SEC Form SC 13G filed by MiNK Therapeutics Inc.
CUSIP No. 603693102
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. __)*
MiNK Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
603693102
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 603693102
| 1. |
NAME OF REPORTING PERSON
Garo H. Armen | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,616,882* | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,616,882 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,616,882 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.82%** | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| * | As of December 31, 2021. Includes (i) 1,866,400 shares of common stock held directly by the Reporting Person and (ii) 750,482 shares of common stock issuable to the Reporting Person upon exercise of stock options that are exercisable as of December 31, 2021 or will become exercisable within 60 days of such date. The Reporting Person is a director and executive officer of Agenus Inc. He may influence voting and disposition of the shares of the Issuer’s common stock held by Agenus Inc. |
| ** | Based on an aggregate of 33,455,651 shares of the Issuer’s common stock reported to be outstanding as of November 26, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
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CUSIP No. 603693102
SCHEDULE 13G
| Item 1(a). | Name of Issuer |
MiNK Therapeutics, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
149 Fifth Avenue
Suite 500
New York NY 10010
| Item 2(a). | Name of Person Filing |
Garo H. Armen
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
c/o MiNK Therapeutics, Inc.
149 Fifth Avenue
Suite 500
New York NY 10010
| Item 2(c). | Citizenship |
United States of America
| Item 2(d). | Title of Class of Securities |
Common stock
| Item 2(e). | CUSIP Number |
603693102
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| (a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). | ||
| (c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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CUSIP No. 603693102
| (d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | [ ] | An investment adviser in accordance with §13d-1(b)(1)(ii)(E). | ||
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F). | ||
| (g) | [ ] | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) | [ ] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | [ ] | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| (k) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
| [ ] | If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________. |
| Item 4. | Ownership |
The information requested in this item is incorporated herein by reference to the cover pages to this Schedule 13G.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
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CUSIP No. 603693102
Item 10. Certification
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.
Dated: February 14, 2022
| By: | /s/ Garo H. Armen, Ph.D. | |
| Name: Garo H. Armen, Ph. D. | ||