inkt-10q_20220630.htm

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

☐	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.

(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.)
149 Fifth Avenue Suite 500 New York, NY	10010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 212-994-8250

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

INKT

Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2022, the registrant had 33,775,073 shares of common stock, $0.00001 par value per share, outstanding.

Table of Contents

		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2022 and 2021	2
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2022 and 2021	3
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	5
	Notes to Unaudited Interim Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16

PART II.	OTHER INFORMATION	17

Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 6.	Exhibits	18
	Signatures	19

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

MINK THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2022			December 31, 2021
ASSETS
Cash and cash equivalents	$	29,846,915		$	38,888,828
Prepaid expenses		104,400			1,761
Other current assets		378,125			744,321
Total current assets		30,329,440			39,634,910
Equipment, net of accumulated depreciation of $213,610 and $168,605 at June 30, 2022 and December 31, 2021, respectively		787,541			606,595
Total assets	$	31,116,981		$	40,241,505
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	4,790,598		$	2,995,645
Accrued liabilities		2,844,792			1,763,688
Other current liabilities		2,196,962			5,760,609
Due to related parties		7,594,791			5,945,094
Total current liabilities		17,427,143			16,465,036
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common stock, par value $0.00001 per share; 150,000,000 shares authorized; 33,669,694 and 33,476,523 shares issued at June 30, 2022 and December 31, 2021, respectively		337			335
Additional paid-in capital		109,230,018			107,349,265
Accumulated other comprehensive income (loss)		1,297,188			(625,269	)
Accumulated deficit		(96,837,705	)		(82,947,862	)
Total stockholders’ equity		13,689,838			23,776,469
Total liabilities and stockholders’ equity	$	31,116,981		$	40,241,505

See accompanying notes to unaudited condensed consolidated financial statements.

MINK THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Operating expenses:
Research and development	$	5,876,092		$	3,584,611		$	11,153,427		$	6,682,322
General and administrative		1,822,339			867,896			3,919,293			1,462,877
Change in fair value of convertible affiliated note		—			1,159,873			—			475,437
Operating loss		(7,698,431	)		(5,612,380	)		(15,072,720	)		(8,620,636	)
Other income (expense), net:
Interest income (expense), net		26,377			(805,049	)		25,529			(1,548,744	)
Other income (expense), net		1,559,312			82,267			1,157,348			(11,976	)
Net loss	$	(6,112,742	)	$	(6,335,162	)	$	(13,889,843	)	$	(10,181,356	)
Per common share data:
Basic and diluted net loss per common share	$	(0.18	)	$	(0.26	)	$	(0.41	)	$	(0.42	)
Weighted average number of common shares outstanding		33,619,449			24,177,315			33,562,278			24,177,315
Other comprehensive income (loss):
Foreign currency translation gain (loss)	$	1,399,686		$	(165,714	)	$	1,922,457		$	187,591
Comprehensive loss	$	(4,713,056	)	$	(6,500,876	)	$	(11,967,386	)	$	(9,993,765	)

See accompanying notes to unaudited condensed consolidated financial statements.

MINK THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Common Stock						Treasury Stock				Accumulated
	Number of Shares		Par Value		Additional Paid-In Capital		Number of Shares		Par Value		Other Comprehensive Income (Loss)			Accumulated Deficit			Total
Balance at December 31, 2021		33,476,523	$	335	$	107,349,265		—	$	—	$	(625,269	)	$	(82,947,862	)		23,776,469
Net loss		—		—		—		—		—		—			(7,777,101	)		(7,777,101	)
Other comprehensive income		—		—		—		—		—		522,771			—			522,771
Option exercises		84,391		1		688		—		—		—			—			689
Grant and recognition of stock options		—		—		741,773		—		—		—			—			741,773
Recognition of parent stock options		—		—		43,733		—		—		—			—			43,733
Balance at March 31, 2022		33,560,914	$	336	$	108,135,459		—	$	—	$	(102,498	)	$	(90,724,963	)	$	17,308,334
Net loss		—		—		—		—		—		—			(6,112,742	)		(6,112,742	)
Other comprehensive income		—		—		—		—		—		1,399,686			—			1,399,686
Grant and recognition of stock options		—		—		796,924		—		—		—			—			796,924
Recognition of parent stock options		—