What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-15 compared with 2022-05-13 · 83 added, 54 removed, 171 unchanged (44% of the section changed)

8 unchanged sentences

Equipment, net of accumulated depreciation of $ 213,610 and $ 168,605 at

March 31, 2022 and December 31, 2021, respectively

June 30, 2022 and December 31, 2021, respectively

LIABILITIES AND STOCKHOLDERS’ EQUITY

8 unchanged sentences

150,000,000 shares authorized;

33,560,914 and 33,476,523 shares issued at March 31, 2022

33,669,694 and 33,476,523 shares issued at June 30, 2022

and December 31, 2021, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Accumulated deficit

6 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

3 unchanged sentences

Operating loss

Other expense, net:

Interest expense, net

Other expense, net

Other income (expense), net:

Interest income (expense), net

Other income (expense), net

Per common share data:

1 unchanged sentence

Weighted average number of common shares outstanding

Other comprehensive income:

Foreign currency translation gain

Other comprehensive income (loss):

Foreign currency translation gain (loss)

Comprehensive loss

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Treasury Stock

Comprehensive

6 unchanged sentences

Balance at March 31, 2022

Other comprehensive income

Grant and recognition of stock options

Recognition of parent stock options

Option exercises

Forfeiture of restricted stock

Issuance of shares for employee bonuses

Retirement of treasury shares

Balance at June 30, 2022

MINK THERAPEUTICS, INC.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Treasury Stock

Comprehensive

5 unchanged sentences

Balance at March 31, 2021

Other comprehensive loss

Grant and recognition of stock options

Recognition of parent stock options

Balance at June 30, 2021

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

1 unchanged sentence

Share-based compensation

Gain on partial forgiveness of liability

Interest accrued on convertible affiliated note

3 unchanged sentences

Accounts payable

Accrued liabilities and other current liabilities

Accrued liabilities

Other operating assets and liabilities

5 unchanged sentences

Proceeds from option exercises

Purchase of treasury shares to satisfy tax withholdings

Proceeds from issuance of convertible affiliated note

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash

6 unchanged sentences

Purchases of plant and equipment in accounts payable and accrued liabilities

Issuance of common stock, $ 0.00001 par value, for payment of employee bonuses

See accompanying notes to unaudited condensed consolidated financial statements.

4 unchanged sentences

MiNK Therapeutics, Inc.

(“MiNK” or the “Company”) is 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 diseases.

(“MiNK” or the “Company”) is a clinical stage biopharmaceutical company pioneering the discovery, development and manufacturing of allogeneic, off-the-shelf, invariant natural killer T (“iNKT”) cell therapies to treat cancer and other immune-mediated diseases.

iNKT cells are a distinct T cell population that combine durable memory responses with the rapid cytolytic features of natural killer cells.

5 unchanged sentences

(“Agenus”), its parent company.

The Company has incurred losses since inception and, as of March 31, 2022, had an accumulated deficit of $ 90.7 million.

The Company has incurred losses since inception and, as of June 30, 2022, had an accumulated deficit of $ 96.8 million.

MiNK expects to continue incurring operating losses and negative cash flows for the foreseeable future.

Based on the Company’s current plans and projections, MiNK believes its cash and cash equivalents balance as of March 31, 2022 of $ 34.7 million will be sufficient to satisfy its liquidity requirements for more than one year from when these financial statements were issued.

Management continually addresses the Company’s liquidity position and adjusts spending as needed in order to preserve liquidity.

Based on the Company’s current plans and projections, MiNK believes its cash and cash equivalents balance as of June 30, 2022 of $ 29.8 million will be sufficient to satisfy its liquidity requirements for more than one year from when these financial statements were issued.

Management continually monitors the Company’s liquidity position and adjusts spending as needed in order to preserve liquidity.

The Company’s future liquidity needs will be determined primarily by the success of its operations with respect to the progression of the Company’s product candidates and key development and regulatory events in the future.

15 unchanged sentences

All significant intercompany transactions and accounts have been eliminated in consolidation.

Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

Operating results for the six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

The preparation of consolidated financial statements in conformity with U.S.

6 unchanged sentences

dollars using average exchange rates during the period.

