0000950170-24-034672 | 10-K | XBRL Viewer

Research and Development Agreement	12 Months Ended
Dec. 31, 2023
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 $2.3 million and $2.2 million as of December 31, 2023 and December 31, 2022, 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 $2.3 million of the advance based upon the Company allegedly not providing required notification that research and operations in the region were discontinued. In the year ended December 31, 2022, the Company reduced the recorded liability from the prior total of all amounts received under the advance from the Walloon Region, to the $2.3 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.

Research and Development Agreement

12 Months Ended

Dec. 31, 2023

(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 $2.3 million and $2.2 million as of December 31, 2023 and December 31, 2022, 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 $2.3 million of the advance based upon the Company allegedly not providing required notification that research and operations in the region were discontinued. In the year ended December 31, 2022, the Company reduced the recorded liability from the prior total of all amounts received under the advance from the Walloon Region, to the $2.3 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.

Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	6,945,716	6,148,447
Non-Vested Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	789,503	726,163

Consolidated Balance Sheet - USD ($)	Dec. 31, 2023	Dec. 31, 2022
ASSETS
Cash and cash equivalents	$ 3,367,229	$ 19,635,725
Prepaid expenses	53,111	298,667
Other current assets	177,964	470,300
Total current assets	3,598,304	20,404,692
Equipment, net of accumulated depreciation of $495,638 and $283,682 as of December 31, 2023 and 2022, respectively	953,977	1,066,910
Total assets	4,552,281	21,471,602
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	3,911,973	5,823,000
Accrued liabilities	5,037,361	4,238,555
Other current liabilities	2,453,251	2,621,611
Total current liabilities	11,402,585	12,683,166
Other long-term liabilities	48,072	108,500
Due To Related Party	11,157,073	9,081,239
Commitments and contingencies
Stockholders' deficit
Common stock, par value $0.00001 per share, 150,000,000 shares authorized, 34,599,119 and 33,856,428 shares issued and outstanding as of December 31, 2023 and 2022, respectively	346	339
Additional paid-in capital	115,772,085	110,829,900
Accumulated other comprehensive loss	(430,947)	(292,468)
Accumulated deficit	(133,396,933)	(110,939,074)
Total stockholders' deficit	(18,055,449)	(401,303)
Total liabilities and stockholders' deficit	$ 4,552,281	$ 21,471,602

Consolidated Statement of Cash Flows - USD ($)	12 Months Ended
Consolidated Statement of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (22,457,859)	$ (27,991,212)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	204,617	121,749
Share-based compensation	3,860,366	3,026,846
Gain on forgiveness of liability	(266,780)	(2,790,809)
Changes in operating assets and liabilities:
Prepaid expenses	245,589	(296,945)
Accounts payable	(1,917,557)	2,660,769
Accrued liabilities and other current liabilities	2,025,124	3,424,921
Other operating assets and liabilities	2,543,988	2,977,838
Net cash used in operating activities	(15,762,512)	(18,866,843)
Cash flows from investing activities:
Purchases of equipment	(73,561)	(250,046)
Net cash used in investing activities	(73,561)	(250,046)
Cash flows from financing activities:
Purchase of treasury shares to satisfy tax withholdings	(477,639)	(157,194)
Proceeds from employee stock purchases and option exercises	70,466	1,595
Net cash used in financing activities	(407,173)	(155,599)
Effect of exchange rate changes on cash	(25,250)	19,385
Net decrease in cash	(16,268,496)	(19,253,103)
Cash, beginning of period	19,635,725	38,888,828
Cash, end of period	3,367,229	19,635,725
Supplemental cash flow information:
Cash paid for interest	27,509	10,820
Supplemental disclosures - non-cash activities:
Purchases of plant and equipment in accounts payable		177,680
Insurance financing agreement	109,000	444,000
Employee Bonus
Supplemental disclosures - non-cash activities:
Issuance of common stock, $0.00001 par value, for payment of employee bonuses	1,011,360	$ 293,523
Payment For Services
Supplemental disclosures - non-cash activities:
Issuance of common stock, $0.00001 par value, for payment of employee bonuses	$ 30,000

