0000950170-23-021191 | 10-Q | XBRL Viewer

Print Document View Excel Document

Share-based Compensation Plans - Summary of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 921	$ 786
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	141	118
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 780	$ 668

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning Balance at Dec. 31, 2021	$ 23,776,469	$ 335	$ 107,349,265		$ (625,269)	$ (82,947,862)
Beginning Balance, Shares at Dec. 31, 2021		33,476,523
Net loss	(7,777,101)					(7,777,101)
Other comprehensive income (loss)	522,771				522,771
Option exercises	689	$ 1	688
Option exercises, Shares		84,391
Grant and recognition of stock options	741,773		741,773
Recognition of parent stock options	43,733		43,733
Ending Balance at Mar. 31, 2022	17,308,334	$ 336	108,135,459		(102,498)	(90,724,963)
Ending Balance, Shares at Mar. 31, 2022		33,560,914
Beginning Balance at Dec. 31, 2022	(401,303)	$ 339	110,829,900		(292,468)	(110,939,074)
Beginning Balance, Shares at Dec. 31, 2022		33,856,428
Net loss	(5,686,041)					(5,686,041)
Other comprehensive income (loss)	(81,335)				(81,335)
Exercise of stock options and employee share purchases, Shares		99,555
Exercise of stock options and employee share purchases	$ 45,496	$ 1	45,495
Option exercises, Shares	61,844
Vesting of nonvested shares, Shares	30,413	30,413
Grant and recognition of stock options	$ 887,811		887,811
Recognition of parent stock options	33,328		33,328
Issuance of shares for employee bonuses	$ 346,344	$ 5	726,260	$ (379,921)
Issuance of shares for employee bonuses, shares	476,804	476,804
Issuance of shares for employee bonus, treasury shares				(163,759)
Retirement of treasury shares	$ 379,919	$ (2)		$ 379,921
Retirement of treasury shares, share		(163,759)		163,759
Ending Balance at Mar. 31, 2023	$ (4,475,781)	$ 343	$ 112,522,794		$ (373,803)	$ (116,625,115)
Ending Balance, Shares at Mar. 31, 2023		34,299,441

Net Loss Per Share - Schedule of Anti-dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	6,720,366	6,847,531
Non-Vested Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	885,756	848,779

Cash and Cash Equivalents - Summary of Cash Equivalents (Details) - Institutional Money Market Funds - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Cash And Cash Equivalents [Line Items]
Cost	$ 13,565	$ 18,664
Estimated Fair Value	$ 13,565	$ 18,664

Share-based Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant-date fair values of options granted	$ 1.74	$ 2.15
Unrecognized share-based compensation expense related to stock options	$ 5.4
Weighted average period of unrecognized share-based compensation expense	7 months 6 days
Stock option exercises	61,844
Shares issued, vesting of non-vested stock	30,413
Shares issued, payment for employee bonuses	476,804
Shares issued, withheld to cover taxes	163,759
Shares issued, payment for employee bonuses, net of shares withheld for taxes	313,045
Unrecognized share-based compensation expense related to non-vested shares	$ 0.6
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued	37,711
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
Minimum \| Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option, vesting period	3 years
Maximum \| Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option, vesting period	4 years

Related Party Transactions - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 01, 2022	Jan. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Due to related parties			$ 9,720,368		$ 9,081,239
Number of shares options, granted			648,373
Stock Options \| Maximum
Related Party Transaction [Line Items]
Stock option, vesting period			4 years
Stock Options \| Minimum
Related Party Transaction [Line Items]
Stock option, vesting period			3 years
Agenus Inc
Related Party Transaction [Line Items]
Period of license agreement			3 years
Period for breach of payment obligations			45 days
Terminate license agreement period			90 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 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			$ 9,700,000
Agenus Inc \| Operating Expenses
Related Party Transaction [Line Items]
Expenses from transactions with related party			$ 306,000	$ 856,000
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 [Member]
Related Party Transaction [Line Items]
Expenses from transactions with related party					$ 250,000
Work order received from related party			$ 157,000
Atlant Clinical Ltd [Member] \| Research and Development
Related Party Transaction [Line Items]
Clinical research services			22,000
Wolf, Greenfield & Sachs, P.C.
Related Party Transaction [Line Items]
Legal services fee			$ 38,000
Dr. Buell
Related Party Transaction [Line Items]
Compensation paid		$ 150,000
Dr. Buell \| Stock Options
Related Party Transaction [Line Items]
Number of shares options, granted		750,000
Stock option, vesting period		4 years

