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


☐	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 May 12, 2025, the registrant had 3,985,657 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 March 31, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024	2
	Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	5
	Notes to Unaudited Interim Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18

PART II.	OTHER INFORMATION	19

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	21

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

MINK THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31, 2025			December 31, 2024
ASSETS
Cash and cash equivalents	$	3,234,899		$	4,577,040
Prepaid expenses		236,203			246,600
Other current assets		108,711			164,244
Total current assets		3,579,813			4,987,884
Equipment, net of accumulated depreciation of $578,544 and $524,639 at March 31, 2025 and December 31, 2024, respectively		687,500			732,929
Total assets	$	4,267,313		$	5,720,813
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable	$	2,661,195		$	2,728,212
Accrued liabilities		1,971,023			1,873,561
Related party note		5,117,534			—
Other current liabilities		2,370,315			2,357,903
Total current liabilities		12,120,067			6,959,676
Related party note		—			4,924,612
Due to related parties		13,939,025			13,422,407
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.00001 per share; 150,000,000 shares authorized; 3,965,597 and 3,963,045 shares issued at March 31, 2025 and December 31, 2024, respectively		40			40
Additional paid-in capital		125,819,054			125,227,389
Accumulated other comprehensive loss		(662,441	)		(631,576	)
Accumulated deficit		(146,948,432	)		(144,181,735	)
Total stockholders’ deficit		(21,791,779	)		(19,585,882	)
Total liabilities and stockholders’ deficit	$	4,267,313		$	5,720,813

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 March 31,
	2025			2024
Operating expenses:
Research and development	$	1,261,902		$	2,549,482
General and administrative		1,270,863			1,280,432
Change in fair value of related party note		167,922			—
Operating loss		(2,700,687	)		(3,829,914	)
Other income (expense), net:
Interest income, net		13,517			16,619
Other expense, net		(79,527	)		—
Net loss	$	(2,766,697	)	$	(3,813,295	)
Per common share data:
Basic and diluted net loss per common share	$	(0.70	)	$	(1.10	)
Weighted average number of common shares outstanding		3,964,982			3,464,292
Other comprehensive income (loss):
Foreign currency translation gain (loss)	$	(30,865	)	$	45,167
Comprehensive loss	$	(2,797,562	)	$	(3,768,128	)

See accompanying notes to unaudited condensed consolidated financial statements.

MINK THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)


	Common Stock							Accumulated
	Number of Shares			Par Value		Additional Paid-In Capital		Other Comprehensive Income (Loss)			Accumulated Deficit			Total
Balance at December 31, 2024		3,963,045		$	40	$	125,227,389	$	(631,576	)	$	(144,181,735	)		(19,585,882	)
Net loss		—			—		—		—			(2,766,697	)		(2,766,697	)
Other comprehensive loss		—			—		—		(30,865	)		—			(30,865	)
Issuance of shares for services		2,500			—		22,000		—			—			22,000
Share retirement		(45	)		—		—		—			—			—
Employee share purchases		97			—		576		—			—			576
Grant and recognition of stock options		—			—		563,207		—			—			563,207
Recognition of parent stock options		—			—		5,882		—			—			5,882
Balance at March 31, 2025		3,965,597		$	40	$	125,819,054	$	(662,441	)	$	(146,948,432	)	$	(21,791,779	)

MINK THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)


	Common Stock						Accumulated
	Number of Shares		Par Value		Additional Paid-In Capital		Other Comprehensive Income (Loss)			Accumulated Deficit			Total
Balance at December 31, 2023		3,459,910	$	35	$	115,772,396	$	(430,947	)	$	(133,396,933	)	$	(18,055,449	)
Net loss		—		—		—		—			(3,813,295	)		(3,813,295	)
Other comprehensive income		—		—		—		45,167			—			45,167
Issuance of related party note		—		—		792,878		—			—			792,878
Exercise of stock options and employee share purchases		2,285		—		6,896		—			—			6,896
Vesting of nonvested shares		7,708		—		—		—			—			—
Grant and recognition of stock options		—		—		697,563		—			—			697,563
Recognition of parent stock options		—		—		27,033		—			—			27,033
Balance at March 31, 2024		3,469,903	$	35	$	117,296,766	$	(385,780	)	$	(137,210,228	)	$	(20,299,207	)

See accompanying notes to unaudited condensed consolidated financial statements.

MINK THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(2,766,697	)	$	(3,813,295	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		50,765			53,831
Share-based compensation		591,089			592,006
Change in fair value of related party note		167,922			—
Interest accrued on related party note		25,000			4,444
Changes in operating assets and liabilities:
Prepaid expenses		10,397			(6,349	)
Accounts payable		(68,606	)		(424,439	)
Accrued liabilities and other current liabilities		101,171			324,451
Other operating assets and liabilities		548,083			727,144
Net cash used in operating activities		(1,340,876	)		(2,542,207	)
Cash flows from financing activities:
Proceeds from issuance of related party note		—			5,000,000
Proceeds from employee stock purchases and option exercises		576			6,896
Net cash provided by financing activities		576			5,006,896
Effect of exchange rate changes on cash		(1,841	)		(14,838	)
Net increase (decrease) in cash and cash equivalents		(1,342,141	)		2,449,851
Cash and cash equivalents, beginning of period		4,577,040			3,367,229
Cash and cash equivalents, end of period	$	3,234,899		$	5,817,080
Supplemental cash flow information:
Cash paid for interest	$	3,680		$	5,116
Supplemental disclosures - non-cash activities:
Issuance of stock options for payment of certain employee bonuses	$	—		$	132,590
Issuance of related party note		—			792,878

See accompanying notes to unaudited condensed consolidated financial statements.