Subsequent Events - Additional Information (Details) - USD ($)	Feb. 26, 2024	Feb. 23, 2024	Feb. 12, 2024	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Common stock, par value					$ 0.00001	$ 0.00001
Subsequent Events \| Nasdaq MVLS Notice
Subsequent Event [Line Items]
Number of trading days		30 days
Minimum value of listed securities regain compliance period		180 days
Minimum value of listed securities for ten trading days		$ 35,000,000
Subsequent Events \| Nasdaq Minimum Bid Price Notice
Subsequent Event [Line Items]
Common stock, par value	$ 0.00001
Minimum bid price required for Listing	$ 1
Number of consecutive trading days	30 days
Initial compliance period	180 days
Closing bid price for ten trading days	$ 1
Additional compliance period	180 days
Second compliance period	180 days
Subsequent Events \| Maximum \| Nasdaq MVLS Notice
Subsequent Event [Line Items]
Minimum value of listed securities		$ 35,000,000
Subsequent Events \| Convertible Promissory Note \| Agenus \| Purchase Agreement
Subsequent Event [Line Items]
Convertible debt issued, principal amount			$ 5,000,000
Convertible debt, annual interest rate			2.00%
Convertible debt, interest rate terms			Interest shall accrue and not be payable until converted or paid in connection with the repayment in full of the principal amount of the Note. The Note provides that the Company will pay Agenus on demand the principal amount outstanding, together with any unpaid interest, on or after January 1, 2026.
Convertible debt outstanding amount				$ 5,000,000

Related Party Transactions

12 Months Ended

Dec. 31, 2023

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 site) 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 $1.0 and $2.0 million for the years ended December 31, 2023 and 2022, respectively, is included in Operating expenses in the Company’s statement of operations and comprehensive loss and Due to related parties, of $11.2 million as of December 31, 2023, in the Company’s consolidated balance sheet. Agenus has agreed to not require repayment of this balance prior to March 31, 2025.

In January 2023, the Company's CEO (“Dr. Buell”), became an employee of Agenus in the role of Chairman of the Executive Council. 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.

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, 2023, the Company had entered into work orders with Atlant totaling approximately $167,000, plus out of pocket expenses which are to pass through to Company at cost. For the years ended December 31, 2023 and 2022, approximately $30,500 and $106,500 related to these services is included in “Research and development” expense in the Company’s 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 years ended December 31, 2023 and 2022, and continues to do so. In the years ended December 31, 2023 and

2022, the Company expensed Wolf Greenfield fees totaling approximately $225,000 and $343,000, respectively. 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.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Insider Trading Arrangements - Directors or Officers	3 Months Ended
Insider Trading Arrangements - Directors or Officers	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
U.S. Federal and state net operating loss carryforwards	$ 13,804	$ 11,411
Foreign net operating loss carryforwards	7,819	6,224
Research and development tax credits	341
Share-based compensation	269	441
Capitalized research expenses	6,515	4,154
Other	926	427
Total deferred tax assets	29,674	22,657
Less: valuation allowance	$ (29,674)	$ (22,657)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Components of Deferred Tax Assets and Liabilities

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, 2023 and 2022 are presented below (in thousands).


	December 31,
	2023			2022
Deferred tax assets:
U.S. Federal and state net operating loss carryforwards	$	13,804		$	11,411
Foreign net operating loss carryforwards		7,819			6,224
Research and development tax credits		341			—
Share-based compensation		269			441
Capitalized research expenses		6,515			4,154
Other		926			427
Total deferred tax assets		29,674			22,657
Less: valuation allowance		(29,674	)		(22,657	)
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 2023 and 2022 to loss before income taxes as a result of the following (in thousands).


	December 31,
	2023			2022
Computed “expected” Federal tax benefit	$	(4,716	)	$	(5,878	)
(Increase) reduction in income taxes benefit resulting from:
Change in valuation allowance		5,987			4,028
Foreign rate change		—			(842	)
Foreign income inclusion		(21	)		530
State and local income benefit, net of Federal income tax benefit		(1,693	)		(104	)
Return-to-provision adjustment		—			1,393
Foreign rate differential		—			286
Permanent differences		840			348
Other, net		(397	)		239
Income tax benefit	$	—		$	—