Accrued and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Accrued Liabilities Current [Abstract]

Summary of Accrued liabilities

Accrued liabilities consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023		December 31, 2022
Payroll	$	884	$	1,655
Professional fees		354		642
Research services		895		1,681
Contract manufacturing costs		620		261
Total	$	2,753	$	4,239

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
ASSETS
Cash and cash equivalents	$ 14,892,050	$ 19,635,725
Prepaid expenses	309,075	298,667
Other current assets	320,890	470,300
Total current assets	15,522,015	20,404,692
Equipment, net of accumulated depreciation of $ 332,603 and $ 283,682 at March 31,2023 and December 31, 2022, respectively	1,066,743	1,066,910
Total assets	16,588,758	21,471,602
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total current liabilities	11,249,994	12,683,166
Accounts payable	6,001,900	5,823,000
Accrued liabilities	2,753,378	4,238,555
Other current liabilities	2,494,716	2,621,611
Other long-term liabilities	94,177	108,500
Due to related parties	9,720,368	9,081,239
Commitments and contingencies
STOCKHOLDERS' DEFICIT
Common stock, par value $0.00001 per share; 150,000,000 shares authorized; 34,299,441 and 33,856,428 shares issued at March 31, 2023 and December 31, 2022, respectively	343	339
Additional paid-in capital	112,522,794	110,829,900
Accumulated other comprehensive loss	(373,803)	(292,468)
Accumulated deficit	(116,625,115)	(110,939,074)
Total stockholders' deficit	(4,475,781)	(401,303)
Total liabilities and stockholders' deficit	$ 16,588,758	$ 21,471,602

Share-based Compensation Plans - Summary of Non-vested Stock Activity (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Nonvested Shares, Outstanding at Beginning Balance \| shares	726,163
Nonvested Shares, Granted \| shares	666,810
Nonvested Shares, Vested \| shares	(507,217)
Nonvested Shares, Outstanding at Ending Balance \| shares	885,756
Outstanding at Beginning Balance, Weighted Average Grant Date Fair Value \| $ / shares	$ 3.01
Granted, Weighted Average Grant Date Fair Value \| $ / shares	2.30
Vested, Weighted Average Grant Date Fair Value \| $ / shares	2.34
Outstanding at Ending Balance, Weighted Average Grant Date Fair Value \| $ / shares	$ 2.87

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (5,686,041)	$ (7,777,101)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	45,686	27,077
Share-based compensation	921,139	785,506
Changes in operating assets and liabilities:
Prepaid expenses	(10,010)	(181,974)
Accounts payable	153,919	642,226
Accrued liabilities and other current liabilities	(549,527)	1,191,631
Other operating assets and liabilities	758,424	1,116,150
Net cash used in operating activities	(4,366,410)	(4,196,485)
Cash flows from investing activities:
Purchases of plant and equipment	(13,500)
Net cash used in investing activities	(13,500)
Cash flows from financing activities:
Proceeds from employee stock purchases and option exercises	45,496	689
Purchase of treasury shares to satisfy tax withholdings	(379,921)
Net cash provided by (used in) financing activities	(334,425)	689
Effect of exchange rate changes on cash	(29,340)	(4,586)
Net decrease in cash and cash equivalents	(4,743,675)	(4,200,382)
Cash and cash equivalents, beginning of period	19,635,725	38,888,828
Cash and cash equivalents, end of period	14,892,050	34,688,446
Supplemental cash flow information:
Cash paid for interest	9,961	1,550
Supplemental disclosures - non-cash activities:
Purchases of plant and equipment in accounts payable and accrued liabilities	23,042	$ 91,928
Issuance of common stock, $0.00001 par value, for payment of employee bonuses	$ 726,263

Net Loss Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

(3) Net Loss Per Share

Basic loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding. Diluted loss per common share is calculated by dividing net loss 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 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 March 31, 2023 and 2022, as they would be anti-dilutive:


	Three Months Ended March 31,
	2023		2022
Stock options		6,720,366		6,847,531
Non-vested shares		885,756		848,779

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 05, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Entity Registrant Name	MiNK Therapeutics, Inc.
Entity Central Index Key	0001840229
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity File Number	001-40908
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,422,063
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	INKT
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 Quarterly Report	true
Document Transition Report	false

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2023

New Accounting Pronouncements And Changes In Accounting Principles [Abstract]

