0000950170-23-009762 | 10-K | XBRL Viewer

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Share-based Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Jan. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares issued, payment for employee bonuses, net of shares withheld for taxes		81,534
Weighted average grant-date fair values of options granted		$ 2.20	$ 1.76
Unrecognized share-based compensation expense related to stock options		$ 4.8
Weighted average period of unrecognized share-based compensation expense		8 months 12 days
Intrinsic value of shares vested		$ 0.6
Stock option exercises		258,648	41,746
Shares issued, vesting of non-vested stock		60,595
Shares issued, payment for employee bonuses		125,199
Shares issued, withheld to cover taxes		43,665
Unrecognized share-based compensation expense related to non-vested shares		$ 0.8
Intrinsic value of options excercised		$ 0.5
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option grants, term		10-year
Weighted average period of unrecognized share-based compensation expense		2 years 6 months
Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option exercises		258,648	41,746
Shares issued, vesting of non-vested stock		60,595
Shares issued, payment for employee bonuses		125,199
Maximum \| Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option, vesting period		4 years
Minimum \| Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option, vesting period		3 years
2018 EIP \| Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for grant		0
2018 EIP \| Maximum \| Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for grant		13,900,000
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares grated as a result of equity incentive plan		6,100,000
Percentage of shares of company's common stock outstanding		4.00%
Additional number of shares authorised in share pool	1,300,000
Shares reserved for issuance		7,400,000
Shares reserved for issuance under ESPP		710,000
2021 Employee Stock Purchase Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for issuance under ESPP		3,500,000
Ratio of annual increase shares reserved for issuance under ESPP to number of shares of common stock outstanding		1.00%

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

(a) Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of MiNK and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

(b) Segment Information

MiNK is managed and operated as one business segment. The entire business is managed by a single executive operating committee that reports to the chief executive officer. The Company does not operate separate lines of business with respect to any of its product candidates or geographic locations. Accordingly, the Company does not prepare discrete financial information with respect to separate product areas or by location and does not have separately reportable segments as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting.

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases those estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

(d) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with maturities at acquisition of three months or less to be cash equivalents. Cash equivalents consist primarily of money market funds.

(e) Equipment

Equipment is carried at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, typically 4-10 years. Additions are capitalized, while repairs and maintenance are charged to expense as incurred. Depreciation expense was $122,000 and $78,000, for the years ended December 31, 2022 and 2021, respectively.

(f) Fair Value Option

Under the Fair Value Option subsection of ASC Subtopic 825-10, Financial Instruments – Overall, the Company has the irrevocable option to report most financial assets and liabilities at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings. The Company elected to report the convertible affiliated note, as amended, it issued to Agenus (the “Note”) at fair value. The fair value of the Note was determined on a scenario based present value methodology. In connection with the Company’s IPO, the Note was automatically converted into 5,451,958 shares of the Company’s common stock and was not outstanding as of December 31, 2022 or 2021.

(g) Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s cash and cash equivalents are carried at fair value (a Level 1 measurement), determined according to the fair value hierarchy described above. The carrying values of the Company’s, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities.

(h) Foreign Currency Transactions

Gains and losses from the Company’s foreign currency-based accounts and transactions, such as those resulting from the remeasurement and settlement of receivables and payables denominated in foreign currencies, are included in the consolidated statements of operations within other income (expense). The Company recorded foreign currency losses of $14,000 and $407,000 for the years ended December 31, 2022 and 2021, respectively.

(i) Research and Development

Research and development expenses include the costs associated with the Company’s internal research and development activities, including salaries and benefits, share-based compensation, occupancy costs, clinical manufacturing costs, related administrative costs and research and development conducted for the Company by outside advisors. Research and development expenses also include the cost of clinical trial materials shipped to the Company’s research partners. Research and development costs are expensed as incurred.

(j) Share-Based Compensation

MiNK accounts for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Share-based compensation expense is recognized based on the estimated grant date fair value. Compensation cost is recognized on a straight-line basis over the requisite service period of the award. Forfeitures are recognized as they occur. See Note 8 for further discussion on share-based compensation.

(k) Income Taxes

Income taxes are accounted for under the asset and liability method with deferred tax assets and liabilities recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such items are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. Deferred tax assets are recognized when they are more likely than not expected to be realized.

(l) Net Loss Per Share

Basic income or loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted income per common share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding plus the dilutive effect of outstanding instruments such as stock options. Because the Company reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of December 31, 2022 and 2021, as they would be anti-dilutive:


	2022		2021
Stock options		6,148,447		4,871,822
Nonvested shares		726,163		695,750

(m) Recent Accounting Pronouncements

No new accounting pronouncement issued or effective during the year ended December 31, 2022 had or is expected to have a material impact on the Company’s consolidated financial statements or disclosures.

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 15, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	MiNK Therapeutics, Inc.
Entity Central Index Key	0001840229
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 6.6
Entity Common Stock, Shares Outstanding		33,910,688
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	INKT
Security Exchange Name	NASDAQ
Entity File Number	001-40908
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-2142067
Entity Address, Address Line One	149 Fifth Avenue
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	212
Local Phone Number	994-8250
Document Annual Report	true
Document Transition Report	false
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Auditor Name	KPMG LLP
Auditor Location	Boston, Massachusetts
Auditor Firm ID	185
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2022, are incorporated by reference into Part III of this Report.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

(5) Income Taxes

The Company is subject to taxation in the United States and in various state, local and foreign jurisdictions. The Company remains subject to examination by U.S. Federal, state, local and foreign tax authorities for tax years 2019 through 2022. With few exceptions, the Company is no longer subject to U.S. Federal state, and foreign examinations by tax authorities for the tax year 2018. However, net operating losses from the tax year 2018 would be subject to examination if and when used in a future tax return to offset taxable income. The Company’s policy is to recognize income tax related penalties and interest, if any, in its provision for income taxes and, to the extent applicable, in the corresponding income tax assets and liabilities, including any amounts for uncertain tax positions.

