Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: (a) Recent Sales of Unregistered Equity Securities
−Removed: 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.
−Removed: 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.
−Removed: Appropriate legends were affixed to the securities issued in these transactions.
−Removed: (b) Use of Proceeds
+Added: 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.
7 unchanged sentences
Incorporation acted as co-managers of our initial public offering.
−Removed: We received net proceeds of approximately $42.8 million after deducting underwriting discounts and commissions.
+Added: We received net proceeds of approximately $39.8 million after deducting underwriting discounts and commissions and other offering expenses.
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.
+Added: As of March 31, 2022, we had used approximately $5.1 of the net proceeds from our initial public offering for the development of AGENT-797 and working capital and other general corporate purposes.
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.
−Removed: Intellectual Property Assignment and License Agreement, by and between Agenus Inc.
−Removed: and MiNK Therapeutics, Inc., dated September 10, 2021.
−Removed: Filed as Exhibit 10.1 to our Amended Registration Statement on Form S-1 (File No.
−Removed: 333-259503) filed on October 12, 2021 and incorporated herein by reference.
−Removed: Intercompany General & Administrative Services Agreement, by and between Agenus Inc.
−Removed: and MiNK Therapeutics, Inc., dated September 10, 2021.
−Removed: Filed as Exhibit 10.2 to our Amended Registration Statement on Form S-1 (File No.
−Removed: 333-259503) filed on October 12, 2021 and incorporated herein by reference.
−Removed: Amendment to Convertible Promissory Note, by and between MiNK Therapeutics, Inc.
−Removed: and Agenus Inc., dated September 29, 2021.
−Removed: Filed as Exhibit 10.4 to our Amended Registration Statement on Form S-1 (File No.
−Removed: 333-259503) filed on October 12, 2021 and incorporated herein by reference.
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.
12 unchanged sentences
MiNK Therapeutics, Inc.
−Removed: November 29, 2021
/s/ Jennifer S.
President and Chief Executive Officer (Principal Executive Officer)
−Removed: November 29, 2021
/s/ Christine M.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.