Share-based Compensation Plans - Summary of Non-vested Stock Activity (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Nonvested Shares, Outstanding at Beginning Balance \| shares	726,163
Nonvested Shares, Granted \| shares	1,563,324
Nonvested Shares, Vested \| shares	(804,234)
Nonvested Shares, Forfeited \| shares	(695,750)
Nonvested Shares, Outstanding at Ending Balance \| shares	789,503
Outstanding at Beginning Balance, Weighted Average Grant Date Fair Value \| $ / shares	$ 3.01
Granted, Weighted Average Grant Date Fair Value \| $ / shares	1.66
Vested, Weighted Average Grant Date Fair Value \| $ / shares	2.15
Forfeited, Weighted Average Grant Date Fair Value \| $ / shares	3.03
Outstanding at Ending Balance, Weighted Average Grant Date Fair Value \| $ / shares	$ 1.18

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022, as they would be anti-dilutive:


	2023		2022
Stock options		6,945,716		6,148,447
Nonvested shares		789,503		726,163

Description of Business

12 Months Ended

Dec. 31, 2023

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 pioneering a novel platform of living medicines based on a rare and potent class of immune cells called 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, MiNK 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 its inception in 2017, MiNK has incurred losses and expects to continue incurring operating losses and negative cash flows in the future until it is able to generate sales and profits. As of December 31, 2023, MiNK had an accumulated deficit of $133.4 million and cash and cash equivalents of $3.4 million.

MiNK believes that its cash and cash equivalents balance along with the additional funding received subsequent to year end from its parent, Agenus Inc. (“Agenus”), and funding planned from a third party will be sufficient to satisfy its liquidity requirements for more than one year from when these financial statements were issued. Because the additional funding is influenced by external uncertainties, in accordance with the relevant accounting guidance, the Company is required to disclose that substantial doubt exists about its ability to continue as a going concern for a period of one year after the date of filing of this Annual Report on Form 10-K. The financial statements have been prepared on a basis that assumes MiNK will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management continually monitors MiNK's liquidity position and adjusts spending as needed in order to preserve liquidity. Potential sources of additional funding for the Company include: (1) seeking strategic partnerships and collaborations, as well as out-licensing opportunities, for the Company's portfolio programs and product candidates, (2) exploring avenues for securing non-dilutive financing, such as grants and collaborations to strengthen the Company's balance sheet, and (3) potential of equity or debt financing options. If additional funding is not obtained through these sources, Agenus has indicated a willingness to loan MiNK additional 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.

Share-based Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares issued, payment for employee bonuses, net of shares withheld for taxes			397,951	81,534
Weighted average grant-date fair values of options granted			$ 1.78	$ 2.2
Unrecognized share-based compensation expense related to stock options			$ 3.6
Weighted average period of unrecognized share-based compensation expense			4 years 8 months 12 days
Intrinsic value of shares vested			$ 1.7
Stock option exercises			105,187	258,648
Shares issued, vesting of non-vested stock			175,196	60,595
Shares issued, payment for employee bonuses			603,830	125,199
Shares issued, withheld to cover taxes			205,879	43,665
Unrecognized share-based compensation expense related to non-vested shares			$ 0.8
Intrinsic value of options excercised			$ 0.2
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			1 year 10 months 24 days
Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option exercises				258,648
Shares issued, vesting of non-vested stock			175,196	60,595
Shares issued, payment for employee bonuses			603,830	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 EIP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for grant			6,100,000
Shares reserved for issuance			8,800,000
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of shares of company's common stock outstanding			4.00%
Additional number of shares authorised in share pool	1,400,000	1,300,000
Shares reserved for issuance under ESPP			1,000,000
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%
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued			39,340

Related Party Transactions - Additional Information (Details) - USD ($)		1 Months Ended	12 Months Ended
	Apr. 12, 2022	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Due to related parties			$ 11,157,073	$ 9,081,239
Number of shares options, granted			1,002,743
Related Party
Related Party Transaction [Line Items]
Due to related parties			$ 11,200,000
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.
Intercompany allocation included in expense			$ 1,000,000	2,000,000
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			$ 167,000
Atlant Clinical Ltd \| Research and Development
Related Party Transaction [Line Items]
Clinical research services			30,500	106,500
Wolf, Greenfield & Sachs, P.C.
Related Party Transaction [Line Items]
Legal services fee			$ 225,000	$ 343,000
Dr. Buell
Related Party Transaction [Line Items]
Compensation paid		$ 150,000
Stock Options \| Dr. Buell
Related Party Transaction [Line Items]
Number of shares options, granted		750,000

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

(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.

