INKT / MiNK Therapeutics, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Up to $36,585,515 Common Stock

424B5 As Filed Pursuant to Rule 424(b)(5) Registration No. 333-268143 PROSPECTUS SUPPLEMENT (To Prospectus dated November 8, 2022 and Prospectus Supplement dated July 15, 2025) Up to $36,585,515 Common Stock This prospectus supplement (this “Current Prospectus Supplement”) supplements the prospectus dated November 8, 2022 (the “Base Prospectus”) and the prospectus supplement dated July 15, 2025 (t

As filed with the Securities and Exchange Commission on August 14, 2025

S-8 As filed with the Securities and Exchange Commission on August 14, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 MiNK Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission

MiNK Therapeutics Reports Clinical and Strategic Milestones and Second Quarter 2025 Results

EXHIBIT 99.1 MiNK Therapeutics Reports Clinical and Strategic Milestones and Second Quarter 2025 Results Cash runway extended to deliver clinical program in GVHD and Ph2 results in 2L Gastric Cancer Department of Defense STTR Grant to advance INKTs in GVHD announced; program advancing New clinical grant awarded to launch AgenT-797 in GvHD clinical trial; target initiation 2H2025 NEW YORK, Aug. 14,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

Filing Fee Table*

Calculation of Filing Fee Tables S-8 MiNK Therapeutics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, $0.00001 par value per share Other 158,521 $ 12.02 $ 1,905,422.42 0.0001531 $ 291.72 2 Equity C

Up to $50,000,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268143 PROSPECTUS SUPPLEMENT (To Prospectus dated November 8, 2022) Up to $50,000,000 Common Stock This prospectus supplement relates to the issuance and sale of up to $50,000,000 of our common stock, $0.00001 par value per share, from time to time through our sales agent, B. Riley Securities, Inc. (the “Sales Agent”). We have

At Market Issuance Sales Agreement, dated as of July 15, 2025, between MiNK Therapeutics, Inc. and B. Riley Securities, Inc.

EX-1.1 Exhibit 1.1 Execution Version MiNK THERAPEUTICS, INC. Common Stock (par value $0.00001 per share) At Market Issuance Sales Agreement July 15, 2025 B. Riley Securities, Inc. 1300 N 17th Street, Suite 1300 Arlington, VA 22209 Ladies and Gentlemen: MiNK Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “Age

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 MiNK Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or other jurisdiction of incorporation) (Commission F

FORM 8-K Item 8.01 Other Events.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission F

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission F

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

MiNK Therapeutics Reports Q1 2025 Results and Highlights Clinical & Strategic Progress

EXHIBIT 99.1 MiNK Therapeutics Reports Q1 2025 Results and Highlights Clinical & Strategic Progress Clinical data builds with CR in testicular cancer, enrollment in Phase 2 gastric trial, and new data in PD-1–resistant tumors Near-term capital transactions poised to bolster liquidity NEW YORK, May 15, 2025 (GLOBE NEWSWIRE) - MiNK Therapeutics, Inc. (NASDAQ: INKT), a clinical-stage biopharmaceutica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission

MiNK Therapeutics Reports Fourth Quarter & Full Year 2024 Results and Highlights Business Progress

EXHIBIT 99.1 MiNK Therapeutics Reports Fourth Quarter & Full Year 2024 Results and Highlights Business Progress NEW YORK, March 18, 2025 (GLOBE NEWSWIRE) - MiNK Therapeutics, Inc. (NASDAQ: INKT), a clinical-stage biopharmaceutical company pioneering the development of allogeneic, off-the-shelf invariant natural killer T (iNKT) cell therapies, today announced its financial results for the fourth qu

Insider Trading Policy.

Exhibit 19.1 MiNK Therapeutics, Inc. Securities Trading Policy This Securities Trading Policy (this “Policy”) describes the requirements that MiNK Therapeutics, Inc. and its subsidiaries (collectively, the “Company” or “MiNK”) have adopted regarding the trading, and causing the trading of, the Company's securities. I. PURPOSE MiNK is committed to complying with all relevant laws and regulations pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40908 MiNK Therapeuti

Subsidiaries of MiNK Therapeutics, Inc.

Exhibit 21.1 List of Subsidiaries of MiNK Therapeutics, Inc. Name of Subsidiary Jurisdiction of Organization AgenTus Therapeutics Limited England and Wales AgenTus Therapeutics SA Belgium

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MiNK Therapeutics, Inc.