As of December 31, 2022, the Company had available net operating loss carryforwards of $43.4 million and $40.4 million for Federal and state income tax purposes, respectively, which are available to offset future Federal and state taxable income, if any. $43.2 million

of these Federal net operating loss carryforwards do not expire, while the remaining net operating loss carryforwards expire in 2037. The Company’s ability to use these net operating losses is limited by change of control provisions under Internal Revenue Code Section 382 and may expire unused. The Company also has foreign net operating loss carryforwards, which do not expire, available to offset future foreign taxable income of $14.0 million generated in the United Kingdom, $9.1 million in Belgium and $289,000 in Hong Kong. The potential impacts of these provisions are among the items considered and reflected in the Company’s assessment of its valuation allowance requirements.

Beginning January 1, 2022, the Tax Cuts and Jobs Act (the "Tax Act") eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code ("IRC") Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. We have included the impact of this provision, which results in additional deferred tax assets of approximately $4.2 million as of December 31, 2022.

The tax effect of temporary differences and net operating loss carryforwards that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2022 and 2021 are presented below (in thousands).


	December 31,
	2022			2021
Deferred tax assets:
U.S. Federal and state net operating loss carryforwards	$	11,411		$	12,356
Foreign net operating loss carryforwards		6,224			5,641
Share-based compensation		441			472
Capitalized research expenses		4,154			—
Other		427			162
Total deferred tax assets		22,657			18,631
Less: valuation allowance		(22,657	)		(18,631	)
Net deferred tax assets	$	—		$	—

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating loss and tax credit carryforwards can be utilized or the temporary differences become deductible. The Company considers projected future taxable income and tax planning strategies in making this assessment. To fully realize the deferred tax asset, the Company will need to generate future taxable income sufficient to utilize net operating losses prior to their expiration. Based upon the Company’s history of not generating taxable income, the Company believes that it is more likely than not that deferred tax assets will not be realized through future earnings. Accordingly, a valuation allowance has been established for the full value of the deferred tax assets. The valuation allowance on the deferred tax assets increased by $4.0 million and $7.3 million during the years ended December 31, 2022 and 2021, respectively.

Income tax benefit was nil for the years ended December 31, 2022 and 2021. Income taxes recorded differed from the amounts computed by applying the U.S. Federal income tax rate of 21% in 2022 and 2021 to loss before income taxes as a result of the following (in thousands).


	December 31,
	2022			2021
Computed “expected” Federal tax benefit	$	(5,878	)	$	(6,344	)
(Increase) reduction in income taxes benefit resulting from:
Change in valuation allowance		4,028			6,404
Uncertain tax positions		—			68
Foreign rate change		(842	)		—
Foreign income inclusion		530			—
State and local income benefit, net of Federal income tax benefit		(104	)		(1,395	)
Change in fair value of convertible affiliated note		—			677
Return-to-provision adjustment		1,393			—
Foreign rate differential		286			88
Permanent differences		348			511
Other, net		239			(9	)
Income tax benefit	$	—		$	—

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Other Long-term Liabilities - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	May 31, 2020	Dec. 31, 2021
Debt Instrument [Line Items]
Aggregate loan proceeds	$ 356,000
Gain on extinguishment of debt		$ 355,515
Paycheck Protection Program Loan
Debt Instrument [Line Items]
Gain on extinguishment of debt		$ 356,000

Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Equity

(7) Equity

In September 2021, the Company effected a 2.783-for-one split of the Company’s common stock. All common share, per share and related information included in the accompanying financial statements have been adjusted retroactively, where applicable, to reflect the split.

In September 2021, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to increase the number of authorized shares of common stock to 35,000,000, with a par value $0.00001 per share. In connection with the Company’s IPO, the Company’s authorized capital stock increased to 155,000,000 shares, all with a par value of $0.00001 per share, of which:

•

150,000,000 shares are designated as common stock; and

•

5,000,000 shares are designated as preferred stock.

In October 2021, the Company completed an IPO of 3,333,334 shares of its common stock, at a public offering price of $12.00 per share. The gross proceeds from the offering, before deducting underwriting discounts, commissions and other offering expenses, were approximately $46.0 million, which includes the exercise of the underwriters option to acquire an additional 500,000 shares at the public offering price, which shares were delivered in November 2021. Underwriting discounts, commissions and other offering expenses, were approximately $6.2 million, resulting in net proceeds of approximately $39.8 million. Subsequent to the completed offering, the Company continues to be majority owned by Agenus.

In October 2021, in connection with the Company’s IPO, the Note was automatically converted into 5,451,958 shares of the Company’s common stock. Refer to Note 10 for additional detail.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
U.S. Federal and state net operating loss carryforwards	$ 11,411	$ 12,356
Foreign net operating loss carryforwards	6,224	5,641
Share-based compensation	441	472
Capitalized research expenses	4,154
Other	427	162
Total deferred tax assets	22,657	18,631
Less: valuation allowance	$ (22,657)	$ (18,631)

Consolidated Statement of Cash Flows (Parenthetical) $ in Millions	Dec. 31, 2022 $ / shares
Common stock, par value	$ 0.00001
Employee Bonus [Member]
Common stock, par value	$ 0.00001

Fair Value Measurement

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

(12) Fair Value Measurement

The Company measured the Note at fair value. In connection with the Company’s IPO, the Note was automatically converted into 5,451,958 shares of the Company’s common stock and was not outstanding as of December 31, 2021. The impact of the change in the fair value for the year ended December 31, 2021 was $9.8 million.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Consolidated Balance Sheet (Parenthetical) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Equipment, net of accumulated depreciation	$ 283,682	$ 168,605
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	33,856,428	33,476,523
Common stock, shares outstanding	33,856,428	33,476,523

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax [Line Items]
Tax years open for examination	2018 2019 2020 2021
Net operating loss carryforwards	$ 43,200,000
Net operating loss carryforwards, Expiration date	Dec. 31, 2037
Valuation allowance, Deferred tax asset, increase (decrease)	$ 4,000,000.0	$ 7,300,000
Federal income tax rate	21.00%	21.00%
Capitalized research expenses	$ 4,154,000
Federal
Income Tax [Line Items]
Net operating loss carryforwards	$ 43,400,000
Capitalized expenses amortization period	5 years
State
Income Tax [Line Items]
Net operating loss carryforwards	$ 40,400,000
Foreign
Income Tax [Line Items]
Capitalized expenses amortization period	15 years
Foreign \| United Kingdom
Income Tax [Line Items]
Net operating loss carryforwards	$ 14,000,000.0
Foreign \| Belgium
Income Tax [Line Items]
Net operating loss carryforwards	9,100,000
Foreign \| Hong Kong
Income Tax [Line Items]
Net operating loss carryforwards	$ 289,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Components of Deferred Tax Assets and Liabilities


	December 31,
	2022			2021
Deferred tax assets:
U.S. Federal and state net operating loss carryforwards	$	11,411		$	12,356
Foreign net operating loss carryforwards		6,224			5,641
Share-based compensation		441			472
Capitalized research expenses		4,154			—
Other		427			162
Total deferred tax assets		22,657			18,631
Less: valuation allowance		(22,657	)		(18,631	)
Net deferred tax assets	$	—		$	—

Income Taxes Recorded Differed from Amounts Computed

Income taxes recorded differed from the amounts computed by applying the U.S. Federal income tax rate of 21% in 2022 and 2021 to loss before income taxes as a result of the following (in thousands).


