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 September 30, 2024


☐	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 November 8, 2024, the registrant had 39,549,975 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 September 30, 2024 and December 31, 2023	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023	2
	Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	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	19
Item 4.	Controls and Procedures	19

PART II.	OTHER INFORMATION	20

Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
	Signatures	22

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

MINK THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30, 2024			December 31, 2023
ASSETS
Cash and cash equivalents	$	6,328,239		$	3,367,229
Prepaid expenses		235,786			53,111
Other current assets		11,195			177,964
Total current assets		6,575,220			3,598,304
Equipment, net of accumulated depreciation of $476,741 and $495,638 at September 30, 2024 and December 31, 2023, respectively		799,522			953,977
Total assets	$	7,374,742		$	4,552,281
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable	$	2,361,175		$	3,911,973
Accrued liabilities		2,645,494			5,037,361
Other current liabilities		2,392,324			2,453,251
Total current liabilities		7,398,993			11,402,585
Related party note		4,611,644			—
Other long-term liabilities		2,942			48,072
Due to related parties		12,915,252			11,157,073
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.00001 per share; 150,000,000 shares authorized; 39,549,975 and 34,599,119 shares issued at September 30, 2024 and December 31, 2023, respectively		395			346
Additional paid-in capital		124,836,985			115,772,085
Accumulated other comprehensive loss		(672,838	)		(430,947	)
Accumulated deficit		(141,718,631	)		(133,396,933	)
Total stockholders’ deficit		(17,554,089	)		(18,055,449	)
Total liabilities and stockholders’ deficit	$	7,374,742		$	4,552,281

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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating expenses:
Research and development	$	540,638		$	3,427,373		$	4,929,993		$	12,179,365
General and administrative		1,163,033			1,796,188			3,505,260			5,241,636
Change in fair value of related party note		180,941			—			350,355			—
Operating loss		(1,884,612	)		(5,223,561	)		(8,785,608	)		(17,421,001	)
Other income, net:
Interest income, net		78,015			107,287			132,995			421,731
Other income, net		—			8			330,915			8
Net loss	$	(1,806,597	)	$	(5,116,266	)	$	(8,321,698	)	$	(16,999,262	)
Per common share data:
Basic and diluted net loss per common share	$	(0.05	)	$	(0.15	)	$	(0.22	)	$	(0.50	)
Weighted average number of common shares outstanding		39,533,702			34,497,595			37,115,072			34,293,137
Other comprehensive income (loss):
Foreign currency translation gain (loss)	$	(61,463	)	$	88,623		$	(241,891	)	$	(20,720	)
Comprehensive loss	$	(1,868,060	)	$	(5,027,643	)	$	(8,563,589	)	$	(17,019,982	)

See accompanying notes to unaudited condensed consolidated financial statements.

MINK THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ 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, 2023		34,599,119	$	346	$	115,772,085			—	$	—	$	(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 (Note 8)		—		—		792,878			—		—		—			—			792,878
Exercise of stock options and employee share purchases		22,851		—		6,896			—		—		—			—			6,896
Vesting of nonvested shares		77,086		1		(1	)		—		—		—			—			—
Grant and recognition of stock options		—		—		697,563			—		—		—			—			697,563
Recognition of parent stock options		—		—		27,033			—		—		—			—			27,033
Balance at March 31, 2024

SEC Form 10-Q filed by MiNK Therapeutics Inc.