MiNK Therapeutics, Inc.

Previous wording

General and administrative (“G&A”) expense consists primarily of personnel costs, facility expenses, and professional fees. G&A expense increased 74% to $1.8 million for the three months ended June 30, 2025 from $1.1 million for the three months ended June 30, 2024. This increase is primarily due to an increase in professional fees and the incremental share-based compensation expense resulting from the option award modification approved by shareholders in June 2025.

Current wording

General and administrative (“G&A”) expense consists primarily of personnel costs, facility expenses, and professional fees. G&A expense increased 59% to $1.8 million for the three months ended September 30, 2025 from $1.2 million for the three months ended September 30, 2024. This increase was primarily due to an increase in professional fees, substantially related to fees associated with the implementation of the At Market Issuance Sales Agreement (the “Sales Agreement”).

Previous wording

Other expense increased to approximately $265,000 for the six months ended June 30, 2025 from income of approximately $331,000 for the six months ended June 30, 2024, primarily due to foreign currency exchange losses in the six months ended June 30, 2025, compared to the $185,000 gain recognized on the deconsolidation of a foreign subsidiary and the recognition of a refundable R&D tax credit in the UK in the six months ended June 30, 2024.

Current wording

Other income increased to approximately $241,000 for the three months ended September 30, 2025 from nil for the three months ended September 30, 2024, primarily due to the recognition of a refundable R&D tax credit in the UK in the three months ended September 30, 2025.

Previous wording

Interest income decreased $38,000 for the three months ended June 30, 2025, from income of $38,400 for the three months ended June 30, 2024 to income of $300 for the three months ended June 30, 2025, primarily due to interest expense accrued under our related party note (the “Note”) and decreased interest earned on our money market funds.

Current wording

Interest income decreased $23,000 for the three months ended September 30, 2025, from income of $78,000 for the three months ended September 30, 2024 to income of $55,000 for the three months ended September 30, 2025, primarily due to interest expense accrued under our related party note (the “Note”) and decreased interest earned on our money market funds.

Previous wording

R&D expense includes the costs associated with our internal research and development activities, including compensation and benefits, occupancy costs, manufacturing costs, costs of expert consultants, and administrative costs. R&D expense decreased 29% to $3.1 million for the six months ended June 30, 2025 from $4.4 million for the six months ended June 30, 2024. This decrease is primarily due to decreased costs associated with both the timing of our clinical trials and pre-clinical activities as well as decreased personnel costs, primarily due to decreased headcount.

Current wording

R&D expense includes the costs associated with our internal research and development activities, including compensation and benefits, occupancy costs, manufacturing costs, costs of expert consultants, and administrative costs. R&D expense decreased 14% to $4.2 million for the nine months ended September 30, 2025 from $4.9 million for the nine months ended September 30, 2024. This decrease was primarily due to decreased costs associated with both the timing of our clinical trials and pre-clinical activities as well as decreased personnel costs, primarily due to decreased headcount.

Previous wording

G&A expense consists primarily of personnel costs, facility expenses, and professional fees. G&A expense increased 33% to $3.1 million for the six months ended June 30, 2025 from $2.3 million for the six months ended June 30, 2024. This increase is primarily due to an increase in professional fees and the incremental share-based compensation expense resulting from the option award modification approved by shareholders in June 2025.

Current wording

G&A expense consists primarily of personnel costs, facility expenses, and professional fees. G&A expense increased 42% to $5.0 million for the nine months ended September 30, 2025 from $3.5 million for the nine months ended September 30, 2024. This increase was primarily due to an increase in professional fees and the incremental share-based compensation expense resulting from the option award modification approved by shareholders in June 2025.

Previous wording

Other expense increased to approximately $186,000 for the three months ended June 30, 2025 from income of approximately $331,000 for the three months ended June 30, 2024, primarily due to foreign currency exchange losses in the three months ended June 30, 2025, compared to the $185,000 gain recognized on the deconsolidation of a foreign subsidiary and the recognition of a refundable R&D tax credit in the UK in the three months ended June 30, 2024.

Current wording

Other expense increased to approximately $24,500 for the nine months ended September 30, 2025 from income of approximately $331,000 for the nine months ended September 30, 2024, primarily due to foreign currency exchange losses partially offset by the recognition of a refundable R&D tax credit in the UK in the nine months ended September 30, 2025, compared to the $185,000 gain recognized on the deconsolidation of a foreign subsidiary and the recognition of a refundable R&D tax credit in the UK in the nine months ended September 30, 2024.

Previous wording

Interest income decreased $41,000 for the six months ended June 30, 2025, from income of $55,000 for the six months ended June 30, 2024 to income of $14,000 for the six months ended June 30, 2025, primarily due to decreased interest earned on our money market funds and interest expense accrued under the Note.

Current wording

Interest income decreased $64,000 for the nine months ended September 30, 2025, from income of $133,000 for the nine months ended September 30, 2024 to income of $69,000 for the nine months ended September 30, 2025, primarily due to decreased interest earned on our money market funds and interest expense accrued under the Note.

Previous wording

We have incurred annual operating losses since inception in 2017, and we had an accumulated deficit of $151.2 million as of June 30, 2025. We expect to incur losses over the next several years as we continue development of our technologies and product candidates, manage our regulatory processes, initiate and continue clinical trials, and prepare for potential commercialization of products.