Recent Accounting Pronouncements

(9) Recent Accounting Pronouncements

No new accounting pronouncement issued or effective during the three months ended March 31, 2023 had or is expected to have a material impact on the Company’s consolidated financial statements or disclosures.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI https://asc.fasb.org/topic&trid=2122394

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-URI https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(2)
-URI https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iv)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 11.M.Q2)
-URI https://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(2)
-URI https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 848
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=125980421&loc=SL122150809-237846

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(2)
-URI https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=122038215&loc=SL108384541-122693

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 842
-SubTopic 10
-Section 65
-Paragraph 5
-Subparagraph (f)(1)
-URI https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(2)
-URI https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (c)(2)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL126732908-238011

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 842
-SubTopic 10
-Section 65
-Paragraph 5
-Subparagraph (f)(3)
-URI https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (c)(1)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL126732908-238011

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (c)(3)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL126732908-238011

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-URI https://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(2)
-URI https://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(3)
-URI https://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(3)
-URI https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 848
-SubTopic 10
-Section 65
-Paragraph 2
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(3)
-URI https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277

+ Details

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [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 March 31, 2023 and 2022, as they would be anti-dilutive:


	Three Months Ended March 31,
	2023		2022
Stock options		6,720,366		6,847,531
Non-vested shares		885,756		848,779

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Statement Of Financial Position [Abstract]
Equipment, net of accumulated depreciation	$ 332,603	$ 283,682
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	34,299,441	33,856,428

Accrued and Other Current Liabilities

3 Months Ended

Mar. 31, 2023

Accrued Liabilities Current [Abstract]

Accrued and Other Current Liabilities

(5) Accrued and Other Current Liabilities

Accrued liabilities consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023		December 31, 2022
Payroll	$	884	$	1,655
Professional fees		354		642
Research services		895		1,681
Contract manufacturing costs		620		261
Total	$	2,753	$	4,239

Other current liabilities of $2.3 million and $2.2 million as of March 31, 2023 and December 31, 2022, respectively, represent the advance received under the Company’s research and development agreement with the Belgium Walloon Region Government (“Walloon Region”). In 2022, the Company received notice that the Walloon Region had obtained a default judgment seeking repayment of approximately $2.3 million of the advance based upon the Company allegedly not providing required notification that research and operations in the region were discontinued. The Company continues to evaluate its options relating to the default judgement and the outstanding liability.

Contingencies

3 Months Ended

Mar. 31, 2023

Loss Contingency [Abstract]

Contingencies

(8) 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 and 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

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical)	Mar. 31, 2023 $ / shares
Common stock, par value	$ 0.00001
Employee Bonus
Common stock, par value	$ 0.00001

Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions

(7) 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 may terminate the New Assignment and License Agreement without cause upon 90 days’ prior written notice to Agenus. Either party may terminate if 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 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 approximately $306,000 and $856,000 for the three months ended March 31, 2023 and 2022, respectively, is included in “Operating expenses” in the Company’s statement of operations and “Due to related parties,” of $9.7 million as of March 31, 2023, in the Company’s condensed consolidated balance sheet. Agenus has agreed to not require repayment of this balance prior to June 30, 2024.

In January 2023, the Company's CEO ("Dr. Buell"), became an employee of Agenus in the role of Chairman of the Executive Counsel. As an employee of Agenus, Dr. Buell is paid $150,000 annually and was granted an option to acquire 750,000 shares of Agenus common stock that vest over a period of four years.

In 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. These services are expected to be completed in 2022 and 2023. As of March 31, 2023, 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 three months ended March 31, 2023, approximately $22,000, related to these services is included in “Research and development” expense in the Company’s condensed consolidated statements of operations.

Dr. Buell's spouse is a partner in the law firm of Wolf, Greenfield & Sachs, P.C. (“Wolf Greenfield”), which provided legal services to the Company during the quarter ended March 31, 2023, and continues to do so. For the three months ended March 31, 2023, the Company expensed Wolf Greenfield fees totaling approximately $38,000. Dr. Buell’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 the period was an insignificant amount of Wolf Greenfield’s revenues. The Company’s Audit and Finance Committee approved these services under its related-party transactions policy.