The cumulative translation adjustment resulting from changes in exchange rates are included in the condensed consolidated balance sheets as a component of accumulated other comprehensive loss in total stockholders’ deficit.

(3) Net Loss Per Share

2 unchanged sentences

Because the Company reported a net loss for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share.

Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of March 31, 2022 and 2021, as they would be anti-dilutive:

Three Months Ended March 31,

Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of June 30, 2022 and 2021, as they would be anti-dilutive:

Six Months Ended June 30,

Stock options

1 unchanged sentence

(4) Investments

Cash equivalents consisted of the following as of March 31, 2022 (in thousands):

March 31, 2022

Cash equivalents consisted of the following as of June 30, 2022 (in thousands):

June 30, 2022

Estimated Fair Value

1 unchanged sentence

(5) Accrued and Other Current Liabilities

Accrued liabilities consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):

Accrued liabilities consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands):

Professional fees

Contract manufacturing costs

Research services

Other current liabilities of $ 5.2 million and $ 5.3 million as of March 31, 2022 and December 31, 2021, respectively, represent the repayable advance received under the Company’s research and development agreement with the Belgium Walloon Region Government.

During 2020, the Company discontinued research efforts related to this program and is evaluating its options in accordance with the terms of the agreement.

Other current liabilities of $ 2.2 million and $ 5.3 million as of June 30, 2022 and December 31, 2021, respectively, represent the advance received under the Company’s research and development agreement with the Belgium Walloon Region Government (“Walloon Region”).

The Company received notice that the Walloon Region had obtained a default judgment seeking repayment of approximately $ 2.2 million of the advance based upon the Company allegedly not providing required notification that research and operations in the region were discontinued.

The Company reduced the recorded liability from the prior total of all amounts received under the advance from the Walloon Region, and recorded a gain of approximately $ 2.7 million in “other income (expense), net” on its condensed consolidated statement of operations for the period ended June 30, 2022.

The Company continues to evaluate its options to resolve the dispute relating to the remaining outstanding liability.

(6) Share-based Compensation Plans

1 unchanged sentence

All stock option grants have 10-year terms and generally vest ratably over a 3 or 4-year period.

A summary of option activity for the three-month period ended March 31, 2022 is presented below:

A summary of option activity for the six-month period ended June 30, 2022 is presented below:

Outstanding at December 31, 2021

Outstanding at March 31, 2022

Vested or expected to vest at March 31, 2022

Exercisable at March 31, 2022

The weighted average grant-date fair values of options granted during the three-month period ended March 31, 2022, was $ 2.15 .

During the three-month period ended March 31, 2022, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date.

As of March 31, 2022, there was $ 6.4 million of unrecognized share-based compensation expense related to these stock options which, if all milestones are achieved, will be recognized over a weighted average period of 3.1 years.

A summary of non-vested stock activity for the three-month period ended March 31, 2022 is presented below:

Outstanding at June 30, 2022

Vested or expected to vest at June 30, 2022

Exercisable at June 30, 2022

The weighted average grant-date fair values of options granted during the six-month period ended June 30, 2022, was $ 2.15 .

During the six-month period ended June 30, 2022, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date.

As of June 30, 2022, there was $ 5.8 million of unrecognized share-based compensation expense related to these stock options which, if all milestones are achieved, will be recognized over a weighted average period of 2.9 years.

A summary of non-vested stock activity for the six-month period ended June 30, 2022 is presented below:

Outstanding at December 31, 2021

Outstanding at March 31, 2022

As of March 31, 2022, there was $ 1.6 million of unrecognized share-based compensation expense related to these non-vested shares which will be recognized over a weighted average period of 1.5 years.

Outstanding at June 30, 2022

As of June 30, 2022, there was $ 1.3 million of unrecognized share-based compensation expense related to these non-vested shares which will be recognized over a weighted average period of 1.2 years.

Stock based compensation expense also includes expense related to awards to employees of the Company from the Agenus 2019 Equity Incentive Plan.

The impact on the Company’s results of operations from share-based compensation for the three months ended March 31, 2022 and 2021, was as follows:

The impact on the Company’s results of operations from share-based compensation for the three and six months ended June 30, 2022 and 2021, was as follows:

Three Months Ended

Six Months Ended

Research and development

5 unchanged sentences

The Company’s consolidated financial statements reflect all costs of doing business related to these operations.