Segment Information

(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.

Use of Estimates

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.

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

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 $205,000 and $122,000, for the years ended December 31, 2023 and 2022, respectively.

Fair Value Measurements

(f) 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.

Foreign Currency Transactions

(g) 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 de minimis foreign currency losses for the years ended December 31, 2023 and 2022.

Research and Development

(h) 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.

Share-Based Compensation

(i) 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.

Income Taxes

(j) 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.

Net Loss Per Share

(k) 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, 2023 and 2022, as they would be anti-dilutive:


	2023		2022
Stock options		6,945,716		6,148,447
Nonvested shares		789,503		726,163

Recent Accounting Pronouncements

(l) Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires incremental annual and quarterly disclosures about segment measures of profit or loss as well as significant segment expenditures. It also requires public entities with a single reportable segment to provide all segment disclosures required by the amendments and all existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. As the Company has a single reportable segment, MiNK expects the adoption of this standard to result in increased disclosures in the notes to its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires incremental annual disclosures around income tax rate reconciliations, income taxes paid and other related disclosures. For the Company, ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for any annual periods for which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statements.

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

Consolidated Statement of Cash Flows (Parenthetical)	Dec. 31, 2023 $ / shares
Common stock, par value	$ 0.00001
Employee Bonus
Common stock, par value	0.00001
Payment For Services
Common stock, par value	$ 0.00001

Research and Development Agreement - Additional Information (Details) € in Millions	1 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2018 EUR (€)	Dec. 31, 2023 USD ($)
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Other current liabilities	$ 2,621,611		$ 2,453,251
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		$ 2,300,000
Research and Development Agreement \| Other Current Liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Repayable advance received	2,300,000
Research and Development Agreement \| Other Income (Expense), Net
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

(a) Basis of Presentation and Principles of Consolidation

(b) Segment Information

(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

(f) Fair Value Measurements

•

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

•

(g) Foreign Currency Transactions

(h) Research and Development

(i) Share-Based Compensation

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.

(j) Income Taxes

(k) Net Loss Per Share


	2023		2022
Stock options		6,945,716		6,148,447
Nonvested shares		789,503		726,163

(l) Recent Accounting Pronouncements

Equipment - Summary of Equipment, Net (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Equipment	$ 1,450,000	$ 1,351,000
Less accumulated depreciation	(495,638)	(283,682)
Equipment, net	$ 953,977	$ 1,066,910

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
Accounting Policies [Line Items]
Number of business segment \| Segment	1
Depreciation expense	$ 204,617	$ 121,749
Equipment
Accounting Policies [Line Items]
Depreciation expense	$ 205,000	$ 122,000
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

Benefit Plans - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Expense related to discretionary contribution to the Plans	$ 172,000	$ 131,000

Cash and Cash Equivalents - Summary of Cash Equivalents (Details) - Institutional Money Market Funds - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Cost	$ 2,899	$ 18,664
Estimated Fair Value	$ 2,899	$ 18,664

Share-based Compensation Plans

12 Months Ended

Dec. 31, 2023

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 IRC, 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, 2023, no shares remain available for issuance under the 2018 Plan.

In connection with the Company’s initial public offering (“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 2024 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 and 2023, the 2021 Plan share pool increased by approximately 1.3 million shares and 1.4 million shares, respectively. As of December 31, 2023, there were approximately 8.8 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 1.0 million shares reserved for issuance under the ESPP, plus an automatic annual increase on January 1st of each year from 2024 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:


	2023			2022
Expected volatility		92	%		81	%
Expected term in years		6			6
Risk-free interest rate		3.6	%		1.7	%
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 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		1,002,743			2.28
Exercised		(105,187	)		0.22
Forfeited		(61,883	)		2.94
Expired		(38,404	)		3.01
Outstanding at December 31, 2023		6,945,716			2.03		7.32	$	2,227,555
Vested or expected to vest at December 31, 2023		6,945,716			2.03		7.32	$	2,227,555
Exercisable at December 31, 2023		3,999,908		$	1.44		6.56	$	2,227,545

The weighted average grant-date fair values of options granted during the years ended December 31, 2023 and 2022, was $1.78 and $2.20, respectively. During both 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.

