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
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Date of Report (Date of earliest event reported): October 30, 2024 |
MiNK Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-40908 | 82-2142067 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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149 Fifth Avenue Suite 500 | |
New York, New York | | 10010 |
(Address of Principal Executive Offices) | | (Zip Code) |
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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:
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Title of each class
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Symbol(s) | |
Name of each exchange on which registered
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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.
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Date: | October 31, 2024 | By: | /s/ Jennifer Buell, Ph.D. |
| | | Jennifer Buell, Ph.D. President and CEO |
