Agenus Lawsuit: Securities Class Dismissal and Medpace Judgment

The Agenus lawsuit picture involves two separate federal cases: a securities class action in Massachusetts accusing the biotech of misleading investors about its lead cancer drug combination, and a contract dispute in New York brought by clinical research firm Medpace over millions in unpaid invoices. A judge dismissed the securities case in March 2026, and the lead plaintiff has appealed to the First Circuit. The Medpace case ended in a $7.5 million default judgment against Agenus and personal liability for CEO Garo Armen.

The Securities Class Action Against Agenus

The class action was filed on September 6, 2024, in the U.S. District Court for the District of Massachusetts on behalf of investors who bought Agenus stock between January 23, 2023, and July 17, 2024. The case is captioned Byron Olsen v. Agenus Inc., et al., Civil Action No. 24-CV-12299-AK. It brought claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.¹

Along with the company, the complaint named CEO Garo H. Armen, Vice President of Finance Christine M. Klaskin, Chief Medical Officer Steven J. O’Day, and senior regulatory, clinical development, and commercial advisor Todd Yancey.²

What Investors Alleged

The complaint centered on Agenus’s combination immunotherapy of botensilimab and balstilimab, tested primarily in patients with microsatellite stable metastatic colorectal cancer. Investors alleged the company concealed that the combination was less effective than executives had led the market to believe, overstated the drugs’ regulatory and commercial prospects, and issued materially false and misleading public statements throughout the class period.³

The complaint further alleged that the individual defendants controlled Agenus’s SEC filings, press releases, and investor communications, and that Armen and Klaskin had signed Sarbanes-Oxley certifications for the 2022 and 2023 annual reports.⁴ The court appointed a lead plaintiff and lead counsel on December 6, 2024, and an amended complaint followed on February 7, 2025.³

Why the Court Dismissed the Case

On March 24, 2026, Judge Angel Kelley granted Agenus’s motion to dismiss the amended complaint in full and denied leave to amend.¹ The dismissal rested on several independent grounds.

Loss Causation

The court found the plaintiff had not adequately pleaded loss causation. Even though Agenus stock fell roughly 59% after a July 18, 2024, press release, the complaint did not establish the required legal link between the alleged fraud and that market loss. The court treated this failure alone as sufficient to dismiss the case.²⁵

The 32 Challenged Statements

The amended complaint challenged 32 public statements. Judge Kelley rejected the vast majority. Assertions that the trials were “too small” or “too short” failed because Agenus had already publicly disclosed the specific trial parameters; under Thant v. Karyopharm, a company need not highlight information already available to the market. Statements calling trial outcomes “very impressive” or reflecting “immense promise” were dismissed as puffery — vague optimism no reasonable investor would treat as a factual guarantee. Statements about future FDA submissions and timelines were forward-looking and protected by the Private Securities Litigation Reform Act’s safe harbor because Agenus had accompanied them with meaningful cautionary language.²

Confidential witness statements asserting the FDA would never grant accelerated approval were conclusory, the court found, and were contradicted by the FDA’s own draft guidance on the flexibility of the accelerated approval pathway.²

Scienter and One Surviving Statement

On scienter, the court found the plaintiff had adequately alleged intent only as to CEO Garo Armen, based on claims he fired high-ranking employees who raised concerns about the company’s FDA strategy. The complaint fell short on the other individual defendants.²

One statement did survive that portion of the analysis: the court identified Armen’s claim that Agenus relied on regulatory advisers as a “materially misleading omission,” because the company was simultaneously ignoring or firing those advisers. But with loss causation unmet and the remaining statements not actionable, the case still went out the door in full.²

The Appeal

The lead plaintiff has filed a Notice of Appeal with the U.S. Court of Appeals for the First Circuit. The appeal remained pending as of mid-2026.⁶

The Medpace Contract Lawsuit

The second Agenus lawsuit was filed by Medpace, Inc., a clinical research organization that ran drug trials for the company. Medpace sued Agenus and Armen personally in the U.S. District Court for the Southern District of New York on May 19, 2025 (No. 1:25-cv-04179-JMF), alleging breach of contract and breach of fiduciary duty tied to $7.4 million in unpaid invoices.⁷