	December 31,
	2022			2021
Computed “expected” Federal tax benefit	$	(5,878	)	$	(6,344	)
(Increase) reduction in income taxes benefit resulting from:
Change in valuation allowance		4,028			6,404
Uncertain tax positions		—			68
Foreign rate change		(842	)		—
Foreign income inclusion		530			—
State and local income benefit, net of Federal income tax benefit		(104	)		(1,395	)
Change in fair value of convertible affiliated note		—			677
Return-to-provision adjustment		1,393			—
Foreign rate differential		286			88
Permanent differences		348			511
Other, net		239			(9	)
Income tax benefit	$	—		$	—

Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Offering cost	$ 6.2

Research and Development Agreement - Additional Information (Details) € in Millions	1 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2018 EUR (€)	Dec. 31, 2021 USD ($)
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Other current liabilities	$ 2,621,611		$ 5,760,609
Research and Development Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Research and development agreement amount granted \| €		€ 1.3
Repayable advance of development \| €		€ 8.3
Other current liabilities	2,200,000		$ 5,300,000
Research and Development Agreement \| Other Income (Expense), Net
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Repayable advance received	2,200,000
Revenue recognized	$ 2,700,000

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Other Long-term Liabilities

12 Months Ended

Dec. 31, 2022

Other Long-Term Debt [Abstract]

Other Long-Term Liabilities

(11) Other Long-Term Liabilities

In May 2020, the Company entered into a promissory note with Bank of America, NA for aggregate loan proceeds of $356,000 (the “Loan”) under the Small Business Administration Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act of 2020. In September 2021, the Company received notification that its forgiveness application was approved. As such, the Loan was extinguished, and for the year ending December 31, 2021, a $356,000 gain was recorded in the Company’s consolidated statements of operations and comprehensive loss.

Income Taxes - Income Taxes Recorded Differed from Amounts Computed (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Computed “expected” Federal tax benefit	$ (5,878)	$ (6,344)
(Increase) reduction in income taxes benefit resulting from:
Change in valuation allowance	4,028	6,404
Uncertain tax positions		68
Foreign rate change	(842)
Foreign income inclusion	530
State and local income benefit, net of Federal income tax benefit	(104)	(1,395)
Change in fair value of convertible affiliated note		677
Return-to-provision adjustment	1,393
Foreign rate differential	286	88
Permanent differences	348	511
Other, net	$ 239	$ (9)

Consolidated Statement of Cash Flows - USD ($)	12 Months Ended
Consolidated Statement of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (27,991,212)	$ (30,212,770)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	121,749	77,960
Share-based compensation	3,026,846	1,744,724
Gain on partial forgiveness of liability	(2,790,809)
Gain on extinguishment of debt		(355,515)
Interest accrued on convertible affiliated note		2,430,067
Change in fair value of convertible affiliated note		9,752,295
Changes in operating assets and liabilities:
Prepaid expenses	(296,945)	488,752
Accounts payable	2,660,769	(152,042)
Accrued liabilities	3,424,921	(72,607)
Other operating assets and liabilities	2,977,838	3,472,019
Net cash used in operating activities	(18,866,843)	(12,827,117)
Cash flows from investing activities:
Purchases of equipment	(250,046)	(248,983)
Net cash used in investing activities	(250,046)	(248,983)
Cash flows from financing activities:
Proceeds from initial public offering, net of offering costs of approximately $6.2 million		39,797,377
Proceeds from issuance of convertible affiliated note		9,459,346
Purchase of treasury shares to satisfy tax withholdings	(157,194)
Proceeds from option exercises	1,595	150
Net cash provided by financing activities	(155,599)	49,256,873
Effect of exchange rate changes on cash	19,385	16,899
Net increase (decrease) in cash	(19,253,103)	36,197,672
Cash, beginning of period	38,888,828	2,691,156
Cash, end of period	19,635,725	38,888,828
Supplemental cash flow information:
Cash paid for interest	10,820
Supplemental disclosures - non-cash activities:
Purchases of plant and equipment in accounts payable	177,680
Insurance financing agreement	444,000	643,000
Conversion of convertible affiliated note to common stock, $0.00001 par value		$ 65,423,496
Employee Bonus
Supplemental disclosures - non-cash activities:
Issuance of common stock, $0.00001 par value, for payment of employee bonuses	$ 293,523

Consolidated Statement of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development	$ 23,115,123	$ 13,966,368
General and administrative	7,834,155	4,639,928
Change in fair value of convertible affiliated note		9,752,295
Operating loss	(30,949,278)	(28,358,591)
Other income (expense), net:
Interest Income (Expense), Net	253,323	(2,431,614)
Gain on extinguishment of debt		355,515
Other income, net	2,704,743	221,920
Net loss	$ (27,991,212)	$ (30,212,770)
Per common share data:
Basic net loss per common share	$ (0.83)	$ (1.16)
Diluted net loss per common share	$ (0.83)	$ (1.16)
Weighted average number of common shares outstanding, basic	33,672,927	26,025,489
Weighted average number of common shares outstanding, diluted	33,672,927	26,025,489
Other comprehensive gain (loss)
Foreign currency translation gain	$ 332,801	$ 897,769
Comprehensive loss	$ (27,658,411)	$ (29,315,001)

Description of Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

(1) Description of Business

MiNK Therapeutics, Inc. (“MiNK” or the “Company”) is a clinical stage biopharmaceutical company focused on developing allogeneic invariant natural killer T (“iNKT”) cell therapies to treat cancer and other life-threatening illnesses.

