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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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

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

May 19, 2023

(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).

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on October 28, 2021 (as amended, the “Schedule 13D”), relating to the common stock, par value $0.00001 per share (“Common Stock”) of MiNK Therapeutics, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 thereto filed on May 3, 2023 (“Amendment No. 1”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

(c) Schedule A to Item 2(c) is hereby amended.

Agenus used approximately $231,983 from its working capital to purchase the shares of Common Stock described herein between May 3 and May 11, 2023.

Agenus purchased the shares of Common Stock described herein for investment purposes. Neither Agenus, 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 Agenus will evaluate its options, including potential future distribution of shares of the Issuer to the Agenus’s stockholders. Agenus 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.

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.

Also, on May 1, 2023, Agenus paid its previously announced pro rata stock dividend (the “Dividend”) consisting of an aggregate of 5,006,397 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. Amendment No. 1 inadvertently underreported the number of Dividend Shares distributed to record holders of Agenus Common Stock as of the Record Date by 18,316 shares.

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.

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.