EX-3.1 2 d926991dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MINK THERAPEUTICS, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is MiNK Therapeutics, Inc. (the “Corporation”). The Corporation’s original Certificate of Incorporation was fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 MiNK Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

MiNK Therapeutics Reports Third Quarter 2024 Results and Business Update

EXHIBIT 99.1 MiNK Therapeutics Reports Third Quarter 2024 Results and Business Update NEW YORK, Nov. 14, 2024 (GLOBE NEWSWIRE) - MiNK Therapeutics, Inc. (NASDAQ: INKT), a clinical-stage biopharmaceutical company pioneering the discovery, development, and commercialization of allogeneic, off-the-shelf, invariant natural killer T (iNKT) cell therapies to treat cancer and other immune-mediated diseas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commissi

MiNK Therapeutics Announces Appointment of Dr. Robert Kadlec to Board of Directors

MiNK Therapeutics Announces Appointment of Dr. Robert Kadlec to Board of Directors NEW YORK, Oct. 31, 2024 (GLOBE NEWSWIRE) - MiNK Therapeutics (MiNK, NASDAQ: INKT), a clinical-stage company pioneering the development of allogeneic off-the-shelf, invariant natural killer T (iNKT) cell therapies, today announced the appointment of Dr. Robert Kadlec to its Board of Directors. Dr. Kadlec brings unpar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commissio

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2024 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2024 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission

4,640,000 SHARES OF COMMON STOCK

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-281522 PROSPECTUS 4,640,000 SHARES OF COMMON STOCK This prospectus relates to the disposition from time to time of up to 4,640,000 shares of our common stock, $0.00001 par value per share, which are held by the selling stockholder named in this prospectus. We issued the shares to the selling stockholder pursuant to a Stock Pur

MiNK Therapeutics, Inc. 149 Fifth Street, Suite 500 New York, NY 10010

MiNK Therapeutics, Inc. 149 Fifth Street, Suite 500 New York, NY 10010 August 15, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention:  Jimmy McNamara Re: MiNK Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333- 281522) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 of the Genera

Stock Purchase Agreement, by and between MiNK Therapeutics, Inc. and the investor named therein, dated May 13, 2024.

STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of May 13, 2024 (the “Effective Date”), between MiNK Therapeutics, Inc.

Filing Fee Table*

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) MiNK Therapeutics, Inc.

As filed with the Securities and Exchange Commission on August 13, 2024

S-8 As filed with the Securities and Exchange Commission on August 13, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) MiNK Therapeutics, Inc.

As filed with the Securities and Exchange Commission on August 13, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on August 13, 2024 Registration No.

MiNK Reports Second Quarter 2024 Results and Business Update

EXHIBIT 99.1 MiNK Reports Second Quarter 2024 Results and Business Update Expanded Access to AgenT-797 in Severe ARDS Reinforces Clinical Efficacy; Data Highlighted at ATS 2024 Annual Meeting Phase 2 Study in 2L Gastric Cancer Advances; Early Clinical Data to be Presented at Upcoming Medical Conference Phase 1 Study in GvHD on Track for Activation in 2Q 2024 NEW YORK, Aug. 13, 2024 (GLOBE NEWSWIRE

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission F

INKT / MiNK Therapeutics, Inc. / GKCC, LLC - GKCC LLC SCHEDULE 13G Passive Investment

SC 13G 1 gkccsch13g.htm GKCC LLC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MiNK Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 603693102 (CUSIP Number) May 14, 2024 (Date of Event which Requires Filing of this Statement)

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

MiNK Reports First Quarter 2024 Results

EXHIBIT 99.1 MiNK Reports First Quarter 2024 Results Completed $5.8 million private placement financing at 25% premium Upcoming presentation of agenT-797 in severe respiratory distress at the American Thoracic Society (ATS) AACR presentation reported MiNK-215 eliminated MSS colorectal cancer liver metastases in human organoid models NEW YORK, May 14, 2024 (GLOBE NEWSWIRE) - MiNK Therapeutics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

MiNK Reports Fourth Quarter and Year-End 2023 Results

EXHIBIT 99.1 MiNK Reports Fourth Quarter and Year-End 2023 Results Launched and enrolling Phase 2 trial of allo-iNKTs with botensilimab/balstilimab and chemotherapy in second-line gastroesophageal cancers Announced collaboration with Immunoscape for development of TCR-based therapies Published clinical data in Nature Communications and Oncogene demonstrating clinical activity of allo-iNKTs, agenT-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40908 MiNK Therapeuti

Convertible Promissory Note Purchase Agreement by and between the Registrant and Agenus Inc., dated February 12, 2024.