To handle the unpaid bills, the two companies had entered into a Payment Agreement and an Escrow Agreement in January 2025 covering 1,318,084 shares of Agenus common stock. Medpace alleged Agenus then blocked access to those shares, failed to file a required supplemental prospectus so the shares could be sold, and lodged a baseless objection to the transfer after the stock had already moved to Medpace’s account. Equiniti Trust Company, the transfer agent, was initially named as a defendant and was voluntarily dismissed in August 2025.⁸

Default Judgment for $7.5 Million

On December 4, 2025, Judge Jesse M. Furman found the defendants had engaged in “wholesale noncompliance” with their discovery obligations in a pattern that was “complete, sustained and deliberate.” As a sanction, the court struck the defendants’ answers and entered default judgment.⁹

The final judgment, entered December 11, 2025, awarded Medpace $7,526,550.80 against Agenus: $7,393,539.78 in unpaid invoices (including interest) plus $132,011.02 in contractual attorneys’ fees and costs, with post-judgment interest accruing at 18% per year. Armen was held personally liable for $7,393,539.78 in damages for breach of fiduciary duty, with post-judgment interest at the federal statutory rate of 3.59%. The court also ordered the defendants to file the supplemental prospectus for the 1,318,084 shares within seven days and to remove all impediments to Medpace’s control of those shares, declaring any further interference unlawful.⁷

The Drug Combination Behind the Disputes

Both cases trace back to botensilimab, an Fc-enhanced anti-CTLA-4 antibody, and balstilimab, an anti-PD-1 antibody. The combination is designed to activate the immune system against “cold” solid tumors that typically resist immunotherapy, particularly microsatellite stable metastatic colorectal cancer.¹⁰

At an end-of-Phase 2 meeting in July 2025, the FDA advised against seeking accelerated approval, indicating that the observed response rate “may not translate to survival benefit” and did not appear to meet the standard of “reasonably likely to predict benefit.” The agency recommended a randomized controlled trial instead.¹¹ Agenus subsequently launched the global Phase 3 BATTMAN trial, enrolling its first patient in April 2026. The combination has not received marketing authorization anywhere, though it is available through early access programs in France and select other countries.¹²

Where Agenus Stands Now

Agenus remains a Nasdaq-listed company (AGEN) advancing its botensilimab-balstilimab program. Its Q1 2026 quarterly report flagged liquidity risks categorized as “going concern” issues.¹³ The securities class action appeal is active before the First Circuit, and no SEC investigation or enforcement action against Agenus has been disclosed in the company’s filings.⁶

1
SEC.gov. Agenus Inc. 8-K Filing, March 24, 2026
2
Justia. Olsen v. Agenus Inc., Memorandum and Order
3
Stanford Law School Securities Class Action Clearinghouse. Agenus Inc. Securities Litigation
4
Bernstein Grossman & Gerstein. Agenus Inc. Class Action Complaint
5
Bloomberg Law. Agenus Secures Dismissal of Investors Cancer Drug Class Action
6
Agenus Inc. Investor Relations. Agenus Reports First Quarter 2026 Financial Results
7
Justia. Medpace Inc. v. Agenus Inc., Final Judgment
8
CourtListener. Medpace Inc. v. Agenus Inc., Docket
9
CaseMine. Medpace Inc. v. Agenus Inc., Memorandum Opinion and Order
10
Nature Medicine. Botensilimab Plus Balstilimab in Relapsed or Refractory Microsatellite Stable Metastatic Colorectal Cancer
11
BioSpace. Future of Agenus Immunotherapy Combo Uncertain as FDA Discourages Accelerated Approval in CRC
12
Agenus Inc. Investor Relations. Agenus Announces First Patient Enrolled in Global Phase 3 BATTMAN Trial
13
Stock Titan. Agenus Inc. Quarterly Earnings Report, Q1 2026