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 2023 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, 2023 (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, 2023, determined on the dates of exercise, was approximately $0.2 million.

As of December 31, 2023, there was $3.6 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 1.9 years. For awards with performance conditions, expense is recognized if the achievement of underlying performance conditions is deemed probable.

A summary of non-vested stock activity for 2023 is presented below:


	Nonvested Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		726,163		$	3.01
Granted		1,563,324			1.66
Vested		(804,234	)		2.15
Forfeited		(695,750	)		3.03
Outstanding at December 31, 2023		789,503		$	1.18

As of December 31, 2023, 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 4.7 years. The total intrinsic value of shares vested during the year ended December 31, 2023 was $1.7 million.

The Company issues new shares upon option exercises the vesting of non-vested stock and purchases under the ESPP. During the years ended December 31, 2023 and 2022, 105,187 shares and 258,648 shares, respectively, were issued as a result of stock option exercises. During the years ended December 31, 2023 and 2022, 175,196 shares and 60,595 shares, respectively, were issued as a result of the vesting of non-vested stock. During the year ended December 31, 2023, 39,340 shares were issued under the ESPP. Additionally, during the years ended December 31, 2023 and 2022, 603,830 shares and 125,199 shares were issued as payment for certain employee bonuses, with 205,879 shares and 43,665 of those shares being withheld to cover taxes, resulting in a net share issuance of 397,951 and 81,534, respectively.

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, 2023 and 2022, was as follows (in thousands):


	2023		2022
Research and development	$	541	$	435
General and administrative		3,289		2,592
Total share-based compensation expense	$	3,830	$	3,027

Consolidated Statement of Stockholders' Deficit - USD ($)	Total	Common Stock	Additional Paid-In Capital	Treasury Stock	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	(27,991,212)					(27,991,212)
Other comprehensive (loss) gain	332,801				332,801
Vesting of nonvested shares	$ 0	$ 1	(1)
Vesting of nonvested shares, Shares	60,595	60,595
Exercise of stock options	$ 1,595	$ 2	1,593
Exercise of stock options, shares	258,648	258,648
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	$ 136,329	$ 1	293,522	$ (157,194)
Issuance of shares for employee bonuses, shares	125,199	125,199
Issuance of shares for employee bonus, treasury shares				43,665
Retirement of treasury shares	$ 157,194			$ 157,194
Retirement of treasury shares, shares		(43,665)		43,665
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
Net Loss	(22,457,859)					(22,457,859)
Other comprehensive (loss) gain	$ (138,479)				(138,479)
Vesting of nonvested shares		$ 2	(2)
Vesting of nonvested shares, Shares	175,196	175,196
Exercise of stock options, shares	105,187
Exercise of stock options and employee share purchases	$ 70,466	$ 1	70,465
Exercise of stock options and employee share purchases, Shares		144,527
Issuance of shares for services	30,000		30,000
Issuance of shares for services, shares		25,209
Share retirement		(192)
Grant and recognition of stock options	3,698,436		3,698,436
Recognition of parent stock options	131,930		131,930
Issuance of shares for employee bonuses	$ 533,723	$ 6	1,011,356	$ (477,639)
Issuance of shares for employee bonuses, shares	603,830	603,830
Issuance of shares for employee bonus, treasury shares				(205,879)
Retirement of treasury shares	$ 477,637	$ (2)		$ 477,639
Retirement of treasury shares, shares		(205,879)		205,879
Ending Balance at Dec. 31, 2023	$ (18,055,449)	$ 346	$ 115,772,085		$ (430,947)	$ (133,396,933)
Ending Balance, Shares at Dec. 31, 2023		34,599,119