Exhibit 10.18 CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of February 12, 2024 (the “Effective Date”) by and between MiNK Therapeutics, Inc., a Delaware corporation with offices at 149 Fifth Avenue, New York, NY 10010 (the “Company”), and Agenus Inc., a Delaware corporation with offices at 3 Forbes Road, Lexington

Form of Convertible Promissory Note by and between the Registrant and Agenus Inc., dated February 12, 2024.

Exhibit 4.2 THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 MiNK Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission

Subsidiaries of MiNK Therapeutics, Inc.

Exhibit 21.1 List of Subsidiaries of MiNK Therapeutics, Inc. Name of Subsidiary Jurisdiction of Organization AgenTus Therapeutics Limited England and Wales AgenTus Therapeutics SA Belgium

Policy for Recoupment of Executive Incentive Compensation in the Event of an Accounting Restatement.

Exhibit 97.1 MINK THERAPEUTICS, INC. POLICY FOR RECOUPMENT OF EXECUTIVE INCENTIVE COMPENSATION IN THE EVENT OF ACCOUNTING RESTATEMENT 1. Introduction The Board of Directors (the “Board”) of MiNK Therapeutics, Inc. (the “Company”) has adopted this policy (the “Policy”) providing for the Company’s recoupment of certain incentive-based compensation received by Covered Executives (as defined below) in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2024 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commissi

INKT / MiNK Therapeutics, Inc. / ARMEN GARO H - SC 13D Activist Investment

SC 13D 1 d763069dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.  )* MiNK Therapeutics, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 603693102 (CUSIP Number) Garo H. Armen, Ph.D. c/o MiNK Therapeutics, Inc. 149 Fifth Avenue Suite 500 New

JOINT FILING AGREEMENT

EX-99.1 2 d763069dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.00001 per share, of MiNK Therapeutics, Inc., and further agree t

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commissio

MiNK Therapeutics Reports Third Quarter 2023 Results

EXHIBIT 99.1 MiNK Therapeutics Reports Third Quarter 2023 Results MiNK presents first-of-a-kind data with allogeneic iNKTs, agenT-797, showing durable clinical benefit in solid tumor cancers and persistence >6 months without toxic pre-conditioning. AgenT-797 demonstrates potential beyond cancer, with improved survival in severe respiratory distress. MiNK plans for expansion in autoimmune and infla

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commissio

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) MiNK Therapeutics, Inc.

As filed with the Securities and Exchange Commission on August 11, 2023

As filed with the Securities and Exchange Commission on August 11, 2023 Registration No.

MiNK Therapeutics Reports Second Quarter 2023 Results - Randomized Phase 2 Trial in 2L Metastatic Gastric Cancer Planned to Launch at Memorial Sloan Kettering Cancer Center - iNKT (agenT-797) Data Presented at AACR, ASGCT, and ATS Showed Benefit in S

EXHIBIT 99.1 MiNK Therapeutics Reports Second Quarter 2023 Results - Randomized Phase 2 Trial in 2L Metastatic Gastric Cancer Planned to Launch at Memorial Sloan Kettering Cancer Center - iNKT (agenT-797) Data Presented at AACR, ASGCT, and ATS Showed Benefit in Solid Tumor Cancers and in Respiratory Distress - MiNK-215, a Novel FAP-CAR-iNKT Cell Therapy, Eliminated Tumors in NSCLC Models NEW YORK,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 MiNK Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission F

INKT / MiNK Therapeutics Inc / AGENUS INC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* MINK THERAPEUTICS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 603693102 (CUSIP Number) Garo H. Armen, Ph.D. Chairman and CEO Agenus Inc. 3 Forbes Road Lexington, MA 02421 (781) 674-4400 (Name, Address and Telephone Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

MiNK Therapeutics Reports Corporate Update and First Quarter 2023 Financial Results

EXHIBIT 99.1 MiNK Therapeutics Reports Corporate Update and First Quarter 2023 Financial Results agenT-797, an allo-iNKT cell therapy, shows clinical responses in heavily pre-treated solid tumor cancers when administered with anti-PD-1 and persists without lymphodepletion. Initiating phase 1/2 expansion studies in NSCLC and gastric cancer, with majority costs planned for external, non-dilutive gra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 MiNK Therapeutics, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission Fi

INKT / MiNK Therapeutics Inc / AGENUS INC - SC 13D/A Activist Investment

SC 13D/A 1 d323987dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MINK THERAPEUTICS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 603693102 (CUSIP Number) Garo H. Armen, Ph.D. Chairman and CEO Agenus Inc. 3 Forbes Road Lexington, MA 02421 (781) 674-4400 (Name,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Master Services Agreement between the Registrant and Atlant Clinical Ltd., dated April 12, 2022 (Incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 001-40908) filed on March 24, 2023).