Current wording

We have incurred annual operating losses since inception in 2017, and we had an accumulated deficit of $154.1 million as of September 30, 2025. We expect to incur losses over the next several years as we continue development of our technologies and product candidates, manage our regulatory processes, initiate and continue clinical trials, and prepare for potential commercialization of products.

Previous wording

On July 15, 2025, we 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 our common stock, from time to time through the Sales Agent, at a maximum aggregate offering price of $50.0 million. The issuances and sales under the Sales Agreement are pursuant to our 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. In July 2025, we sold approximately 478,000 shares of our common stock under the Sales Agreement, resulting in net proceeds of approximately $13.0 million.

Current wording

On July 15, 2025, we entered into a Sales Agreement with B. Riley Securities, Inc., as sales agent (the “Sales Agent”) to sell shares of our common stock, from time to time through the Sales Agent, at a maximum aggregate offering price of $50.0 million. The issuances and sales under the Sales Agreement are pursuant to our registration statement on Form S-3 (File No. 333-268143) (the “2022 Registration Statement”) filed with the Securities and Exchange Commission on November 3, 2022, the base prospectus included in the 2022 Registration Statement, dated November 8, 2022, and a prospectus supplement, dated July 15, 2025. On November 7, 2025, we filed a registration statement on Form S-3 (File No. 333-291388) (the “2025 Registration Statement”) with the Securities and Exchange Commission to replace the 2022 Registration Statement when the 2025 Registration Statement is declared effective. We sold approximately 488,000 and 88,000 shares of our common stock pursuant to the Sales Agreement during the three months ended September 30, 2025 and the period of October 1, 2025 through November 13, 2025, respectively, and received aggregate net proceeds totaling $14.4 million. As of November 13, 2025, approximately $35.2 million remained available under the Sales Agreement.

Previous wording

We have a Note outstanding as of June 30, 2025 of $5.0 million in principal plus accrued and unpaid interest of approximately $129,000. The Note provides that we will pay Agenus on request the principal amount outstanding, together with any unpaid interest, on or after January 1, 2026. In the event of a qualified financing event, as described in the Note, at Agenus’ election, we must pay the principal amount outstanding and any unpaid interest, either in full or in the form of equity securities.

Current wording

We have a Note outstanding as of September 30, 2025 of $5.0 million in principal plus accrued and unpaid interest of approximately $154,000. The Note provides that we will pay Agenus on request the principal amount outstanding, together with any unpaid interest, on or after January 1, 2026. In the event of a qualified financing event, as described in the Note, at Agenus’ election, we must pay the principal amount outstanding and any unpaid interest, either in full or in the form of equity securities.

Previous wording

Our cash and cash equivalents balance as of June 30, 2025 was $1.7 million. Subsequent to the quarter end, we received $13.0 million from the sales of common stock in at the market offerings. We believe our cash and cash equivalents balance, plus the subsequent cash received and additional anticipated funding, will be sufficient to satisfy our liquidity requirements for more than one year from when these financial statements were issued. Because the completion of anticipated funding is not entirely within our control, we are required to disclose that substantial doubt exists about our ability to continue as a going concern for a period of one year after the date of filing of this Quarterly Report on Form 10-Q. The financial statements have been prepared on a basis that assumes we will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Current wording

Our cash and cash equivalents balance as of September 30, 2025 was $14.3 million. Subsequent to the quarter end, we received $1.2 million from the sales of common stock in at the market offerings. We believe our cash and cash equivalents balance, plus the subsequent cash received and additional anticipated funding, will be sufficient to satisfy our liquidity requirements for more than one year from when these financial statements were issued. Because the completion of anticipated funding is not entirely within our control, we are required to disclose that substantial doubt exists about our ability to continue as a going concern for a period of one year after the date of filing of this Quarterly Report on Form 10-Q. The financial statements have been prepared on a basis that assumes we will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2025 and 2024 was $2.9 million and $4.8 million, respectively. Our future ability to generate cash from operations will depend on achieving regulatory approval and market acceptance of our product candidates, and our ability to enter into collaborations.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025 and 2024 was $3.9 million and $7.8 million, respectively. Our future ability to generate cash from operations will depend on achieving regulatory approval and market acceptance of our product candidates, and our ability to enter into collaborations.

Previous wording

This Quarterly Report on Form 10-Q and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). You can identify these forward-looking statements by the fact they use words such as “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will,” “potential,” “opportunity,” and “future,” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, and other important factors, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements relate to, among other things, our business strategy, our research and development, our product development efforts, our ability to develop, including our ability to develop and obtain licensure of agenT-797, MiNK-215, and MiNK-413, our prospects for initiating partnerships or collaborations, the timing of the introduction of products, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, our cash runway and anticipated sources of funds as well as our plans, objectives, expectations, and intentions.

Current wording

This Quarterly Report on Form 10-Q and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). You can identify these forward-looking statements by the fact they use words such as “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will,” “potential,” “opportunity,” and “future,” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, and other important factors, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements relate to, among other things, our business strategy, our research and development, our product development efforts, our ability to develop, including our ability to develop and obtain licensure of agenT-797, MiNK-215, and MiNK-413, our prospects for initiating partnerships or collaborations, the timing of the introduction of products, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, our cash runway and anticipated sources of funds, our ability to operate as a going concern, as well as our plans, objectives, expectations, and intentions.