Since inception, in 2017, until the completion of the Company’s initial public offering (“IPO”), the Company financed its operations primarily through funding from Agenus Inc. (“Agenus”), its parent company. The Company has incurred losses since inception and, as of December 31, 2022, had an accumulated deficit of $110.9 million. MiNK expects to continue incurring operating losses and negative cash flows for the foreseeable future. Based on the Company’s current plans and projections, MiNK believes its cash and cash equivalents balance as of December 31, 2022 of $19.6 million will be sufficient to satisfy its liquidity requirements for more than one year from when these financial statements were issued.

Management continually monitors the Company’s liquidity position and adjusts spending as needed in order to preserve liquidity. The Company’s future liquidity needs will be determined primarily by the success of its operations with respect to the progression of the Company’s product candidates and key development and regulatory events in the future. Potential sources of additional funding for the Company include: (1) pursuing collaboration, out-licensing and/or partnering opportunities for the Company’s portfolio programs and product candidates with one or more third parties, (2) securing debt financing and/or (3) selling equity securities. If additional funding is not obtained through these sources the Company has the ability to borrow certain funds from its parent company.

MiNK’s product candidates are in various stages of development and significant additional expenditures will be required if the Company starts new trials, encounters delays in its programs, applies for regulatory approvals, continues development of its technologies, expands its operations, and/or brings its product candidates to market. The eventual total cost of each clinical trial is dependent on a number of factors such as trial design, length of the trial, number of clinical sites, and number of patients. The process of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive, and uncertain. Because all of the Company’s programs are at an early stage of clinical development, the Company is unable to reliably estimate the cost of completing its research and development programs or the timing for bringing such programs to various markets or substantial partnering or out-licensing arrangements, and, therefore, when, if ever, material cash inflows are likely to commence.

Consolidated Balance Sheet - USD ($)	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents	$ 19,635,725	$ 38,888,828
Prepaid expenses	298,667	1,761
Other current assets	470,300	744,321
Total current assets	20,404,692	39,634,910
Equipment, net of accumulated depreciation of $283,682 and $168,605 as of December 31, 2022 and 2021, respectively	1,066,910	606,595
Total assets	21,471,602	40,241,505
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable	5,823,000	2,995,645
Accrued liabilities	4,238,555	1,763,688
Other current liabilities	2,621,611	5,760,609
Due to related parties, current		5,945,094
Total current liabilities	12,683,166	16,465,036
Other long-term liabilities	108,500
Due to related parties	9,081,239
Commitments and contingencies
Stockholders’ equity (deficit)
Stockholders' equity (deficit) Common stock, par value $0.00001 per share, 150,000,000 shares authorized, 33,856,428 and 33,476,523 shares issued and outstanding as of December 31, 2022 and 2021, respectively	339	335
Additional paid-in capital	110,829,900	107,349,265
Accumulated other comprehensive loss	(292,468)	(625,269)
Accumulated deficit	(110,939,074)	(82,947,862)
Total stockholders’ equity (deficit)	(401,303)	23,776,469
Total liabilities and stockholders’ equity (deficit)	$ 21,471,602	$ 40,241,505

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

(a) Basis of Presentation and Principles of Consolidation

Segment Information

(b) Segment Information

Use of Estimates

Cash and Cash Equivalents

(d) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with maturities at acquisition of three months or less to be cash equivalents. Cash equivalents consist primarily of money market funds.

Equipment

(e) Equipment

Fair Value Option

(f) Fair Value Option

Fair Value Measurements

(g) Fair Value Measurements

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Foreign Currency Transactions

(h) Foreign Currency Transactions

Research and Development

(i) Research and Development

Share-Based Compensation

(j) Share-Based Compensation

Income Taxes

(k) Income Taxes

Net Loss Per Share

(l) Net Loss Per Share


	2022		2021
Stock options		6,148,447		4,871,822
Nonvested shares		726,163		695,750

Recent Accounting Pronouncements

(m) Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Anti-dilutive Securities

Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of December 31, 2022 and 2021, as they would be anti-dilutive:


	2022		2021
Stock options		6,148,447		4,871,822
Nonvested shares		726,163		695,750

Research and Development Agreement

12 Months Ended

Dec. 31, 2022

Research and Development [Abstract]

Research and Development Agreement

(9) Research and Development Agreement

In December 2018, the Company entered into an agreement with the Belgium Walloon Region Government ("Walloon Region") in which the Walloon Region agreed to provide a grant of €1.3 million and a repayable advance of €8.3 million for the development of one of the Company’s research programs. During 2020, the Company discontinued research efforts related to this program.

Other current liabilities of $2.2 million and $5.3 million as of December 31, 2022 and December 31, 2021, respectively, represent the remaining amount of the advance received.

In 2022, the Company received notice that the Walloon Region had obtained a default judgment seeking repayment of approximately $2.2 million of the advance based upon the Company allegedly not providing required notification that research and operations in the region were discontinued. The Company reduced the recorded liability from the prior total of all amounts received under the advance from the Walloon Region, to the $2.2 million repayment that would be due based on the default judgment, and recorded a gain of approximately $2.7 million in “other income (expense), net” on its consolidated statement of operations for the year ended December 31, 2022. The Company continues to evaluate its options relating to the default judgement and the remaining outstanding liability.

Share-based Compensation Plans - Summary of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 3,027	$ 1,745
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	435	200
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 2,592	$ 1,545

Contingencies

12 Months Ended

Dec. 31, 2022

Loss Contingency [Abstract]

Contingencies

(13) Contingencies

The Company may currently be, or may become, a party to legal proceedings. While the Company currently believes that the ultimate outcome of any of these proceedings will not have a material adverse effect on its financial position, results of operations, or liquidity, litigation is subject to inherent uncertainty. Furthermore, litigation consumes both cash and management attention.

- Definition

The entire disclosure for loss and gain contingencies. Describes any existing condition, situation, or set of circumstances involving uncertainty as of the balance sheet date (or prior to issuance of the financial statements) as to a probable or reasonably possible loss incurred by an entity that will ultimately be resolved when one or more future events occur or fail to occur, and typically discloses the amount of loss recorded or a range of possible loss, or an assertion that no reasonable estimate can be made.

