SEC Form SC 13D/A filed by MiNK Therapeutics Inc. (Amendment)

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.

  NAME OF REPORTING PERSONS

  Agenus Inc. (“Agenus”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  WC

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  21,344,685

  SHARED VOTING POWER

  SOLE DISPOSITIVE POWER

  21,344,685

  SHARED DISPOSITIVE POWER

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  21,344,685

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  62% (1)

  TYPE OF REPORTING PERSON (See Instructions)

  CO

This percentage is calculated based upon 33,910,688 shares of the Issuer’s Common Stock reported to be outstanding as of March 15, 2025, as disclosed in the Issuer’s Annual Report on For m 10-K filed with the Securities and Exchange Commission on March 24, 2023.

See responses to Items and 13 on the cover page.

Agenus has sole power to vote and dispose of the securities of the Issuer held by it.

On May 1, 2023, Agenus paid its previously announced pro rata stock dividend (the “Dividend”) consisting of an aggregate of 4,988,081 shares of Common Stock held by Agenus (the “Dividend Shares”) to record holders of Agenus’s common stock (such stock, the “Agenus Common Stock”) as of April 17, 2023 (the “Record Date”). Agenus distributed 0.0146 of a share of the Common Stock for each share of Agenus Common Stock outstanding as of the close of business on the Record Date. No fractional shares were issued in connection with the Dividend and the equityholders of Agenus who were entitled to receive fractional shares of the Dividend Stock received cash (without interest) in lieu of such fractional shares and 192 shares of Common Stock owned by Agenus that represented the aggregate number of fractional shares that would have been distributed were retired.

Not applicable

Not applicable.

/s/ Garo H. Armen, Ph.D.