Share-based Compensation Plans - Summary of Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Options, Outstanding at Beginning Balance	6,148,447
Options, Granted	1,002,743
Options, Exercised	(105,187)	(258,648)
Options, Forfeited	(61,883)
Options, Expired	(38,404)
Options, Outstanding at Ending Balance	6,945,716	6,148,447
Options, Vested or expected to vest at December 31, 2023	6,945,716
Options, Exercisable at December 31, 2023	3,999,908
Outstanding at Beginning Balance, Weighted Average Exercise Price	$ 1.97
Granted, Weighted Average Exercise Price	2.28
Exercised, Weighted Average Exercise Price	0.22
Forfeited, Weighted Average Exercise Price	2.94
Expired, Weighted Average Exercise Price	3.01
Outstanding at Ending Balance, Weighted Average Exercise Price	2.03	$ 1.97
Vested or expected to vest at December 31, 2023, Weighted Average Exercise Price	2.03
Exercisable at December 31, 2023, Weighted Average Exercise Price	$ 1.44
Outstanding at December 31, 2023, Weighted Average Remaining Contractual Term	7 years 3 months 25 days
Vested or expected to vest at December 31, 2023, Weighted Average Remaining Contractual Term	7 years 3 months 25 days
Exercisable at December 31, 2023, Weighted Average Remaining Contractual Term	6 years 6 months 21 days
Outstanding at December 31, 2023, Aggregate Intrinsic Value	$ 2,227,555
Vested or expected to vest at December 31, 2023, Aggregate Intrinsic Value	2,227,555
Exercisable at December 31, 2023, Aggregate Intrinsic Value	$ 2,227,545

Description of Business - Additional Information (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 133,396,933	$ 110,939,074
Cash and cash equivalents	$ 3,367,229	$ 19,635,725

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Liabilities, Current [Abstract]

Summary of Accrued liabilities

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


	December 31,
	2023		2022
Payroll	$	1,831	$	1,655
Professional fees		398		642
Research services		302		1,681
Contract manufacturing costs		2,430		261
Other		76		—
Total	$	5,037	$	4,239

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (22,457,859)	$ (27,991,212)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
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+ Details

Share-based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2023

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:


	2023			2022
Expected volatility		92	%		81	%
Expected term in years		6			6
Risk-free interest rate		3.6	%		1.7	%
Dividend yield		0	%		0	%

Summary of Option Activity

A summary of option activity for 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		1,002,743			2.28
Exercised		(105,187	)		0.22
Forfeited		(61,883	)		2.94
Expired		(38,404	)		3.01
Outstanding at December 31, 2023		6,945,716			2.03		7.32	$	2,227,555
Vested or expected to vest at December 31, 2023		6,945,716			2.03		7.32	$	2,227,555
Exercisable at December 31, 2023		3,999,908		$	1.44		6.56	$	2,227,545

Summary of Non-vested Stock Activity

A summary of non-vested stock activity for 2023 is presented below:


	Nonvested Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		726,163		$	3.01
Granted		1,563,324			1.66
Vested		(804,234	)		2.15
Forfeited		(695,750	)		3.03
Outstanding at December 31, 2023		789,503		$	1.18

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, 2023 and 2022, was as follows (in thousands):


	2023		2022
Research and development	$	541	$	435
General and administrative		3,289		2,592
Total share-based compensation expense	$	3,830	$	3,027

Benefit Plans

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Benefit Plans

(12) 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, 2023 and 2022, the Company expensed $172,000 and $131,000, respectively, related to the discretionary contribution to the Plans.

Contingencies

12 Months Ended

Dec. 31, 2023

Loss Contingency [Abstract]

Contingencies

(11) 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.

- 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

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Mar. 15, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
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			$ 20.5
Entity Common Stock, Shares Outstanding		34,699,056
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
Document Financial Statement Error Correction [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 2024 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, 2023, are incorporated by reference into Part III of this Report.

Equity - Additional Information (Details) - $ / shares	12 Months Ended
Equity - Additional Information (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Class Of Stock [Line Items]
Common stock, shares authorized	150,000,000	150,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Authorized capital stock increased	155,000,000
Preferred stock, shares authorized	5,000,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Consolidated Balance Sheet (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Equipment, net of accumulated depreciation	$ 495,638	$ 283,682
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	34,599,119	33,856,428
Common stock, shares outstanding	34,599,119	33,856,428

Share-based Compensation Plans - Summary of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 3,830	$ 3,027
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	541	435
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 3,289	$ 2,592

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-Topic 718
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+ Details