+ References + Details

Accrued Liabilities - Summary of Accrued liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Payroll	$ 1,655,000	$ 575,000
Professional fees	642,000	531,000
Research services	1,681,000	656,000
Contract manufacturing costs	261,000
Other		2,000
Total	$ 4,238,555	$ 1,763,688

Share-based Compensation Plans

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-based Compensation Plans

(8) Share-based Compensation Plans

The Company’s 2018 Equity Incentive Plan (the “2018 Plan”) provided for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, nonstatutory stock options, restricted stock, unrestricted stock and other equity-based awards, such as stock appreciation rights, and stock units including restricted stock units for up to approximately 13.9 million shares of the Company’s common stock (subject to adjustment in the event of stock splits and other similar events). As of December 31, 2022, no shares remain available for issuance under the 2018 Plan.

In connection with the Company’s IPO, MiNK’s board of directors adopted the MiNK Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, restricted stock, unrestricted stock and other equity-based awards, for an initial share pool of approximately 6.1 million shares of the Company’s common stock (subject to adjustment in the event of stock splits and other similar events). The initial share pool will automatically increase on January 1st of each year from 2023 to 2031 by the lesser of (i) four percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31st and (ii) the number of shares determined by the Company’s board of directors on or prior to such date for such year. In January 2022, the 2021 Plan share pool increased by approximately 1.3 million shares. As of December 31, 2022, there were approximately 7.4 million shares reserved for issuance under the 2021 Plan.

In connection with the Company’s IPO, MiNK’s board of directors adopted the MiNK Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides eligible employees the opportunity to acquire the Company’s common stock in a program designed to comply with Section 423 of the Code. There are approximately 710,000 shares reserved for issuance under the ESPP, plus an automatic annual increase on January 1st of each year from 2023 to 2031 equal to the lesser of (i) one percent of the

number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31st and (ii) the number of shares determined by the Company’s board of directors on or prior to such date for such year, up to a maximum of approximately 3.5 million shares in the aggregate.

The Company primarily uses the Black-Scholes option pricing model to value options granted to employees and non-employees, as well as options granted to members of the Company’s Board of Directors. All stock option grants have 10-year terms, service conditions, and generally vest ratably over a 3 or 4-year period.

The fair value of each option granted during the period was estimated on the date of grant using the following weighted average assumptions:


	2022			2021
Expected volatility		81	%		67	%
Expected term in years		6			6
Risk-free interest rate		1.7	%		0.6	%
Dividend yield		0	%		0	%

The expected term of stock options granted is based on historical data and other factors and represents the period of time that stock options are expected to be outstanding prior to exercise. The risk-free interest rate is based on U.S. Treasury strips with maturities that match the expected term on the date of grant.

A summary of option activity for 2022 is presented below:


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		4,871,822		$	1.38
Granted		2,080,100			3.09
Exercised		(258,648	)		0.01
Forfeited		(285,459	)		2.41
Expired		(259,368	)		0.56
Outstanding at December 31, 2022		6,148,447			1.97		8.01	$	5,749,824
Vested or expected to vest at December 31, 2022		6,148,447			1.97		8.01	$	5,749,824
Exercisable at December 31, 2022		3,272,746		$	1.13		7.38	$	5,348,445

The weighted average grant-date fair values of options granted during the years ended December 31, 2022 and 2021, was $2.20 and $1.76, respectively. During both 2022 and 2021, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date.

The aggregate intrinsic value in the table above represents the difference between the Company's closing stock price on the last trading day of fiscal 2022 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on December 31, 2022 (the intrinsic value is considered to be zero if the exercise price is greater than the closing stock price). This amount changes based on the fair market value of the Company's stock. The total intrinsic value of options exercised during the year ended December 31, 2022, determined on the dates of exercise, was approximately $0.5 million.

As of December 31, 2022, there was $4.8 million of unrecognized share-based compensation expense related to stock options granted to employees, consultants and directors which, if all milestones are achieved on outstanding performance based awards, will be recognized over a weighted average period of 2.5 years. For awards with performance conditions, expense is recognized if the underlying performance conditions are deemed probable of achievement.

A summary of non-vested stock activity for 2022 is presented below:


	Nonvested Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2021		723,580		$	2.91
Granted		216,207		$	3.19
Vested		(185,794	)	$	3.28
Forfeited		(27,830	)	$	0.01
Outstanding at December 31, 2022		726,163		$	3.01

As of December 31, 2022, there was $0.8 million of unrecognized share-based compensation expense related to these non-vested shares which will be recognized over a weighted average period of 0.7 years. The total intrinsic value of shares vested during the year ended December 31, 2022 was $0.6 million.

The Company issues new shares upon option exercises and vesting of non-vested stock. During the years ended December 31, 2022 and 2021, 258,648 shares and 41,746 shares, respectively, were issued as a result of stock option exercises. During the year ended December 31, 2022, 60,595 shares were issued as a result of the vesting of non-vested stock. Additionally, during the year ended December 31, 2022, 125,199 shares were issued as payment for certain employee bonuses, with 43,665 of those shares being withheld to cover taxes, resulting in a net share issuance of 81,534.

Stock based compensation expense also includes expense related to awards granted to employees of the Company from the Agenus 2019 Equity Incentive Plan. The impact on the Company’s results of operations from share-based compensation for the year ended December 31, 2022 and 2021, was as follows (in thousands):


	2022		2021
Research and development	$	435	$	200
General and administrative		2,592		1,545
Total share-based compensation expense	$	3,027	$	1,745

Accrued Liabilities

12 Months Ended

Dec. 31, 2022

Accrued Liabilities, Current [Abstract]

Accrued Liabilities

(6) Accrued Liabilities

Accrued liabilities consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Payroll	$	1,655	$	575
Professional fees		642		531
Research services		1,681		656
Contract manufacturing costs		261		—
Other		—		2
Total	$	4,239	$	1,764

Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Summary of Equipment, Net

Equipment, net, consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022			2021
Equipment	$	1,351		$	776
Less accumulated depreciation		(284	)		(169	)
Equipment, net	$	1,067		$	607

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) Segment shares	Dec. 31, 2021 USD ($) shares
Accounting Policies [Line Items]
Number of business segment \| Segment	1
Depreciation expense	$ 121,749	$ 77,960
Conversion of convertible affiliated note, shares \| shares	5,451,958	5,451,958
Foreign currency loss	$ (14,000)	$ (407,000)
Equipment
Accounting Policies [Line Items]
Depreciation expense	$ 122,000	$ 78,000
Equipment \| Minimum
Accounting Policies [Line Items]
Estimated useful lives of assets	4 years
Equipment \| Maximum
Accounting Policies [Line Items]
Estimated useful lives of assets	10 years

