Exhibit 4.2
THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH PLEDGE, SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
MiNK THERAPEUTICS, INC.
Convertible Promissory Note
UP TO $5,000,000 February 12, 2024
For value received, MiNK Therapeutics, Inc. (the “Company”), hereby promises to pay to the order of Agenus Inc. (hereinafter together with its successors in title and assigns referred to as the “Holder”), on demand by the Holder on or after January 1, 2026 (the “Maturity Date”), the principal amount outstanding under this note, together with interest thereon as set forth below (such aggregate amount, the “Amount Due”), unless earlier repaid or converted pursuant to the terms and conditions set forth below. The principal amount of this Note is for up to FIVE MILLION DOLLARS ($5,000,000), which may be drawn down from time to time with the Holder’s consent and in any increment, either in the form of advancements or payments made by the Holder on the Company’s behalf. Interest shall accrue from the date funds are paid or advanced.
This Convertible Promissory Note (this “Note”) is being issued by the Company pursuant to that certain Convertible Promissory Note Purchase Agreement, dated as of the date hereof, by and among the Company and the Holder (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
Exhibit 4.2
directly or indirectly, controls, or is controlled by, or is under common control with such specified Person. For purposes of this definition, “control,” “controlled by” and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
“Change of Control” means the merger or consolidation of the Company into or with another Company (other than a wholly-owned subsidiary of the Company in a merger in which the Company is the surviving Company and the Certificate of Incorporation remains unchanged), the sale, lease, exclusive license, transfer or other disposition of all or substantially all of the assets or intellectual property of the Company (other than to a wholly-owned subsidiary of the Company), a transfer of more than fifty percent (50%) of the voting power of the Company, in a single transaction or series of related transactions and the closing of the initial public offering of the Company’s Common Stock; provided, that a Qualified Financing or other equity financing shall not constitute a “Change of Control”.
“Equity Securities” means the Common Stock or Preferred Stock issued upon conversion of the Note under this Section 3.
“Qualified Financing” means the first bona fide sale (or series of related sales) by the Company of its Equity Securities after the date of the Purchase Agreement resulting in aggregate proceeds to the Company (excluding the Note) of at least fifty million dollars ($50,000,000).
“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.
Exhibit 4.2
“Preferred Stock” means the preferred stock, par value $0.00001 per share, of the Company (or any similar equity security to be issued in connection with the Qualified Financing) to be authorized immediately prior to the closing of the Qualified Financing.
Upon the occurrence of an Event of Default, the Holder shall have then, or at any time thereafter, all of the rights and remedies afforded by the Uniform Commercial Code as from time to time in effect in the Commonwealth of Massachusetts or afforded by other applicable law.
Exhibit 4.2
unless the obligation to make such deduction or withholding is imposed by law.
Exhibit 4.2
[Signature on following page]
Exhibit 4.2
IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first written above.
COMPANY:
MiNK THERAPEUTICS, INC.
By: /s/ Jennifer Buell
Name: Jennifer Buell
Title: President & CEO
HOLDER:
AGENUS INC.
By: /s/ Garo Armen
Name: Garo Armen
Title: Chairman & CEO
[Signature Page to Convertible Promissory Note]