Exhibit 10.18 Master Services Agreement This Master Services Agreement (“Agreement”), dated as of the date of the last signature below (the “Effective Date”), is entered into by and between MiNK Therapeutics, Inc. (“MiNK”), a Delaware corporation having an address at 149 Fifth Avenue, Suite 500, New York, NY 10010 (“MiNK), and “Atlant Clinical” Ltd, a Limited Liability Company, having an address a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40908 MiNK Therapeuti

Subsidiaries of MiNK Therapeutics, Inc.

Exhibit 21.1 List of Subsidiaries of MiNK Therapeutics, Inc. Name of Subsidiary Jurisdiction of Organization AgenTus Therapeutics Limited England and Wales AgenTus Therapeutics SA Belgium

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission

MiNK Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results

EXHIBIT 99.1 MiNK Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results Clinical update of allo-iNKTs (agenT-797) in solid tumors to be presented at AACR Annual Meeting in April 2023 AgenT-797 in combination with pembro or nivo in NSCLC and gastric cancer to initiate in 2023 Allogeneic CAR platform demonstrates differentiation with IL-15-FAP-CAR-iNKT (MiNK-215) and IL-15-BCMA-CA

MiNK Therapeutics, Inc. 149 Fifth Street, Suite 500 New York, NY 10010

CORRESP 1 filename1.htm MiNK Therapeutics, Inc. 149 Fifth Street, Suite 500 New York, NY 10010 November 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: MiNK Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-268143) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) MiNK Therapeutics, Inc.

Form of Indenture

Table of Contents Exhibit 4.7 MINK THERAPEUTICS, INC. and [ ], as Trustee INDENTURE Dated as of [ ], [ ] Table of Contents TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.3. RULES OF CONSTRUCTION 4 ARTICLE 2. THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SEC

MiNK Therapeutics Reports Corporate Update and Third Quarter 2022 Financial Results

EXHIBIT 99.1 MiNK Therapeutics Reports Corporate Update and Third Quarter 2022 Financial Results - Five presentations on clinical data and novel pipeline candidates at the Society of Cancer Immunotherapy (SITC) Meeting - R&D Day on November 10, 2022, from 4:00-6:00pm ET in Boston and via webcast NEW YORK, Nov. 03, 2022 (GLOBE NEWSWIRE) - MiNK Therapeutics, Inc., a clinical-stage biopharmaceutical

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commissio

Powers of Attorney (included on the signature page)

Table of Contents As filed with the Securities and Exchange Commission on November 3, 2022.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

Amended and Restated Intercompany Services Agreement, by and between Agenus Inc. and MiNK Therapeutics, Inc., dated August 2, 2022 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-40908) filed on August 15, 2022 ).

Exhibit 10.1 Amended and Restated Intercompany Services Agreement This amended and restated intercompany services agreement (this ?Agreement?) is effective as of the 1st day of April, 2022 (the ?Effective Date?) by and among Agenus Inc., a Delaware corporation (?Agenus?), and MiNK Therapeutics, Inc., a Delaware corporation and a majority owned subsidiary of Agenus ( ?MiNK?). Agenus and MiNK may al

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission

MiNK Therapeutics Reports Corporate Update and Second Quarter 2022 Financial Results

EXHIBIT 99.1 MiNK Therapeutics Reports Corporate Update and Second Quarter 2022 Financial Results Novel stromal-CAR-iNKT shows activity in solid tumors; FIH planned for 2023 Clinical presentation of AgenT-797 in solid tumors, myeloma, and ARDS planned for 2H2022 Under the leadership team of Dr. Joy Zhou, completed internal cGMP production of AgenT-797 with expansion capacity to treat >700,000 pati

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2022 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on July 15, 2022

As filed with the Securities and Exchange Commission on July 15, 2022 Registration No.