Share-based Compensation Plans - Summary of Option Activity (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Options, Outstanding at Beginning Balance \| shares	6,148,447
Options, Granted \| shares	648,373
Options, Exercised \| shares	(61,844)
Options, Expired \| shares	(14,610)
Options, Outstanding at Ending Balance \| shares	6,720,366
Options, Vested or expected to vest at March 31, 2023 \| shares	6,720,366
Options, Exercisable at March 31, 2023 \| shares	3,594,127
Outstanding at Beginning Balance, Weighted Average Exercise Price \| $ / shares	$ 1.97
Granted, Weighted Average Exercise Price \| $ / shares	2.31
Exercised, Weighted Average Exercise Price \| $ / shares	0.01
Expired, Weighted Average Exercise Price \| $ / shares	3.03
Outstanding at Ending Balance, Weighted Average Exercise Price \| $ / shares	2.02
Vested or expected to vest at March 31, 2023, Weighted Average Exercise Price \| $ / shares	2.02
Exercisable at March 31, 2023, Weighted Average Exercise Price \| $ / shares	$ 1.23
Outstanding at March 31 , 2023, Weighted Average Remaining Contractual Term	7 years 11 months 19 days
Vested or expected to vest at March 31, 2023, Weighted Average Remaining Contractual Term	7 years 11 months 19 days
Exercisable at March 31, 2023, Weighted Average Remaining Contractual Term	7 years 2 months 19 days
Outstanding at March 31, 2023, Aggregate Intrinsic Value \| $	$ 4,047,686
Vested or expected to vest at March 31, 2023, Aggregate Intrinsic Value \| $	4,047,686
Exercisable at March 31, 2023, Aggregate Intrinsic Value \| $	$ 4,027,006

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Research and development	$ 4,193,562	$ 5,277,335
General and administrative	1,660,534	2,096,954
Operating loss	(5,854,096)	(7,374,289)
Other income (expense), net:
Interest income (expense), net	168,055	(848)
Other income (expense), net		(401,964)
Net loss	$ (5,686,041)	$ (7,777,101)
Per common share data:
Basic net loss per common share	$ (0.17)	$ (0.23)
Diluted net loss per common share	$ (0.17)	$ (0.23)
Weighted average number of common shares outstanding, basic	33,966,921	33,504,472
Weighted average number of common shares outstanding, diluted	33,966,921	33,504,472
Other comprehensive income (loss):
Foreign currency translation gain (loss)	$ (81,335)	$ 522,771
Comprehensive loss	$ (5,767,376)	$ (7,254,330)

Accrued and Other Current Liabilities - Summary of Accrued liabilities (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accrued Liabilities Current [Abstract]
Payroll	$ 884,000	$ 1,655,000
Professional fees	354,000	642,000
Research services	895,000	1,681,000
Contract manufacturing costs	620,000	261,000
Total	$ 2,753,378	$ 4,238,555

Cash and Cash Equivalents

3 Months Ended

Mar. 31, 2023

Cash And Cash Equivalents [Abstract]

Cash and Cash Equivalents

(4) Cash and Cash Equivalents

Cash equivalents consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023				December 31, 2022
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Institutional money market funds	$	13,565	$	13,565	$	18,664	$	18,664

Share-based Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2023

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Option Activity

A summary of option activity for the three-month period ended March 31, 2023 is presented below:


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2022		6,148,447		$	1.97
Granted		648,373			2.31
Exercised		(61,844	)		0.01
Forfeited		—			—
Expired		(14,610	)		3.03
Outstanding at March 31, 2023		6,720,366		$	2.02		7.97	$	4,047,686
Vested or expected to vest at March 31, 2023		6,720,366		$	2.02		7.97	$	4,047,686
Exercisable at March 31, 2023		3,594,127		$	1.23		7.22	$	4,027,006

Summary of Non-vested Stock Activity

A summary of non-vested stock activity for the three-month period ended March 31, 2023 is presented below:


	Nonvested Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		726,163		$	3.01
Granted		666,810			2.30
Vested		(507,217	)		2.34
Forfeited		—			—
Outstanding at March 31, 2023		885,756		$	2.87

Summary of Share-based Compensation Expense

The impact on the Company’s results of operations from share-based compensation for the three months ended March 31, 2023 and 2022, was as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Research and development	$	141	$	118
General and administrative		780		668
Total share-based compensation expense	$	921	$	786

Share-based Compensation Plans

3 Months Ended

Mar. 31, 2023

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-based Compensation Plans

(6) Share-based Compensation Plans

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 and generally vest ratably over a 3 or 4-year period.

