated that the shares issuable to Ocean 1181 under the modification are expected to be issued in transactions exempt from registration under the Securities Act, relying on Section 4(a)(2) and/or Regulation D.¹ The 8-K was signed by Garo H. Armen, Chairman and CEO, and dated August 18, 2026.