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

Rhea-AI Filing Summary

MiNK Therapeutics, Inc. (NASDAQ: INKT) filed a Form 8-K summarizing the results of its Annual Meeting of Stockholders held on 18 June 2025. A quorum was achieved with 2,793,022 shares (70.41% of outstanding) present in person or by proxy. Shareholders voted on three routine proposals outlined in the proxy dated 30 April 2025.

Proposal 1 – Election of Class I Directors: Incumbents Jennifer Buell and Ulf Wiinberg were each re-elected to serve until the 2028 meeting. Support levels were strong, with Buell receiving 2,337,073 “For” votes (98.7% of votes cast, excluding non-votes) and Wiinberg receiving 2,312,077 “For” votes (97.7%). Broker non-votes totaled 424,803 shares.

Proposal 2 – Option Exchange: Shareholders approved the company’s option exchange program, designed to allow eligible employees to exchange existing stock options for new options. The measure passed with 2,269,364 “For”, 97,538 “Against,” and 1,317 “Abstain,” while 424,803 broker non-votes were recorded.

Proposal 3 – Auditor Ratification: KPMG LLP was ratified as independent registered public accounting firm for fiscal 2025, receiving 2,773,188 “For” votes (99.1%), 12,846 “Against,” and 6,988 abstentions.

No other matters were brought before the meeting, and there were no disclosures regarding financial performance, strategic transactions, or changes in control. The filing is primarily procedural, confirming continued shareholder support for existing leadership and governance practices.

Insights

Financial Analyst

TL;DR: Routine AGM; directors re-elected, option exchange and KPMG ratified—neutral governance update, no direct financial impact.

The 8-K contains only the voting outcomes of MiNK Therapeutics’ 2025 Annual Meeting. All proposals passed comfortably, with approximately 70% participation—healthy but not extraordinary for a micro-cap biotech. Re-election of CEO Jennifer Buell and director Ulf Wiinberg signals continuity. The option exchange program may slightly refresh employee incentives but does not alter share count today; dilution, if any, depends on future exercise. Auditor ratification of KPMG is standard. There are no new operational, clinical, or financial disclosures. Overall, this filing is neutral for valuation and should not move the stock absent other information.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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): June 18, 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 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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 18, 2025. A total of 2,793,022 shares of common stock, representing 70.41% of the shares outstanding and eligible to vote and constituting a quorum, were present at the Annual Meeting or represented by valid proxies. At the Annual Meeting, the Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 30, 2025: (i) to elect Jennifer Buell and Ulf Wiinberg as Class I directors, each for a term of three years expiring at the 2028 Annual Meeting of Stockholders (“Proposal 1”), (ii) to approve the option exchange proposal (“Proposal 2”), and (iii) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 3”).

The Company’s stockholders elected each of the Class I director nominees nominated for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class I directors as follows:

Class I Director Nominees	For	Against	Withheld	Broker Non-Votes
Jennifer Buell	2,337,073	0	31,146	424,803
Ulf Wiinberg	2,312,077	0	56,142	424,803

The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

For	Against	Abstain	Broker Non-Votes
2,269,364	97,538	1,317	424,803

The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:

For	Against	Abstain	Broker Non-Votes
2,773,188	12,846	6,988	0

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:	June 18, 2025	By:	/s/ Jennifer S. Buell, Ph.D.
			Jennifer S. Buell, Ph.D. President and CEO