Equipment - Summary of Equipment, Net (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Equipment	$ 1,351,000	$ 776,000
Less accumulated depreciation	(283,682)	(168,605)
Equipment, net	$ 1,066,910	$ 606,595

Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Equipment

(4) Equipment

Equipment, net, consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022			2021
Equipment	$	1,351		$	776
Less accumulated depreciation		(284	)		(169	)
Equipment, net	$	1,067		$	607

Equity - Additional Information (Details) $ / shares in Units, $ in Millions	1 Months Ended
	Nov. 30, 2021 shares	Oct. 31, 2021 USD ($) $ / shares shares	Sep. 30, 2021 $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Class Of Stock [Line Items]
Stock split ratio			2.783
Stock split ratio, description			In September 2021, the Company effected a 2.783-for-one split of the Company’s common stock.
Common stock, shares authorized			35,000,000	150,000,000	150,000,000
Common stock, par value \| $ / shares			$ 0.00001	$ 0.00001	$ 0.00001
Note converted into common stock		5,451,958
IPO
Class Of Stock [Line Items]
Common stock, shares authorized			150,000,000
Common stock, par value \| $ / shares			$ 0.00001
Authorized capital stock increased			155,000,000
Preferred stock, shares authorized			5,000,000
Initial public offering, net of offering costs, shares	500,000	3,333,334
Shares issued, price per share \| $ / shares		$ 12.00
Proceeds from issuance of common stock \| $		$ 46.0
Underwriting discounts, commissions and other offering expenses \| $		6.2
Net proceeds from issuance of common stock \| $		$ 39.8

Benefit Plans

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Benefit Plans

(14) Benefit Plans

The Company’s employees are eligible to participate in the Agenus Inc. 401(k) Savings Plan in the United States and a defined contribution Group Personal Pension Plan in the United Kingdom (the “Plans”) for all eligible employees, as defined in the Plans. Participants may contribute a portion of their compensation, subject to a maximum annual amount, as established by the applicable taxing authority. Each participant is fully vested in his or her contributions and related earnings and losses. For the years ended December 31, 2022 and 2021, the Company expensed $131,000 and $86,000, respectively, related to the discretionary contribution to the Plans.

Related Party Transactions - Additional Information (Details) - USD ($)		12 Months Ended
	Apr. 12, 2022	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Due to related parties		$ 9,081,239
Agenus Inc
Related Party Transaction [Line Items]
Period of license agreement		3 years
Terminate license agreement period		90 days
Period for breach of payment obligations		45 days
Related party transaction, description		The Company may terminate the New Assignment and License Agreement without cause upon 90 days’ prior written notice to Agenus. Either party may terminate if they believe there has been a material breach which has not been cured within 90 days (or 45 days for breach of payment obligations) of receiving such notice.
Due to related parties		$ 9,100,000
Initial public offering, net of offering costs, shares		5,451,958
Percentage value of common stock sold in initial public offering		80.00%
Percentage of computation of interest		8.00%
Agenus Inc \| Operating Expenses
Related Party Transaction [Line Items]
Expenses from transactions with related party		$ 2,000,000.0	$ 2,400,000
Agenus Inc \| New Intercompany Service Agreement
Related Party Transaction [Line Items]
Percentage of service cost		10.00%
Service agreement notice period		60 days
Agenus Inc \| Individual Services
Related Party Transaction [Line Items]
Service agreement notice period		30 days
Agenus Inc \| Business Services and Occupancy Costs
Related Party Transaction [Line Items]
Percentage of service cost		105.00%
Agenus Inc \| Research Services
Related Party Transaction [Line Items]
Percentage of service cost		110.00%
Atlant Clinical Ltd
Related Party Transaction [Line Items]
Expenses from transactions with related party	$ 250,000
Work order received from related party		$ 157,000
Atlant Clinical Ltd \| Research and Development
Related Party Transaction [Line Items]
Clinical research services		106,500
Wolf, Greenfield & Sachs, P.C.
Related Party Transaction [Line Items]
Legal services fee		$ 343,000	$ 82,000

Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	6,148,447	4,871,822
Non-Vested Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	726,163	695,750

Cash and Cash Equivalents

12 Months Ended

Dec. 31, 2022

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents

(3) Cash and Cash Equivalents

Cash equivalents consisted of the following as of as of December 31, 2022 (in thousands):


	December 31, 2022
	Cost		Estimated Fair Value
Institutional money market funds	$	18,664	$	18,664

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Accrued Liabilities, Current [Abstract]

Summary of Accrued liabilities

Accrued liabilities consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Payroll	$	1,655	$	575
Professional fees		642		531
Research services		1,681		656
Contract manufacturing costs		261		—
Other		—		2
Total	$	4,239	$	1,764

Description of Business - Additional Information (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 110,939,074	$ 82,947,862
Cash and cash equivalents	$ 19,635,725	$ 38,888,828

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

(10) Related Party Transactions

Until the completion of its IPO, the Company relied on Agenus for all of its working capital requirements. For the periods presented, certain of the Company’s operations were fully integrated with Agenus, including, but not limited to, corporate functions such as finance, human resources, information technology and legal functions. The Company’s consolidated financial statements reflect all costs of doing business related to these operations.

