8-K
0001840229false00018402292024-10-302024-10-30

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2024

 

 

MiNK Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40908

82-2142067

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

149 Fifth Avenue

Suite 500

 

New York, New York

 

10010

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 994-8250

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.00001 per share

 

INKT

 

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2024, the Board of Directors (the “Board”) of MiNK Therapeutics Inc., ("MiNK") elected Dr. Robert Kadlec to become a Class II director of MiNK with an initial term that expires at MiNK's annual meeting of stockholders in 2026. Dr. Kadlec will serve on the Corporate Governance and Nominating Committee.

In connection with his election to the Board, Dr. Kadlec was granted an option to purchase 41,745 shares of the MiNK's common stock pursuant to MiNK's 2021 Equity Incentive Plan. The option has a per-share exercise price equal to the closing price of MiNK's common stock on the Nasdaq Capital Market on the date of grant and a 10-year term, and it vests over three years in equal annual installments (provided Dr. Kadlec maintains a service relationship with MiNK through each such vesting date). As a non-employee director, Dr. Kadlec will also receive cash and additional equity compensation paid by MiNK pursuant to its non-employee director compensation program. There are no arrangements or understandings between Dr. Kadlec and any other person pursuant to which Dr. Kadlec was selected as a director, and there are no transactions between Dr. Kadlec and MiNK that would require disclosure under Item 404(a) of Regulation S-K.

On October 31, 2024, MiNK issued a press release announcing Dr. Kadlec's appointment to the Board. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.2 Press Release dated October 31, 2024

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

Date:

October 31, 2024

By:

/s/ Jennifer Buell, Ph.D.

 

 

 

Jennifer Buell, Ph.D. President and CEO

 


EX-99.2

MiNK Therapeutics Announces Appointment of Dr. Robert Kadlec to Board of Directors

NEW YORK, Oct. 31, 2024 (GLOBE NEWSWIRE) -- MiNK Therapeutics (MiNK, NASDAQ: INKT), a clinical-stage company pioneering the development of allogeneic off-the-shelf, invariant natural killer T (iNKT) cell therapies, today announced the appointment of Dr. Robert Kadlec to its Board of Directors. Dr. Kadlec brings unparalleled expertise in biodefense, pandemic preparedness, and public health strategy, positioning MiNK to accelerate its innovative iNKT cell platform for addressing critical infectious diseases, including pathogen-agnostic acute respiratory distress syndrome (ARDS), emerging threats and immune related diseases.

Dr. Kadlec recently served as the U.S. Senate-confirmed Assistant Secretary for Preparedness and Response (ASPR) at the U.S. Department of Health and Human Services (HHS) where he led interagency responses to public health emergencies and natural disasters. During the COVID-19 pandemic, Dr. Kadlec co-conceived and initiated the vaccine program known as Operation Warp Speed and directed the pandemic response on behalf of HHS. A retired career Air Force officer and physician, he earlier served senior roles in the White House, U.S. Senate, and Department of Defense. His prior roles as Deputy Staff Director for the Senate Select Committee on Intelligence and his work on the Pandemic and All-Hazards Preparedness Act and PREVENT Pandemics Act exemplify his commitment to advancing U.S. health security. Dr. Kadlec previously directed the biodefense strategy at the White House, leading initiatives that shaped national policy for public health emergencies.

“We are thrilled to welcome Dr. Kadlec to our Board of Directors,” said Jennifer Buell, PhD, Chief Executive Officer and President of MiNK Therapeutics. “As we continue to demonstrate the transformative potential of iNKT cells as a pathogen-agnostic approach to ARDS and other immune-related conditions, Dr. Kadlec’s unparalleled expertise in public health and biodefense will be instrumental in advancing our strategic vision. His deep understanding of public health systems, coupled with his proven track record of driving innovation in medical countermeasures, makes him the ideal partner to guide MiNK through our next phase of growth. Together, we aim to harness the power of iNKT cells to address some of the most urgent challenges in global health.”

Dr. Kadlec holds a bachelor’s degree from the United States Air Force Academy, a Doctor of Medicine and a master’s degree in tropical medicine and hygiene from the Uniformed Services University of the Health Sciences, as well as a master’s degree in national security studies from Georgetown University.

About MiNK Therapeutics

MiNK Therapeutics is a clinical-stage biopharmaceutical company pioneering the discovery, development, and commercialization of allogeneic invariant natural killer T (iNKT) cell therapies to treat cancer and other immune-mediated diseases. MiNK is advancing a pipeline of both native and next generation engineered iNKT programs, with a platform designed to facilitate scalable and reproducible manufacturing for off-the-shelf delivery. The company is headquartered in New York, NY. For more information, visit https://minktherapeutics.com/ or @MiNK_iNKT. Information that may be important to investors will be routinely posted on our website and social media channels.


Forward Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding the therapeutic potential, anticipated benefit, plans and timelines of iNKT cells and encrypted RNA, as well as the collaboration between MiNK and Autonomous Therapeutics. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These forward-looking statements are subject to risks and uncertainties, including the factors described under the Risk Factors section of the most recent Form 10-K, Form 10-Q and the S-1 Registration Statement filed with the SEC. MiNK cautions investors not to place considerable reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this press release, and MiNK and Autonomous undertake no obligation to update or revise the statements, other than to the extent required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.

Investor Contact

917-362-1370

investor@minktherapeutics.com

Media Contact

781-674-4428

communications@minktherapeutics.com