Sec Form 13D Filing - AGENUS INC (AGEN) filing for MiNK Therapeutics Inc. (INKT) - 2021-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

MINK THERAPEUTICS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

603693102

(CUSIP Number)

Garo H. Armen, Ph.D.

Chairman and CEO

Agenus Inc.

3 Forbes Road

Lexington, MA 02421

(781) 674-4400

Copy to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

Attn: Zachary Blume

(617) 951-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 19, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

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 (however, see the Notes).

Page 3 of 6 Pages

This Schedule 13D (the “Statement”) relates to the common stock, par value $0.00001 per share (the “Common Stock”), of MiNK Therapeutics, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 149 Fifth Avenue, Suite 500, New York, NY 10010.

Set forth on Schedule A to this Schedule 13D are the present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted for the directors and executive officers of Agenus required to be listed on Schedule A.

The funds used by the Reporting Person to acquire the shares described herein were from the Reporting Person’s working capital.

Agenus received 5,451,958 shares of the Common Stock upon the closing of the Issuer’s initial public offering on October 19, 2021 (the “IPO”) as a result of the conversion of a convertible promissory note issued to Agenus by the Issuer. Agenus purchased 1,400,000 shares of the Common Stock in the IPO at a purchase price of $12.00 per share. Agenus also held 19,481,000 shares of the Common Stock immediately prior to the IPO, which it had acquired when the Issuer was a private company. The Reporting Person acquired the shares described herein for investment purposes. Neither the Reporting Person, nor any of the directors and executive officers identified on Schedule A to this Schedule 13D, have any current plans or proposals that relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D, but the Reporting Person will evaluate its options, including a potential distribution of shares of the Issuer to the Reporting Person’s stockholders following the expiration of its lock-up agreement described in Item 6. The Reporting Person reserves the right to acquire additional securities of the Issuer, to dispose of such securities at any time, or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities.

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The information set forth in or incorporated by reference in Items 2, 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

Agenus entered into an underwriting agreement (the “Underwriting Agreement”) on October 14, 2021 among Agenus, the Issuer and Evercore Group L.L.C. and William Blair & Company, L.L.C. as the representatives of the underwriters of the IPO, which provided that the Issuer would sell to the underwriters, and the underwriters would purchase from the Issuer, shares of the Common Stock and Evercore Group L.L.C. and William Blair & Company, L.L.C. subject to certain conditions. Agenus agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities, and to contribute to payments that the underwriters may be required to make in respect of those liabilities. Agenus also entered into a standard lock-up agreement with the underwriters of the IPO, prohibiting any sale of the Common Stock reported herein during the 180 days following the date of the Underwriting Agreement. Agenus may be released from lock-up prior to the expiration of the lock-up period at the sole discretion of the underwriters.

Page 5 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Page 6 of 6 Pages

Schedule A

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of Agenus Inc.

Executive Officers and Directors of Agenus

The business address of each director and executive officer is c/o Agenus Inc., 3 Forbes Road, Lexington, MA 02421. Unless otherwise indicated, each director and executive officer is a citizen of the United States.