[8-K] MiNK Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

MiNK Therapeutics, Inc. (NASDAQ: INKT) filed a Form 8-K announcing that on 15 July 2025 it entered into an At-Market Issuance Sales Agreement with B. Riley Securities. The agreement allows the company to issue and sell up to $50 million of common stock from time to time on the open market.

The shares will be offered under the company’s effective Form S-3 shelf registration (File No. 333-268143) via a base prospectus (dated 8 Nov 2022) and a new prospectus supplement dated 15 July 2025. Sales will be made at prevailing market prices, with B. Riley acting as the agent for placement; compensation terms were not disclosed in this filing.

Exhibits include: (1) the full Sales Agreement (Ex 1.1); (2) the legal opinion and consent of Latham & Watkins LLP (Ex 5.1 & 23.1); and (3) the cover-page Inline XBRL file (Ex 104).

Key Implications for Investors

• The facility provides flexible, immediate access to capital that can support R&D, clinical trials or general corporate purposes without negotiating separate financing rounds.
• Issuances will be executed “at-the-market,” potentially creating incremental selling pressure and dilution as shares are sold into the market.
• The $50 million capacity should be evaluated relative to MiNK’s market capitalisation; if sizeable, ongoing issuance could materially increase the share count.

Positive

• Enhanced financial flexibility: Ability to raise up to $50 million on an as-needed basis without executing a large, one-time secondary offering.

Negative

• Dilution risk: Issuance of new shares up to $50 million could materially increase share count and apply downward pressure on the stock price.

Insights

Equity Capital Markets Analyst

TL;DR Flexible ATM raises liquidity but introduces near-term dilution risk; impact depends on pace of issuance and cash burn trajectory.

The $50 million ATM equals a meaningful percentage of MiNK’s current market cap (not disclosed here, but historically sub-$150 million). For a pre-revenue biotech, this is a standard financing tool that lowers execution risk versus a discrete secondary. It reduces financing overhang by allowing incremental draws when pricing is favourable, and avoids steep underwriting discounts. However, because shares are sold into the open market, the company effectively becomes a steady seller, capping upside momentum. Absent near-term catalysts, investors may price in the full potential dilution immediately, depressing the stock. Overall I view the disclosure as neutral: it strengthens the balance-sheet option set but does not alter the fundamental outlook until funds are actually raised.

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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): July 15, 2025

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 Number)

149 Fifth Avenue, Suite 500 New York, New York		10010
(Address of principal executive offices)		(Zip Code)

212 994-8250

Registrant’s telephone number, including area code

N/A

(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 1.01. Entry into a Material Definitive Agreement.

On July 15, 2025, MiNK Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., as sales agent (the “Sales Agent”) to sell shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), from time to time through the Sales Agent, having a maximum aggregate offering price of $50,000,000. The issuances and sales under the Sales Agreement are pursuant to the Company’s registration statement on Form S-3 (File No. 333-268143) (the “Registration Statement”) filed with the Securities and Exchange Commission on November 3, 2022, the base prospectus included in the Registration Statement, dated November 8, 2022, and a prospectus supplement, dated July 15, 2025.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated herein by reference.

The legal opinion of Latham & Watkins LLP relating to the shares of Common Stock being sold pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		At Market Issuance Sales Agreement, dated as of July 15, 2025, between MiNK Therapeutics, Inc. and B. Riley Securities, Inc.
5.1		Opinion of Latham & Watkins LLP
23.1		Consent of Latham & Watkins LLP (contained in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

				MINK THERAPEUTICS, INC.
Date: July 15, 2025				By:		/s/ Jennifer S. Buell, Ph.D.
						Name: Jennifer S. Buell, Ph.D. Title: President and CEO

FAQ

What did MiNK Therapeutics (INKT) announce on 15 July 2025?

It entered into a $50 million At-Market Issuance Sales Agreement with B. Riley Securities.

How much stock can MiNK Therapeutics issue under the new ATM facility?

Up to $50 million of common stock may be sold over time.

Which registration statement covers the ATM offering?

The shares are registered under Form S-3 (File No. 333-268143) filed on 3 Nov 2022.

Who is acting as sales agent for the ATM program?

B. Riley Securities, Inc. will act as the sales agent.

What legal firm provided the opinion for the ATM shares?

Latham & Watkins LLP supplied the legal opinion (Exhibit 5.1).

Will the ATM offering immediately dilute shareholders?

Dilution occurs only as shares are sold; the company can choose timing and size of each issuance.