Consolidated Statement of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Research and development	$ 15,489,997	$ 23,115,123
General and administrative	7,431,108	7,834,155
Operating loss	(22,921,105)	(30,949,278)
Other income (expense), net:
Interest Income (Expense), Net	463,256	253,323
Other income (loss), net	(10)	2,704,743
Net loss	$ (22,457,859)	$ (27,991,212)
Per common share data:
Basic net loss per common share	$ (0.65)	$ (0.83)
Diluted net loss per common share	$ (0.65)	$ (0.83)
Weighted average number of common shares outstanding, basic	34,359,945	33,672,927
Weighted average number of common shares outstanding, diluted	34,359,945	33,672,927
Other comprehensive gain (loss)
Foreign currency translation gain (loss)	$ (138,479)	$ 332,801
Comprehensive loss	$ (22,596,338)	$ (27,658,411)

Cash and Cash Equivalents

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 (in thousands):


	December 31, 2023				December 31, 2022
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Institutional money market funds	$	2,899	$	2,899	$	18,664	$	18,664

Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity

(7) Equity

The Company’s authorized capital stock consists of 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.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

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-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Summary of Equipment, Net

Equipment, net, consisted of the following as of December 31, 2023 and 2022 (in thousands):


	December 31,
	2023			2022
Equipment	$	1,450		$	1,351
Less accumulated depreciation		(496	)		(284	)
Equipment, net	$	954		$	1,067

Income Taxes - Income Taxes Recorded Differed from Amounts Computed (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Computed “expected” Federal tax benefit	$ (4,716)	$ (5,878)
(Increase) reduction in income taxes benefit resulting from:
Change in valuation allowance	5,987	4,028
Foreign rate change		(842)
Foreign income inclusion	(21)	530
State and local income benefit, net of Federal income tax benefit	(1,693)	(104)
Return-to-provision adjustment		1,393
Foreign rate differential		286
Permanent differences	840	348
Other, net	$ (397)	$ 239

Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Equipment

(4) Equipment

Equipment, net, consisted of the following as of December 31, 2023 and 2022 (in thousands):


	December 31,
	2023			2022
Equipment	$	1,450		$	1,351
Less accumulated depreciation		(496	)		(284	)
Equipment, net	$	954		$	1,067

Income Taxes

12 Months Ended

Dec. 31, 2023

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 2019. However, net operating losses from the tax year 2017 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, 2023, the Company had available net operating loss carryforwards of $52.3 million for Federal and state income tax purposes, which are available to offset future Federal and state taxable income, if any. $52.1 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 ("IRC") 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 $20.5 million generated in the United Kingdom and $9.1 million in Belgium. 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 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 $6.5 and $4.2 million as of December 31, 2023 and 2022 respectively.


	December 31,
	2023			2022
Deferred tax assets:
U.S. Federal and state net operating loss carryforwards	$	13,804		$	11,411
Foreign net operating loss carryforwards		7,819			6,224
Research and development tax credits		341			—
Share-based compensation		269			441
Capitalized research expenses		6,515			4,154
Other		926			427
Total deferred tax assets		29,674			22,657
Less: valuation allowance		(29,674	)		(22,657	)
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 $7.0 million and $4.0 million during the years ended December 31, 2023 and 2022, respectively.

Income tax benefit was nil for the years ended December 31, 2023 and 2022. Income taxes recorded differed from the amounts computed by applying the U.S. Federal income tax rate of 21% in 2023 and 2022 to loss before income taxes as a result of the following (in thousands).


	December 31,
	2023			2022
Computed “expected” Federal tax benefit	$	(4,716	)	$	(5,878	)
(Increase) reduction in income taxes benefit resulting from:
Change in valuation allowance		5,987			4,028
Foreign rate change		—			(842	)
Foreign income inclusion		(21	)		530
State and local income benefit, net of Federal income tax benefit		(1,693	)		(104	)
Return-to-provision adjustment		—			1,393
Foreign rate differential		—			286
Permanent differences		840			348
Other, net		(397	)		239
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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

(13) Subsequent Events

Convertible Note

On February 12, 2024, the Company and Agenus entered into a Convertible Promissory Note Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company issued to Agenus a Convertible Promissory Note in the principal amount of up to $5.0 million (the “Note”). The Purchase Agreement sets forth the terms and conditions, including representations and warranties, for the Company’s issuance and sale of the Note to Agenus.