In September 2021, the Company entered into an Intellectual Property Assignment and License Agreement with Agenus (the “New Assignment and License Agreement”), upon which the prior intercompany agreement between Agenus and MiNK was terminated.

Pursuant to the New Assignment and License Agreement, Agenus assigned to the Company certain patent rights and

know-how related to its iNKT product candidates and other patents and know-how related to its business.

Pursuant to the New Assignment and License Agreement, Agenus assigned to the Company certain patent rights and know-how related to its iNKT cell platform, product candidates and other patents and know-how related to its business.

In addition to the patent rights assigned to the Company by Agenus, the Company also received an exclusive, royalty-free, sublicensable license to research, develop, manufacture and commercialize certain licensed technology in the field.

7 unchanged sentences

Either party may terminate if they believe there has been a material breach which has not been cured within 90 days (or 45 days for breach of payment obligations) of receiving such notice.

In September 2021, the Company entered into an Intercompany General & Administrative Services Agreement with Agenus (the “New Intercompany Services Agreement”).

Pursuant to the New Intercompany Services Agreement, Agenus provides MiNK with administrative support, including, without limitation, financial, legal, information technology and human resources administrative support and non-administrative services as may be agreed to between the parties from time to time.

Agenus provides the services under the New Intercompany Services Agreement on a cost-plus basis and the Company is required to pay 105 % of Agenus’ costs.

Under the New Intercompany Services Agreement, the Company is also entitled to use Agenus’ business offices and laboratory space and equipment in exchange for the Company contributing a proportionate payment for the use of such facilities and equipment.

Either party may terminate the New Intercompany Services Agreement upon 30 days’ prior written notice.

Allocated Agenus services primarily include payroll related expenses, facility costs and stock-based compensation and are included in the accompanying financial statements based on certain estimates and allocations.

The allocation methods primarily include time devoted to activities and headcount-based allocations.

Agenus business services and occupancy costs are allocated to the Company based on the Company’s headcount as a percentage of Agenus’.

Under the prior intercompany services agreement between Agenus and MiNK, research services were charged between the entities based on hours spent on specific projects applied to hourly wage rates.

Effective April 1, 2022, the Company entered into an Amended and Restated Intercompany Services Agreement (the “New Intercompany Agreement”) with Agenus, which amended and restated the Intercompany General & Administrative Agreement between the Company and Agenus dated September 10, 2021 (the “Prior Intercompany Agreement”).

Under the New Intercompany Agreement, Agenus provides the Company with certain general and administrative support, including, without limitation, financial, facilities management, human resources and information technology administrative support (the “Agenus Services”), and the Company and Agenus provide each other with certain research and development services (the “R&D Services”) and other support services, including legal and regulatory support (the “Shared Services”).

The Company is required to pay 10 % of Agenus’ costs related to the Agenus Services, and the costs of R&D Services are based upon pass-through costs related to such services plus an allocation of the costs of the employees performing the services.

No payment will be due from either party for the Shared Services, provided that the services provided by each party are proportional in scope and volume.

The Company is also entitled to use Agenus’ business offices and laboratory space and equipment in exchange for the Company contributing a proportionate payment for the use of such facilities and equipment, and the Company will be covered by certain Agenus insurance policies, subject to certain conditions, including the Company paying the cost of such coverage.

Either party may terminate the New Intercompany Agreement upon 60 days’ prior written notice and individual services upon 30 days’ prior written notice.

Allocated Agenus services primarily include payroll related expenses, facility costs, insurance and stock-based compensation, and are included in the accompanying financial statements based on certain estimates and allocations described above.

Under the Prior Intercompany Agreement, the allocation methods primarily included time devoted to activities and headcount-based allocations.

Agenus business services and occupancy costs were allocated to the Company based on the Company’s headcount as a percentage of Agenus’ and the Company was required to pay 105 % of Agenus’ costs for these business services and occupancy costs.

Research services were charged between the entities based on hours recorded by Agenus employees as time spent on specific projects, applied to hourly wage rates, and the Company paid 110 % of Agenus’ costs for these research services.

