MiNK Therapeutics, Inc.

Item 1A. Risk Factors.

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. TOthere h than as described below, there have been no material changes to the risk factors described in Part I, Item 1A "Risk Factors" of our 2024 Form 10-K.

Risks Related to Our Relationship with Agenus 

Agenus owns a significant portion our common stock and may be able to exert control over specific matters subject to stockholder approval. 

Agenus beneficially owns approximately 48% of our outstanding common stock. Therefore, Agenus may have the ability to substantially influence us through this ownership position. For example, Agenus may be able to control or influence elections of directors, amendments of our organizational documents or approval of any merger, sale of assets or other major corporate transaction. Agenus interests may not always coincide with our corporate interests or the interests of other stockholders, and they may act in a manner with which you may not agree or that may not be in the best interests of us or our other stockholders. So long as Agenus continues to own a significant amount of our equity, it may be able to continue to be able to strongly influence or effectively control our decisions. Agenus could remain a significant stockholder for an extended period of time or indefinitely. Even though Agenus controls less than a majority of the voting power of our outstanding common stock, it may be able to influence the outcome of our corporate actions so long as it owns a significant portion of our common stock. 

The loss of controlled company status could disrupt our business. 

Until recently, Agenus controlled a majority of the voting power of our outstanding common stock. As a result, we were a controlled company within the meaning of the Nasdaq corporate governance requirements. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements. Nasdaq rules require that, within one year of the date we no longer qualified as a controlled company, among other things, we have a majority of independent directors on our board of directors, a compensation committee consisting solely of independent directors, and a director nominations process whereby directors are selected by a nominations committee consisting solely of independent directors or by a vote of the board of directors in which only independent directors participate. During this transition period, we may continue to utilize the available exemptions from certain Nasdaq corporate governance requirements, and accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. This could make our common stock less attractive to some investors or otherwise adversely affect its trading price.

There may be other effects of the loss of controlled company status on the trading price of our common stock and on our business, including our ability to retain and hire key personnel and maintain relationships with Agenus, our customers, and our suppliers. In addition, our business may be more likely to be disrupted by persons seeking to influence or effect a change of control, change of management or change in governance of our company. Any such disruptions to our business could have a material adverse effect on our operations and financial results.

If Agenus sells a significant interest in our company to a third party in a private transaction that results in that third party owning a controlling interest in the company, you may not realize a change of control premium on shares of our common stock, and we would become subject to the control of a presently unknown third party. In addition, Agenus may distribute a portion of the shares of our common stock it currently holds to its stockholders, which could impact our share price or volatility. 

Agenus owns a significant equity interest in our company. This means that Agenus could choose to sell some or all of its shares of our common stock in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our company. 

Agenus ability to sell its shares of our common stock privately, with no requirement for a concurrent offer to be made to acquire your shares of our common stock, could, even if it results in that third party owning a controlling interest in us, prevent you from realizing any change of control premium on your shares of our common stock that may otherwise accrue to Agenus on its private sale of our common stock. Additionally, if Agenus privately sells its significant equity interest in our company, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of interest with those of other stockholders. In addition, if Agenus sells a portion or all of their significant interest in our company to a third party, such a sale could 

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negatively impact or accelerate any future indebtedness we may incur, and negatively impact any other commercial agreements and relationships, all of which may adversely affect our ability to run our business as described herein and may have a material adverse effect on our operating results and financial condition. Furthermore, Agenus may elect to distribute to its stockholders a portion of the shares of our common stock that it holds. Such Agenus stockholders may then sell the shares of our common stock into the public market. Such sales may not be subject to the volume, manner of sale, holding period and other limitations of Rule 144 and, therefore, may adversely impact our stock price or volatility.