In September 2021, the Company entered into an Intellectual Property Assignment and License Agreement with Agenus (the “New Assignment and License Agreement”), upon which the prior intercompany agreement between Agenus and MiNK was terminated. Pursuant to the New Assignment and License Agreement, Agenus assigned to the Company certain patent rights and know-how related to its iNKT cell platform, product candidates and other patents and know-how related to its business. In addition to the patent rights assigned to the Company by Agenus, the Company also received an exclusive, royalty-free, sublicensable license to research, develop, manufacture and commercialize certain licensed technology in the field. The New Assignment and License Agreement further provides for the Company to grant Agenus a field-limited, non-exclusive, royalty-free license under the assigned patent rights,

subject to MiNK’s discretion and provided such access would not reasonably result in a disruption of planned MiNK activities. Agenus has also agreed to provide the Company with Agenus’ biological material upon written request in order for the Company to use such material in its development activities of a combination therapy. Agenus may withhold the transfer of biological material, including, but not limited to, checkpoint modulating antibodies, for various reasons, including if such transfer would reasonably result in a disruption of planned Agenus activities. For any materials Agenus does share with the Company, the parties have agreed to enter into a separate agreement governing the transfer and providing for joint ownership of the data. Agenus has agreed that during the full term of the New Assignment and License Agreement, and for three years thereafter, it will not develop, manufacture or commercialize an iNKT cell therapy, directly or indirectly by transferring such technology. The Company has the sole responsibility to develop, manufacture and commercialize products under this New Assignment and License Agreement. The Company may terminate the New Assignment and License Agreement without cause upon 90 days’ prior written notice to Agenus. Either party may terminate if they believe there has been a material breach which has not been cured within 90 days (or 45 days for breach of payment obligations) of receiving such notice.

Effective April 1, 2022, the Company entered into an Amended and Restated Intercompany Services Agreement (the “New Intercompany Agreement”) with Agenus, which amended and restated the Intercompany General & Administrative Agreement between the Company and Agenus dated September 10, 2021 (the “Prior Intercompany Agreement”). Under the New Intercompany Agreement, Agenus provides the Company with certain general and administrative support, including, without limitation, financial, facilities management, human resources and information technology administrative support (the “Agenus Services”), and the Company and Agenus provide each other with certain research and development services (the “R&D Services”) and other support services, including legal and regulatory support (the “Shared Services”). The Company is required to pay 10% of Agenus’ costs related to the Agenus Services, and the costs of R&D Services are based upon pass-through costs related to such services plus an allocation of the costs of the employees performing the services. No payment will be due from either party for the Shared Services, provided that the services provided by each party are proportional in scope and volume. The Company is also entitled to use Agenus’ business offices and laboratory space and equipment (inclusive of a cGMP manufacturing suite) in exchange for the Company contributing a proportionate payment for the use of such facilities and equipment, and the Company will be covered by certain Agenus insurance policies, subject to certain conditions, including the Company paying the cost of such coverage. Either party may terminate the New Intercompany Agreement upon 60 days’ prior written notice and individual services upon 30 days’ prior written notice.

Allocated Agenus services primarily include payroll related expenses, facility costs, insurance and stock-based compensation, and are included in the accompanying financial statements based on certain estimates and allocations described above. Under the Prior Intercompany Agreement, the allocation methods primarily included time devoted to activities and headcount-based allocations. Agenus business services and occupancy costs were allocated to the Company based on the Company’s headcount as a percentage of Agenus’ and the Company was required to pay 105% of Agenus’ costs for these business services and occupancy costs. Research services were charged between the entities based on hours recorded by Agenus employees as time spent on specific projects, applied to hourly wage rates, and the Company paid 110% of Agenus’ costs for these research services. As such, these allocations may not be indicative of the actual amounts that would have been recorded had the Company operated as an independent, publicly traded company for the periods presented.

Allocation of Agenus Services, net, of $2.0 and $2.4 million for the years ended December 31, 2022 and 2021, respectively, is included in Operating expenses in the Company’s statement of operations and comprehensive loss and Due to related parties, of $9.1 million as of December 31, 2022, in the Company’s consolidated balance sheet. During 2023, Agenus agreed not to require repayment of this balance prior to March 31, 2024.

Effective April 12, 2022, the Company entered into a Master Services Agreement with Atlant Clinical Ltd. (“Atlant”), a subsidiary of Agenus, to provide clinical trial support services to the Company, including an eTMF platform, medical monitoring and data manager services. The Company’s Audit and Finance Committee approved the engagement under its related-party transactions policy for up to $250,000 in services. As of December 31, 2022, the Company had entered into work orders with Atlant totaling approximately $157,000, plus out of pocket expenses which are to pass through to Company at cost. For the year ended December 31, 2022, approximately $106,500 related to these services is included in “Research and development” expense in the Company’s consolidated statements of operations.

The Company's CEO's spouse is a partner in the law firm of Wolf, Greenfield & Sachs, P.C. (“Wolf Greenfield”), which provided legal services to the Company in 2022 and 2021 and continues to do so. In the years ended December 31, 2022 and 2021, the Company paid Wolf Greenfield fees totaling approximately $343,000 and $82,000, respectively. The Company's CEO’s spouse does not receive direct compensation from the fees paid to Wolf Greenfield by the Company and the fees paid by the Company to Wolf Greenfield in both years was an insignificant amount of Wolf Greenfield’s annual revenues. The Company’s Audit and Finance Committee approved these services under its related-party transactions policy.

In accordance with the terms of the Note, interest was computed on the basis of a 360-day year at 8% and accrued but was not payable until converted or paid. The Note was automatically converted, at a rate equal to the quotient obtained by dividing (i) the amount due on the date of conversion by (ii) 80% of the per share price of the Company’s common stock sold in the Company’s IPO, into 5,451,958 shares of the Company’s common stock upon completion of the IPO in October 2021, and was not outstanding at December 31, 2022.

Share-based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Fair value of Options Granted Under Weighted Average Assumptions

The fair value of each option granted during the period was estimated on the date of grant using the following weighted average assumptions:


	2022			2021
Expected volatility		81	%		67	%
Expected term in years		6			6
Risk-free interest rate		1.7	%		0.6	%
Dividend yield		0	%		0	%

Summary of Option Activity

A summary of option activity for 2022 is presented below:


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		4,871,822		$	1.38
Granted		2,080,100			3.09
Exercised		(258,648	)		0.01
Forfeited		(285,459	)		2.41
Expired		(259,368	)		0.56
Outstanding at December 31, 2022		6,148,447			1.97		8.01	$	5,749,824
Vested or expected to vest at December 31, 2022		6,148,447			1.97		8.01	$	5,749,824
Exercisable at December 31, 2022		3,272,746		$	1.13		7.38	$	5,348,445

Summary of Non-vested Stock Activity

A summary of non-vested stock activity for 2022 is presented below:


	Nonvested Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2021		723,580		$	2.91
Granted		216,207		$	3.19
Vested		(185,794	)	$	3.28
Forfeited		(27,830	)	$	0.01
Outstanding at December 31, 2022		726,163		$	3.01