As such, these allocations may not be indicative of the actual amounts that would have been recorded had the Company operated as an independent, publicly traded company for the periods presented.

Allocation of Agenus services, net of approximately $ 856,000 and $ 250,000 for the three months ended March 31, 2022 and 2021, respectively, is included in Operating expenses in the Company’s statement of operations and Due to related parties in the Company’s condensed consolidated balance sheet.

Allocation of Agenus services, net of approximately $ 470,000 and $ 937,000 for the three months ended June 30, 2022 and 2021, respectively, and $ 1.3 million and $ 1.2 million for the six months ended June 30, 2022 and 2021, respectively, is included in “Operating expenses” in the Company’s statement of operations and “Due to related parties” in the Company’s condensed consolidated balance sheet.

Effective April 12, 2022, the Company entered into a Master Services Agreement with Atlant Clinical Ltd.

(“Atlant”), a subsidiary of Agenus, to provide clinical trial support services to the Company, including an eTMF platform, medical monitoring and data manager services.

The Company’s Audit and Finance Committee approved the engagement under its related-party transactions policy for up to $ 250,000 in services.

These services are expected to be completed over the remainder of 2022.

As of June 30, 2022, the Company had entered into work orders with Atlant totaling approximately $ 155,000 , plus out of pocket expenses which are to pass through to Company at cost.

For the three and six months ended June 30, 2022, approximately $ 37,000 related to these services is included in “Research and development” expense in the Company’s condensed consolidated statements of operations.

In February 2021, the Company entered into a fifth Convertible Promissory Note (the “Note”) with Agenus with terms identical to the convertible promissory note, as amended, issued to Agenus on April 1, 2019, increasing the amount of borrowing capacity to up to $ 50.0 million and extending the maturity to July 1, 2022.

In September 2021, the Company entered into an amendment to the convertible promissory note with Agenus to provide, among other things, that the Note would automatically convert into the Company’s common stock upon the completion of the Company’s IPO.

In September 2021, the Company entered into an amendment to the

convertible promissory note with Agenus to provide, among other things, that the Note would automatically convert into the Company’s common stock upon the completion of the IPO .

In accordance with the terms of the Note, interest was computed on the basis of a 360-day year at 8 % and accrued but was not payable until converted or paid.

The Note was automatically converted, at a rate equal to the quotient obtained by dividing (i) the amount due on the date of conversion by (ii) 80 % of the per share price of the Company’s common stock sold in the Company’s IPO, into 5,451,958 shares of the Company’s common stock upon completion of the IPO in October 2021, and was not outstanding at March 31, 2022.

The Note was automatically converted, at a rate equal to the quotient obtained by dividing (i) the amount due on the date of conversion by (ii) 80 % of the per share price of the Company’s common stock sold in the IPO, into 5,451,958 shares of the Company’s common stock upon completion of the IPO in October 2021, and was not outstanding at June 30, 2022.

(8) Fair Value Measurement

The Company measured the Note at fair value.

In connection with the Company’s IPO, the Note was automatically converted into 5,451,958 shares of the Company’s common stock and was not outstanding as of March 31, 2022.

The fair value of the Note at March 31, 2021 was $ 46.2 million, based on the Level 2 valuation hierarchy of the fair value measurements standard using a scenario based present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date.

The impact of the change in the fair value for the three months ended March 31, 2021 was $ 684,000 .

In connection with the IPO, the Note was automatically converted into 5,451,958 shares of the Company’s common stock and was not outstanding as of June 30, 2022.

The fair value of the Note at June 30, 2021 was $ 52.5 million, based on the Level 2 valuation hierarchy of the fair value measurements standard using a scenario based present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date.

The impact of the change in the fair value for the six months ended June 30, 2021 was $ 475,000 .

(9) Contingencies

2 unchanged sentences

(10) Recent Accounting Pronouncements

No new accounting pronouncement issued or effective during the three months ended March 31, 2022 had or is expected to have a material impact on the Company’s consolidated financial statements or disclosures.

No new accounting pronouncement issued or effective during the six months ended June 30, 2022 had or is expected to have a material impact on the Company’s consolidated financial statements or disclosures.

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.

What changed 10-Q

Item 1. Financial Statements