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) MiNK Therapeutics, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or other jurisdiction of incorporation) (Commission Fi

MiNK Therapeutics, Inc. Executive Change of Control Plan

Exhibit 10.1 MINK THERAPEUTICS, INC. EXECUTIVE CHANGE OF CONTROL PLAN Subject to the terms and conditions hereinafter set forth, MiNK Therapeutics, Inc., a Delaware corporation, (the ?Company?) has established this Executive Change of Control Plan (the ?Plan?) as of June 8, 2022 (the ?Effective Date?) to offer certain compensation and benefits to certain Executives (as defined herein) in the event

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

MiNK Therapeutics Corporate Update and First Quarter 2022 Financial Report

EXHIBIT 99.1 MiNK Therapeutics Corporate Update and First Quarter 2022 Financial Report Clinical updates from solid tumor cancers and ARDS with allo-agenT-797 are on track for 2H 2022 GMP manufacturing launch in 1H 2022 with target 10,000 doses/yr BCMA-CAR-iNKT and stromal-CAR-iNKT preclinical results 2H 2022 Ended First Quarter with $34.7M in cash with a projected 2022 cash burn of $16.8M NEW YOR

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or Other Jurisdiction of Incorporation) (Commission Fi

proxy statement

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Subsidiaries of MiNK Therapeutics, Inc.

Exhibit 21.1 List of Subsidiaries of MiNK Therapeutics, Inc. Name of Subsidiary Jurisdiction of Organization AgenTus Therapeutics Limited England and Wales AgenTus Therapeutics SA Belgium

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40908 MiNK Therapeuti

Executive Employment Agreement between the Registrant and Jennifer Buell, dated March 3, 2022 (Incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-40908) filed on March 18, 2022).

Exhibit 10.16 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into in Lexington, MA, by and between MiNK Therapeutics, Inc. (the ?Company?), a Delaware corporation with a place of business at 3 Forbes Rd. Lexington, MA 02421, and Jennifer S. Buell (the ?Executive?), effective as of this 3rd day of March, 2022 (the ?Effective Date?). Words o

Description of Securities (Incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-40908) filed on March 18, 2022).

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary description of the Common Stock (as defined below) of MiNK Therapeutics, Inc. (the ?Company?) is based on the provisions of the Company?s Amended and Restated Certificate of Incorporation (as amended, the ?Charter?), the Company?s Amended and Restate

Executive Employment Agreement between the Registrant and Marc van Dijk, dated March 2, 2022 (Incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-40908) filed on March 18, 2022).

Exhibit 10.17 CONTRACT OF EMPLOYMENT Parties (1) AgenTus Therapeutics Limited, a wholly-owned subsidiary of MiNK Therapeutics, Inc. and having a place of business at 315 Science Park, Milton Road, Cambridge, CB4 0WG (the "Company"). MiNK Therapeutics, Inc., Agenus, Inc, and subsidiaries of both are referred to as ?Group Companies? herein. (2)Marc van Dijk of 14 Christ?s Lane, Cambridge, CB1 1NP (t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or other jurisdiction of incorporation) (Commission F

INKT / MiNK Therapeutics Inc / ARMEN GARO H - SC 13G Passive Investment

CUSIP No. 603693102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* MiNK Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 60369310

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2021 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40908 MiNK Therapeutics, Inc.

IMRA / Imara Inc / AGENUS INC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MINK THERAPEUTICS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 603693102 (CUSIP Number) Garo H. Armen, Ph.D. Chairman and CEO Agenus Inc. 3 Forbes Road Lexington, MA 02421 (781) 674-4400 Copy to: Ropes & Gray LLP Prudential Tower 800 Boylston S

MiNK Therapeutics, Inc. (a Delaware corporation) 3,333,334 Shares of Common Stock UNDERWRITING AGREEMENT

Exhibit 99.1 Execution Version MiNK Therapeutics, Inc. (a Delaware corporation) 3,333,334 Shares of Common Stock UNDERWRITING AGREEMENT Dated: October 14, 2021 MiNK Therapeutics, Inc. (a Delaware corporation) 3,333,334 Shares of Common Stock UNDERWRITING AGREEMENT October 14, 2021 Evercore Group L.L.C. William Blair & Company, L.L.C. as Representatives of the several Underwriters c/o Evercore Grou

Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40908) filed on October 20, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINK THERAPEUTICS, INC. The undersigned, for the purpose of amending and restating the Certificate of Incorporation of MiNK Therapeutics, Inc. under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is MiNK Therapeutics, Inc. and the date that the corporation?s original Certificate of Inco

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2021 MiNK Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40908 82-2142067 (State or other jurisdiction of incorporation) (Commissio

Amended and Restated By-laws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40908) filed on October 20, 2021).

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF MINK THERAPEUTICS, INC. Originally adopted by the Incorporator on July 5, 2017. Amended and restated by the Board of Directors on October 19, 2021. ARTICLE I STOCKHOLDERS SECTION 1. PLACE OF MEETINGS. All meetings of stockholders shall be held at the principal office of the corporation or at such other place as may be named in the notice. SECTION 2. ANNU

MiNK Therapeutics, Inc.