A summary of option activity for the three-month period ended March 31, 2023 is presented below:


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2022		6,148,447		$	1.97
Granted		648,373			2.31
Exercised		(61,844	)		0.01
Forfeited		—			—
Expired		(14,610	)		3.03
Outstanding at March 31, 2023		6,720,366		$	2.02		7.97	$	4,047,686
Vested or expected to vest at March 31, 2023		6,720,366		$	2.02		7.97	$	4,047,686
Exercisable at March 31, 2023		3,594,127		$	1.23		7.22	$	4,027,006

The weighted average grant-date fair values of options granted during the three months ended March 31, 2023 and 2022 were $1.74 and $2.15, respectively. During the three months ended March 31, 2023 and 2022, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date.

As of March 31, 2023, there was $5.4 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 the three-month period ended March 31, 2023 is presented below:


	Nonvested Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		726,163		$	3.01
Granted		666,810			2.30
Vested		(507,217	)		2.34
Forfeited		—			—
Outstanding at March 31, 2023		885,756		$	2.87

As of March 31, 2023, there was $0.6 million of unrecognized share-based compensation expense related to these non-vested shares which will be recognized over a weighted average period of 0.6 years.

During the three months ended March 31, 2023, 37,711 shares were issued under the 2021 Employee Stock Purchase Plan, 61,844 shares were issued as a result of stock option exercises and 30,413 shares were issued as a result of the vesting of non-vested stock. Additionally, 476,804 shares were issued as payment for certain employee bonuses, with 163,759 of those shares being withheld to cover taxes, resulting in a net share issuance of 313,045.

Stock based compensation expense also includes expense related to awards 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 three months ended March 31, 2023 and 2022, was as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Research and development	$	141	$	118
General and administrative		780		668
Total share-based compensation expense	$	921	$	786

Business and Liquidity

3 Months Ended

Mar. 31, 2023

Business And Liquidity [Abstract]

Business and Liquidity

(1) Business and Liquidity

MiNK Therapeutics, Inc. (“MiNK” or the “Company”) is a clinical stage biopharmaceutical company pioneering the discovery, development and manufacturing of allogeneic, off-the-shelf, invariant natural killer T (“iNKT”) cell therapies to treat cancer and other immune-mediated diseases. iNKT cells are a distinct T cell population that combine durable memory responses with the rapid cytolytic features of natural killer cells. iNKT cells offer distinct therapeutic advantages as a platform for allogeneic therapy in that the cells naturally home to tissues, aid clearance of tumors and infected cells, and suppress graft-versus-host-disease. MiNK’s proprietary platform is designed to facilitate scalable and reproducible manufacturing for off-the-shelf delivery. As such, the Company believes that its approach represents a highly versatile application for therapeutic development in cancer and immune diseases. MiNK is leveraging its platform and manufacturing capabilities to develop a wholly owned or exclusively licensed pipeline of both native and engineered iNKT cells.

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 March 31, 2023, had an accumulated deficit of $116.6 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 March 31, 2023 of $14.9 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, Agenus has indicated a willingness to loan the Company certain funds to finance its operations.

MiNK’s product candidates are in various stages of development and 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.

Business and Liquidity - Additional Information (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Business And Liquidity [Abstract]
Accumulated deficit	$ 116,625,115	$ 110,939,074
Cash and cash equivalents	$ 14,892,050	$ 19,635,725

Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

(2) Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 24, 2023. Since the date of those financial statements there have been no changes to the Company’s significant accounting policies.

Financial Statement Preparation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of the Company’s management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of the Company’s financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management 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 financial statements and the reported amount of expenses during the reporting period. Management bases its estimates on

historical experience and on various assumptions that it believes to be reasonable under the circumstances. Actual results could differ materially from those estimates.

For the Company’s foreign subsidiaries, the local currency is the functional currency. Assets and liabilities of its foreign subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while expenses are translated into U.S. dollars using average exchange rates during the period. The cumulative translation adjustment resulting from changes in exchange rates are included in the condensed consolidated balance sheets as a component of accumulated other comprehensive income (loss) in total stockholders’ equity (deficit).

Cash and Cash Equivalents (Tables)

3 Months Ended

Mar. 31, 2023

Cash And Cash Equivalents [Abstract]

Summary of Cash Equivalents

Cash equivalents consisted of the following as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023				December 31, 2022
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Institutional money market funds	$	13,565	$	13,565	$	18,664	$	18,664

Accrued and Other Current Liabilities - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Other Liabilities Current [Line Items]
Other current liabilities	$ 2,494,716	$ 2,621,611
Research and Development Agreement
Other Liabilities Current [Line Items]
Other current liabilities	2,300,000	$ 2,200,000
Research and Development Agreement \| Other Income (Expense), Net
Other Liabilities Current [Line Items]
Repayable advance received	$ 2,300,000