The Company may draw down on the principal amount of the Note from time to time with Agenus’s consent in any increment, either in the form of advancements or payments made by Agenus on the Company’s behalf. The Note carries an annual rate of interest rate of 2% (the “Interest Rate”) that accrues from the date funds are paid or advanced by Agenus to the Company. Interest shall accrue and not be payable until converted or paid in connection with the repayment in full of the principal amount of the Note. The Note provides that the Company will pay Agenus on demand the principal amount outstanding, together with any unpaid interest, on or after January 1, 2026. In the event of a qualified financing event, as described in the Note, at Agenus’s election, the Company must pay the principal amount outstanding and any unpaid interest, either in full or in the form of equity securities. In March 2024 MiNK received $5.0 million from Agenus and the Note was fully drawn.

Nasdaq MVLS Notice

On February 23, 2024, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying it that for the previous 30 consecutive trading days the Company’s Minimum Value of Listed Securities (“MVLS”) was less than $35.0 million, as required by Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). Nasdaq has provided the Company with 180 calendar days, or until August 21, 2024, to regain compliance. To regain compliance, the Company’s MVLS must meet or exceed $35.0 million for a minimum of ten consecutive trading days.

In the event the Company does not regain compliance with the MVLS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Company will continue to monitor its MVLS and consider its available options to regain compliance with the MVLS Rule. However, there can be no assurance that the Company will be able to regain compliance with the MVLS Rule.

Nasdaq Minimum Bid Price Notice

On February 26, 2024, the Company received a letter (the “Minimum Bid Price Notice”) from Nasdaq notifying the Company that its common stock, $0.00001 par value per share (the “Common Stock”), failed to comply with the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) based upon the closing bid price of the Common Stock for the 30 consecutive trading days prior to the date of the Minimum Bid Price Notice from Nasdaq.

The Company has been provided an initial compliance period of 180 calendar days, or until August 26, 2024, to regain compliance with the Minimum Bid Price Rule which requires that the closing bid price of the Common Stock meet or exceed $1.00 per share for a minimum of ten consecutive trading days.

If the Company is unable to regain compliance with the Minimum Bid Price Rule, the Company may be eligible for an additional 180-day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Rule, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, Nasdaq will notify the Company of its determination to delist the Common Stock, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel.

The Company will continue to monitor the bid price of the Common Stock and consider its available options to regain compliance with the Minimum Bid Price Rule. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Rule.

Cash and Cash Equivalents (Tables)

12 Months Ended

Dec. 31, 2023

Cash and Cash Equivalents [Abstract]

Summary of Cash Equivalents

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


	December 31, 2023				December 31, 2022
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Institutional money market funds	$	2,899	$	2,899	$	18,664	$	18,664

Share-based Compensation Plans - Summary of Fair value of Options Granted Under Weighted Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Expected volatility	92.00%	81.00%
Expected term in years	6 years	6 years
Risk-free interest rate	3.60%	1.70%
Dividend yield	0.00%	0.00%

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax [Line Items]
Tax years open for examination	2018 2019 2020 2021
Net operating loss carryforwards	$ 52,100
Net operating loss carryforwards, Expiration date	Dec. 31, 2037
Valuation allowance, Deferred tax asset, increase (decrease)	$ 7,000	$ 4,000
Federal income tax rate	21.00%	21.00%
Capitalized research expenses	$ 6,515	$ 4,154
Federal
Income Tax [Line Items]
Net operating loss carryforwards	$ 52,300
Capitalized expenses amortization period	5 years
State
Income Tax [Line Items]
Net operating loss carryforwards	$ 52,300
Foreign
Income Tax [Line Items]
Capitalized expenses amortization period	15 years
Foreign \| United Kingdom
Income Tax [Line Items]
Net operating loss carryforwards	$ 20,500
Foreign \| Belgium
Income Tax [Line Items]
Net operating loss carryforwards	$ 9,100

Accrued Liabilities - Summary of Accrued liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accrued Liabilities, Current [Abstract]
Payroll	$ 1,831,000	$ 1,655,000
Professional fees	398,000	642,000
Research services	302,000	1,681,000
Contract manufacturing costs	2,430,000	261,000
Other	76,000
Total	$ 5,037,361	$ 4,238,555

Accrued Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Liabilities, Current [Abstract]

Accrued Liabilities

(6) Accrued Liabilities

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


	December 31,
	2023		2022
Payroll	$	1,831	$	1,655
Professional fees		398		642
Research services		302		1,681
Contract manufacturing costs		2,430		261
Other		76		—
Total	$	5,037	$	4,239