FWP 1 d111280dfwp.htm FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated October 14, 2021 Relating to Preliminary Prospectus issued October 12, 2021 Registration Statement No. 333-259503 MiNK Therapeutics, Inc. The information in this free writing prospectus supplements and updates the information contained in the most recent preliminary prospectus, dated October 12, 2021 (the “Pr

3,333,334 shares MiNK Therapeutics, Inc. Common stock

424B4 1 d111280d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-259503 PROSPECTUS 3,333,334 shares MiNK Therapeutics, Inc. Common stock This is an initial public offering of shares of common stock of MiNK Therapeutics, Inc. We are selling 3,333,334 shares of our common stock. The initial public offering price is $12.00 per share. Our common stock has been ap

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 MINK THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 82-2142067 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.

Form of Underwriting Agreement

Exhibit 1.1 MiNK Therapeutics, Inc. (a Delaware corporation) Shares of Common Stock UNDERWRITING AGREEMENT , 2021 Evercore Group L.L.C. William Blair & Company, L.L.C. as Representatives of the several Underwriters c/o Evercore Group L.L.C. Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 c/o William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606 Ladies

MiNK Therapeutics, Inc. 149 Fifth Avenue, Suite 500 New York, NY 10010

CORRESP 1 filename1.htm MiNK Therapeutics, Inc. 149 Fifth Avenue, Suite 500 New York, NY 10010 October 12, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dillon Hagius Re: MiNK Therapeutics, Inc. Registration Statement on Form S-1 (File No. 333-259503) Request for Acceleration Ladies and Gentlemen: Pursuant to

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

October 12, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Dillon Hagius Re: MiNK Therapeutics, Inc. Registration Statement on Form S-1 File No. 333-259503 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the represen

Form of Restricted Stock Unit Agreement under the MiNK Therapeutics, Inc. 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503), as amended, filed on October 12, 2021).

Exhibit 10.9 Name: [] Number of Restricted Stock Units: [] Date of Grant: [] Vesting Commencement Date: [] MINK THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This agreement (this ?Agreement?) evidences a grant (the ?Award?) of Restricted Stock Units (?RSUs?) by MiNK Therapeutics, Inc., a Delaware corporation (the ?Company?), to the individual named above (the ?Parti

MiNK Therapeutics, Inc. 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503), as amended, filed on October 12, 2021).

Exhibit 10.6 MINK THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3. ADMINISTRA

Form of Indemnification Agreement, to be entered into by and between the Registrant and each of its directors and officers (Incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503), as amended, filed on October 12, 2021).

Exhibit 10.20 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of [], 2021, between MiNK Therapeutics, Inc., a Delaware corporation (the ?Company?), and [] (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate

As filed with the United States Securities and Exchange Commission on October 12, 2021.

Table of Contents As filed with the United States Securities and Exchange Commission on October 12, 2021.

Form of Non-Statutory Stock Option Agreement under the MiNK Therapeutics, Inc. 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503), as amended, filed on October 12, 2021).

Exhibit 10.10 Name: [] Number of Shares of Stock subject to the Stock Option: [] Exercise Price Per Share: $[] Date of Grant: [] Vesting Commencement Date: [] MINK THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT This agreement (this ?Agreement?) evidences a stock option granted by MiNK Therapeutics, Inc., a Delaware corporation (the ?Company?), to the individual

Form of Incentive Stock Option Agreement under the MiNK Therapeutics, Inc. 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503), as amended, filed on October 12, 2021).

Exhibit 10.11 Name: [] Number of Shares of Stock subject to the Stock Option: [] Exercise Price Per Share: $[] Date of Grant: [] Vesting Commencement Date: [] MINK THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT This agreement (this ?Agreement?) evidences a stock option granted by MiNK Therapeutics, Inc., a Delaware corporation (the ?Company?), to the individual name

List of Subsidiaries of MiNK Therapeutics, Inc.

Exhibit 21.1 List of Subsidiaries of MiNK Therapeutics, Inc. Name of Subsidiary Jurisdiction of Organization AgenTus Therapeutics Limited England and Wales AgenTus Therapeutics SA Belgium AgenTus Therapeutics HK Limited Hong Kong

Certificate of Amendment to Certificate of Incorporation

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF MINK THERAPEUTICS, INC. MINK THERAPEUTICS, INC. (the ?Corporation?), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows: FIRST: The Certificate of Incorporation of the Corporation is hereby amended so that the exis

Specimen stock certificate evidencing shares of common stock (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503), as amended, filed on October 12, 2021).