MINK THERAPEUTICS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Business and Liquidity

MiNK Therapeutics, Inc. (“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. iNKT cells offer distinct therapeutic advantages as a platform for allogeneic therapy in that the cells naturally home to tissues, aid clearance of tumors and infected cells, and suppress graft-versus-host-disease. MiNK’s proprietary platform is designed to facilitate scalable and reproducible manufacturing for off-the-shelf delivery. As such, the Company believes that its approach represents a highly versatile application for therapeutic development in cancer and immune diseases. MiNK is leveraging its platform and manufacturing capabilities to develop a wholly owned or exclusively licensed pipeline of both native and engineered iNKT cells.

Since its inception in 2017, MiNK has incurred losses and expects to continue incurring operating losses and negative cash flows in the future until it is able to generate sales and profits. As of March 31, 2025, MiNK had an accumulated deficit of $146.9 million and cash and cash equivalents of $3.2 million. MiNK believes that its cash and cash equivalents balance, plus anticipated funding, will be sufficient to satisfy its liquidity requirements for more than one year from when these financial statements were issued. Because the completion of anticipated funding is not entirely within the Company’s control, the Company is required to disclose that substantial doubt exists about its ability to continue as a going concern for a period of one year after the date of filing of this Quarterly Report on Form 10-Q. The financial statements have been prepared on a basis that assumes MiNK will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management continually monitors MiNK's liquidity position and adjusts spending as needed in order to preserve liquidity. To support its liquidity requirements the Company will require additional funding. Potential sources of additional funding for the Company include: (1) seeking strategic partnerships and collaborations, as well as out-licensing opportunities, for the Company's portfolio programs and product candidates, (2) exploring avenues for securing non-dilutive financing, such as grants, collaborations, and providing fee-based services to strengthen the Company's balance sheet, and (3) potential of equity or debt financing options.

MiNK’s product candidates are in various stages of development and additional expenditures will be required if the Company starts new trials, encounters delays in its programs, applies for regulatory approvals, continues development of its technologies, expands its operations, and/or brings its product candidates to market. The eventual total cost of each clinical trial is dependent on a number of factors such as trial design, length of the trial, number of clinical sites, and number of patients. The process of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive, and uncertain. Because all of the Company’s programs are at an early stage of clinical development, the Company is unable to reliably estimate the cost of completing its research and development programs or the timing for bringing such programs to various markets or substantial partnering or out-licensing arrangements, and, therefore, when, if ever, material cash inflows are likely to commence.

(2) Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 18, 2025. Since the date of those financial statements there have been no changes to the Company’s significant accounting policies.

Financial Statement Preparation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of the Company’s management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of the Company’s financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Operating results for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date

of the financial statements and the reported amount of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that it believes to be reasonable under the circumstances. Actual results could differ materially from those estimates.

For the Company’s foreign subsidiaries, the local currency is the functional currency. Assets and liabilities of its foreign subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while expenses are translated into U.S. 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 income (loss) in total stockholders’ deficit.

On January 17, 2025, MiNK executed a reverse stock split of its issued and outstanding common stock, par value $0.00001, at a ratio of 1-for-10 with a record date of January 28, 2025 (the “Reverse Stock Split”). All common share, per share and related information included in the accompanying financial statements and footnote disclosures have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. See Note 9 for further details.

(3) Net Loss Per Share

Basic loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding. Diluted loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding plus the dilutive effect of outstanding instruments such as stock options. 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, 2025 and 2024, as they would be anti-dilutive:


	Three Months Ended March 31,
	2025		2024
Stock options		884,371		824,677
Non-vested shares		89,676		78,189

(4) Cash and Cash Equivalents

Cash equivalents consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025				December 31, 2024
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Institutional money market funds	$	2,753	$	2,753	$	4,212	$	4,212

(5) Accrued and Other Current Liabilities

Accrued liabilities consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025		December 31, 2024
Payroll	$	861	$	718
Professional fees		429		374
Research services		348		191
Contract manufacturing costs		333		591
Total	$	1,971	$	1,874

Other current liabilities of $2.3 million as of both March 31, 2025 and December 31, 2024, represent the advance received under the Company’s research and development agreement with the Belgium Walloon Region Government (“Walloon Region”). In 2022, the Company received notice that the Walloon Region had obtained a default judgment seeking repayment of approximately $2.3 million of the advance based upon the Company allegedly not providing required notification that research and operations in the region were discontinued.

(6) Share-based Compensation Plans

The Company primarily uses the Black-Scholes option pricing model to value options granted to employees and non-employees, as well as options granted to members of the Company’s Board of Directors. 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, 2025 is presented below:


	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2024		895,002	$	17.70
Granted		—		—
Exercised		—		—
Forfeited		(10,580