MiNK Therapeutics, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. (a) Recent Sales of Unregistered Equity Securities From July 1, 2021 through September 30, 2021, pursuant the terms of our 2018 Equity Incentive Plan, we granted to our employees and directors stock option awards to purchase up to an aggregate of 107,803 shares of our common stock, at an exercise price of $3.03 per share and 695,750 restricted stock units. The offers, sales and issuances of these securities were deemed to be exempt from registration under Rule 701 promulgated under the Securities Act (Rule 701) in that the transactions were by an issuer not involving any public offering or under Section 4(a)(2) of the Securities Act or under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. Appropriate legends were affixed to the securities issued in these transactions. (b) Use of Proceeds On October 19, 2021, we closed the initial public offering of our common stock pursuant to which we issued and sold 3,333,334 shares of our common stock at a price to the public of $12.00 per share for aggregate gross proceeds of approximately $40.0 million, before deducting underwriting discounts and commissions and offering expenses payable by us. On November 3, 2021, we sold an additional 500,000 shares of our common stock pursuant to the underwriters’ option to purchase additional shares in the initial public offering at the public offering price for an additional $6.0 million in gross proceeds. All of the shares issued and sold in the initial public offering were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333-259503), which was declared effective by the SEC on October 14, 2021. Evercore Group L.L.C and William Blair & Company, L.L.C. acted as joint book-running managers and B. Riley Securities, Inc. and Robert W. Baird & Co. Incorporation acted as co-managers of our initial public offering. We received net proceeds of approximately $42.8 million after deducting underwriting discounts and commissions. None of the underwriting discounts and commissions or offering expenses were incurred or paid to directors or officers of ours or their associates or to persons owning 10 percent or more of our common stock or to any of our affiliates. There has been no material change in our planned use of the net proceeds from the offering as described in our Registration Statement on Form S-1. 61 Item 6. Exhibits. Exhibit Number Description 10.1 Intellectual Property Assignment and License Agreement, by and between Agenus Inc. and MiNK Therapeutics, Inc., dated September 10, 2021. Filed as Exhibit 10.1 to our Amended Registration Statement on Form S-1 (File No. 333-259503) filed on October 12, 2021 and incorporated herein by reference. 10.2 Intercompany General & Administrative Services Agreement, by and between Agenus Inc. and MiNK Therapeutics, Inc., dated September 10, 2021. Filed as Exhibit 10.2 to our Amended Registration Statement on Form S-1 (File No. 333-259503) filed on October 12, 2021 and incorporated herein by reference. 10.3 Amendment to Convertible Promissory Note, by and between MiNK Therapeutics, Inc. and Agenus Inc., dated September 29, 2021. Filed as Exhibit 10.4 to our Amended Registration Statement on Form S-1 (File No. 333-259503) filed on October 12, 2021 and incorporated herein by reference. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 62 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MiNK Therapeutics, Inc. Date: November 29, 2021 By: /s/ Jennifer S. Buell, Ph.D. Jennifer S. Buell, Ph.D. President and Chief Executive Officer (Principal Executive Officer) Date: November 29, 2021 By: /s/ Christine M. Klaskin Christine M. Klaskin Treasurer (Principal Financial Officer and Principal Accounting Officer) 63