SEC Form SC 13G filed by MiNK Therapeutics Inc.
$INKT
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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MiNK Therapeutics, Inc.
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(Name of Issuer)
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Common Stock, par value $0.00001 per share
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(Title of Class of Securities)
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603693102
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(CUSIP Number)
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May 14, 2024
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(Date of Event which Requires Filing of this Statement)
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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 the disclosures provided in a prior cover page.
The information required in 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 (however, see the Notes).
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CUSIP No. 603693102
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1
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NAMES OF REPORTING PERSONS
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GKCC, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH: |
5
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SOLE VOTING POWER
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4,640,000 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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4,640,000
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,640,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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£
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.79% (2)
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12
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TYPE OF REPORTING PERSON
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PN
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(1) Consists of 4,640,000 shares of Common Stock, par value $0.00001 of MiNK Therapeutics, Inc. (the “Issuer”).
(2) Percentage based on a total of 34,727,639 shares of Common Stock outstanding as of May 10, 2024, as reported in the Issuer’s
Quarterly Report on Form 10-Q (File No. 001-40908) filed with the Securities and Exchange Commission on May 14, 2024.
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
Suite 500
New York, NY 10010
Item 2(a). Name of Person Filing
This Schedule 13G is GKCC, LLC, a Delaware limited liability company (the “Reporting Person”).
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of the Reporting Person is 501 Silverside Road, Suite 87AVA, Wilmington, DE 19809.
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities.
Common Stock, par value $0.00001 per share (“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:
(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. 78c);
(c) ☐ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(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 §240.13d-l(b)(l)(ii)(E);
(f) ☐ An employee
benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F);
(g) ☐ A parent
holding company or control person in accordance with §240.13d-l(b)(l)(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-l(b)(l)(ii)(J).
(k) ☐ Group, in
accordance with §240.13d-l(b)(l)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J), please specify the type of institution: Not Applicable
Item 4. Ownership.
The following information with respect to the ownership of the Common Stock by the Reporting Person is provided as of May 14, 2024.
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(a)
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Amount beneficially owned: 4,640,000
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(b)
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Percent of class: 11.79%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 4,640,000
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 4,640,000
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following £.
Item 6. Ownership of More than 5 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 or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: May 22, 2024
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GKCC, LLC
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By: /s/ Yekaterina Chudnovsky
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Name: Yekaterina Chudnovsky
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Title: Authorized Person
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