Agenus Inc. (Nasdaq: AGEN) has entered into a securities purchase agreement for a private placement of approximately $85 million in upfront gross proceeds, with up to an additional $255 million available upon full exercise of accompanying purchase warrants, for a combined total of up to $340 million.

The financing was led by Commodore Capital, with participation from RA Capital Management, TCGX, Invus, and Ligand Pharmaceuticals. The placement is expected to close on or about July 15, 2026, subject to customary closing conditions.

Proceeds are intended to fund the ROBBIN trial, a planned randomized global Phase 3 study evaluating neoadjuvant botensilimab and balstilimab (BOT+BAL) versus standard of care in 850 patients with previously untreated high-risk Stage II and Stage III microsatellite-stable (MSS) colon cancer. The primary endpoint is event-free survival. Agenus states it has aligned with the FDA on key elements of the trial design. Assuming full warrant exercise, the company expects funding through year-end 2031.

Key anticipated milestones include first patient dosed in Q1 2027, interim pathologic response data in the second half of 2027, an interim event-free survival analysis in the second half of 2029, and a final event-free survival analysis in the second half of 2030.

In connection with this strategic shift, Agenus said it will discontinue financial support for the ongoing BATTMAN Phase 3 study in late-line metastatic MSS colorectal cancer. The company stated it will honor obligations to patients currently receiving treatment and work with the Canadian Cancer Trials Group to manage the transition.

Under the placement terms, Commodore Capital Master LP will designate two individuals to be appointed to newly created seats on Agenus' board, expanding it to nine directors.

The securities have not been registered under the Securities Act of 1933 and are being sold pursuant to Regulation D in a transaction not involving a public offering. According to a press release from the company, the upfront purchase price and warrant exercise prices were set at a premium to the market closing price on July 10, 2026.