Summary of Share-based Compensation Expense

The impact on the Company’s results of operations from share-based compensation for the year ended December 31, 2022 and 2021, was as follows (in thousands):


	2022		2021
Research and development	$	435	$	200
General and administrative		2,592		1,545
Total share-based compensation expense	$	3,027	$	1,745

Consolidated Statement of Stockholders' Equity (Deficit) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Treasury Stock [Member]	Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning Balance at Dec. 31, 2020	$ (53,874,177)	$ 242	$ 383,711		$ (1,523,038)	$ (52,735,092)
Beginning Balance, Shares at Dec. 31, 2020		24,177,315
Net Loss	(30,212,770)					(30,212,770)
Other comprehensive (loss) gain	897,769				897,769
Initial public offering, net of offering costs of approximately $6.2 million	39,797,377	$ 38	39,797,339
Initial public offering, net of offering costs, shares		3,833,334
Conversion of convertible affiliated note	$ 65,423,496	$ 55	65,423,441
Conversion of convertible affiliated note, shares	5,451,958	5,451,958
Option Exercises	$ 150		150
Option Exercises, shares	41,746	41,746
Forfeiture of restricted stock	$ (100)		(100)
Forfeiture of restricted stock, shares		(27,830)
Grant and recognition of stock options	1,620,461		1,620,461
Recognition of parent stock options	124,263		124,263
Ending Balance at Dec. 31, 2021	23,776,469	$ 335	107,349,265		(625,269)	(82,947,862)
Ending Balance, Shares at Dec. 31, 2021		33,476,523
Net Loss	(27,991,212)					(27,991,212)
Other comprehensive (loss) gain	$ 332,801				332,801
Conversion of convertible affiliated note, shares	5,451,958
Option Exercises	$ 1,595	$ 2	1,593
Option Exercises, shares	258,648	258,648
Vesting of nonvested shares		$ 1	(1)
Vesting of nonvested shares, Shares	60,595	60,595
Forfeiture of restricted stock	$ (75)		(75)
Forfeiture of restricted stock, shares		(20,872)
Grant and recognition of stock options	3,089,583		3,089,583
Recognition of parent stock options	$ 96,013		96,013
Issuance of shares for employee bonuses, shares	125,199	125,199
Issuance of shares for employee bonuses	$ 136,329	$ 1	293,522	$ (157,194)
Issuance of shares for employee bonus, treasury shares				43,665
Retirement of treasury shares, shares		(43,665)		43,665
Retirement of treasury shares	157,194			$ 157,194
Ending Balance at Dec. 31, 2022	$ (401,303)	$ 339	$ 110,829,900		$ (292,468)	$ (110,939,074)
Ending Balance, Shares at Dec. 31, 2022		33,856,428

Benefit Plans - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Expense related to discretionary contribution to the Plans	$ 131,000	$ 86,000

Share-based Compensation Plans - Summary of Fair value of Options Granted Under Weighted Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Expected volatility	81.00%	67.00%
Expected term in years	6 years	6 years
Risk-free interest rate	1.70%	0.60%
Dividend yield	0.00%	0.00%

Cash and Cash Equivalents - Summary of Cash Equivalents (Details) - Institutional Money Market Funds	Dec. 31, 2022 USD ($)
Cash and Cash Equivalents [Line Items]
Cost	$ 18,664
Estimated Fair Value	$ 18,664

Cash and Cash Equivalents (Tables)

12 Months Ended

Dec. 31, 2022

Cash and Cash Equivalents [Abstract]

Summary of Cash Equivalents

Cash equivalents consisted of the following as of as of December 31, 2022 (in thousands):


	December 31, 2022
	Cost		Estimated Fair Value
Institutional money market funds	$	18,664	$	18,664

Fair Value Measurement - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Conversion of convertible affiliated note, shares	5,451,958	5,451,958
Impact of change in fair value		$ 9.8

Share-based Compensation Plans - Summary of Non-vested Stock Activity (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Nonvested Shares, Outstanding at Beginning Balance \| shares	723,580
Nonvested Shares, Granted \| shares	216,207
Nonvested Shares, Vested \| shares	(185,794)
Nonvested Shares, Forfeited \| shares	(27,830)
Nonvested Shares, Outstanding at Ending Balance \| shares	726,163
Outstanding at Beginning Balance, Weighted Average Grant Date Fair Value \| $ / shares	$ 2.91
Granted, Weighted Average Grant Date Fair Value \| $ / shares	3.19
Vested, Weighted Average Grant Date Fair Value \| $ / shares	3.28
Forfeited, Weighted Average Grant Date Fair Value \| $ / shares	0.01
Outstanding at Ending Balance, Weighted Average Grant Date Fair Value \| $ / shares	$ 3.01

Share-based Compensation Plans - Summary of Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Options, Outstanding at Beginning Balance	4,871,822
Options, Granted	2,080,100
Options, Exercised	(258,648)	(41,746)
Options, Forfeited	(285,459)
Options, Expired	(259,368)
Options, Outstanding at Ending Balance	6,148,447	4,871,822
Options, Vested or expected to vest at December 31, 2022	6,148,447
Options, Exercisable at December 31, 2022	3,272,746
Outstanding at Beginning Balance, Weighted Average Exercise Price	$ 1.38
Granted, Weighted Average Exercise Price	3.09
Exercised, Weighted Average Exercise Price	0.01
Forfeited, Weighted Average Exercise Price	2.41
Expired, Weighted Average Exercise Price	0.56
Outstanding at Ending Balance, Weighted Average Exercise Price	1.97	$ 1.38
Vested or expected to vest at December 31, 2022, Weighted Average Exercise Price	1.97
Exercisable at December 31, 2022, Weighted Average Exercise Price	$ 1.13
Outstanding at December 31, 2022, Weighted Average Remaining Contractual Term	8 years 3 days
Vested or expected to vest at December 31, 2022, Weighted Average Remaining Contractual Term	8 years 3 days
Exercisable at December 31, 2022, Weighted Average Remaining Contractual Term	7 years 4 months 17 days
Outstanding at December 31, 2022, Aggregate Intrinsic Value	$ 5,749,824
Vested or expected to vest at December 31, 2022, Aggregate Intrinsic Value	5,749,824
Exercisable at December 31, 2022, Aggregate Intrinsic Value	$ 5,348,445