MNK CUSIP 603693 10 2 INCORPORATED UNDER THE LAWS OF THE STATE SEE REVERSE FOR CERTAIN OF DELAWARE DEFINITIONS AND LEGENDS This certifies that BY: AMERICAN COUNTERSIGNED is the record holder of STOCKAND FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.

Amended and Restated By-laws (to be effective upon the closing of this offering)

Exhibit 3.5 AMENDED AND RESTATED BY-LAWS OF MINK THERAPEUTICS, INC. Originally adopted by the Incorporator on July 5, 2017. Amended and restated by the Board of Directors on , 2021. ARTICLE I STOCKHOLDERS SECTION 1. PLACE OF MEETINGS. All meetings of stockholders shall be held at the principal office of the corporation or at such other place as may be named in the notice. SECTION 2. ANNUAL MEETING

Amended and Restated Certificate of Incorporation (to be effective upon the closing of this offering)

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINK THERAPEUTICS, INC. The undersigned, for the purpose of amending and restating the Certificate of Incorporation of MiNK Therapeutics, Inc. under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is MiNK Therapeutics, Inc. and the date that the corporation?s original Certificate of Inco

MiNK Therapeutics, Inc. 2021 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503), as amended, filed on October 12, 2021).

Exhibit 10.7 MINK THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Defined Terms Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. Purpose of Plan The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock in offerings under the Plan, and thereby a

MiNK Therapeutics, Inc. 2021 Cash Incentive Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503), as amended, filed on October 12, 2021).

Exhibit 10.8 MINK THERAPEUTICS, INC. 2021 CASH INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and sets forth operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant of cash-based incentive Awards to Participants that will attract, reta

Amendment to Convertible Promissory Note, by and between MINK Therapeutics, Inc. and Agenus Inc., dated September 29, 2021

Exhibit 10.4 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this ?Amendment?), dated as of September 29, 2021 (the ?Effective Date?), is made between MiNK Therapeutics, Inc., a Delaware corporation (f/k/a AgenTus Therapeutics, Inc.; the ?Company?) and Agenus Inc., a Delaware corporation (the ?Holder?; together with the Company, the ?Parties?). WHEREAS, on F

CONFIDENTIAL TREATMENT REQUESTED BY MINK THERAPEUTICS INC.

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM Submitted pursuant to a Request for Confidential Treatment Pursuant to 17 C.F.R. 200.83 FOIA Confidential Treatment Request The entity requesting confidential treatment is MiNK Therapeutics, Inc. 149 Fifth Avenue, Suite 500 New York, NY 10010 Attention: President and Chief Executive Officer Phone: (212) 9

Form of Non-Qualified Stock Option Award Agreement for Non-Employees under the AgenTus Therapeutics, Inc. 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503) filed on September 14, 2021).

AgenTus Therapeutics, Inc. 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503) filed on September 14, 2021).

Form of Non-Qualified Stock Option Award Agreement for Employees under the AgenTus Therapeutics, Inc. 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503) filed on September 14, 2021).

Form of Incentive Stock Option Award Agreement under the AgenTus Therapeutics, Inc. 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503) filed on September 14, 2021).

Exhibit 10.14 Name: [?] Number of Shares of Stock subject to the Stock Option: [?] Date of Grant: [?] Exercise Price Per Share $[?] Vesting Start Date: [?] AGENTUS THERAPEUTICS, INC. 2018 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION STOCK OPTION AGREEMENT This agreement (this ?Agreement?) evidences a Stock Option granted by AgenTus Therapeutics, Inc. (the ?Company?) to the individual named above (

Letter Agreement between AgenTus Therapeutics, Inc. and Patrick Jordan, dated November 12, 2020.

Exhibit 10.16 November 12, 2020 Patrick Jordan Dear Patrick: I’m pleased to confirm your transfer to AgenTus Therapeutics, Inc. as Chief Operating Officer reporting to Walter Flamenbaum effective August 31, 2020. Your annual base salary will be $360,000 less applicable legal deductions, which will be paid at the bi-weekly rate of $13,846.15. In addition, you will be eligible to participate in our

Intercompany General & Administrative Services Agreement, by and between Agenus Inc. and MiNK Therapeutics, Inc., dated September 10, 2021.

Exhibit 10.2 Intercompany General & Administrative Services Agreement This intercompany general and administrative services agreement (this ?Agreement?) is entered into as of this 10th day of September, 2021 (the ?Effective Date?) by and among Agenus Inc., a Delaware corporation (?Parent?), and MiNK Therapeutics, Inc., a Delaware corporation and a majority owned subsidiary of Parent ( ?Subsidiary?

Intellectual Property Assignment and License Agreement, by and between Agenus Inc. and MiNK Therapeutics, Inc., dated September 10, 2021 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503) filed on September 14, 2021).

Convertible Promissory Note Purchase Agreement, by and between AgenTus Therapeutics, Inc. and Agenus Inc., dated February 11, 2021.

Exhibit 10.4 CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of February 11, 2021 (the “Effective Date”) by and between AgenTus Therapeutics, Inc., a Delaware corporation with offices at 3 Forbes Road, Lexington, MA 02421 (the “Company”), and Agenus Inc., a Delaware corporation with offices at 3 Forbes Road, Lexington

Powers of Attorney (included on signature page)

S-1 Table of Contents As filed with the United States Securities and Exchange Commission on September 13, 2021.

Form of Restricted Stock Award Agreement under the AgenTus Therapeutics, Inc. 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503) filed on September 14, 2021).

Certificate of Incorporation, as amended

EX-3.1 2 d111280dex31.htm EX-3.1 Exhibit 3.1 STATE of DELAWARE CERTIFICATE OF INCORPORATION OF AGENTUS BIOSCIENCES INC. 1. The name of this corporation is AgenTus Biosciences Inc. 2. The registered office of this corporation in the State of Delaware is located at 1209 Orange Street, Wilmington DE 19801 in County of New Castle. The name of its registered agent at such address The Corporation Trust

Restricted Stock Award Agreement between AgenTus Therapeutics, Inc. and Patrick Jordan, dated November 5, 2020.

EX-10.17 15 d111280dex1017.htm EX-10.17 Exhibit 10.17 Name: Patrick Jordan Number of Shares of Restricted Stock: 10,000 Date of Grant: November 5, 2020 Vesting Start Date: NA AGENTUS THERAPEUTICS, INC. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT This agreement (this “Agreement”) evidences the grant of shares of Restricted Stock by AgenTus Therapeutics, Inc. (the “Company”) to the individ

EX-3.3

EX-3.3 3 d111280dex33.htm EX-3.3 Exhibit 3.3 BY-LAWS OF AGENTUS BIOSCIENCES INC. Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1. These by-laws are subject to the certificate of incorporation of the corporation (the “Certificate of Incorporation”). In these by-laws, references to law, the Certificate of Incorporation and by-laws mean the law, the provisions of the Certificate of Incor

Convertible Promissory Note, by and between AgenTus Therapeutics, Inc. and Agenus Inc., dated February 11, 2021.

EX-10.3 6 d111280dex103.htm EX-10.3 Exhibit 10.3 THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REG

Letter Agreement between AgenTus Therapeutics, Inc. and Walter Flamenbaum, M.D., dated November 14, 2019 (Incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 (File No. 333-259503) filed on September 14, 2021).

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CORRESP 1 filename1.htm ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM September 13, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Dillon Hagius / Joe McCann – Legal Nudrat Salik / Daniel Gordon – Accounting Re: MiNK Therapeutics, Inc.

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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM July 28, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Dillon Hagius / Joe McCann – Legal Nudrat Salik / Daniel Gordon – Accounting Re: AgenTus Therapeutics, Inc. (n/k/a MiNK Therapeutics,

As confidentially submitted to the United States Securities and Exchange Commission on July 28, 2021 as Amendment No. 2 to the Confidential Submission dated January 22, 2021.

Table of Contents As confidentially submitted to the United States Securities and Exchange Commission on July 28, 2021 as Amendment No.

As confidentially submitted to the United States Securities and Exchange Commission on March 17, 2021 as Amendment No. 1 to the Confidential Submission dated January 22, 2021.

Table of Contents As confidentially submitted to the United States Securities and Exchange Commission on March 17, 2021 as Amendment No.

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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM March 17, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Dillon Hagius / Joe McCann – Legal Nudrat Salik / Daniel Gordon – Accounting Re: AgenTus Therapeutics, Inc. Draft Registration State

This is a confidential draft submission to the United States Securities and Exchange Commission on January 22, 2021 under the Securities Act of 1933, as amended.

DRS 1 filename1.htm Table of Contents This is a confidential draft submission to the United States Securities and Exchange Commission on January 22, 2021 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AgenTus Therapeutics, Inc. (Exact name of