S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on August 11, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MiNK Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware		82-2142067
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

149 Fifth Avenue, Suite 500, New York, NY		10010
(Address of Principal Executive Offices)		(Zip Code)

MiNK Therapeutics, Inc. 2021 Equity Incentive Plan

MiNK Therapeutics, Inc. 2021 Employee Stock Purchase Plan

(Full titles of the plans)

Jennifer S. Buell, Ph.D.

President, Chief Executive Officer and Director

MiNK Therapeutics, Inc.

149 Fifth Avenue, Suite 500

New York, NY 10010

(Name and address of agent for service)

(212) 994-8250

(Telephone number, including area code, of agent for service)

Please send a copy of all communications to:

Zachary Blume

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

617-951-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

Explanatory Note

This Registration Statement on Form S-8, relating to the 2021 Equity Incentive Plan (the “2021 EIP”) of MiNK Therapeutics, Inc. (the “Registrant”) and the 2021 Employee Stock Purchase Plan of the Registrant (the “ESPP”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-266170 , filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2022 by the Registrant, relating to the 2021 EIP and the ESPP.

Item 8. Exhibits.


Exhibit

4.1		Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 20, 2021 and incorporated herein by reference).

4.2		Amended and Restated Bylaws (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 20, 2021 and incorporated herein by reference).

4.3		MiNK Therapeutics, Inc. 2021 Equity Incentive Plan (previously filed as Exhibit 10.6 to the registration statement on Form S-1/A filed on October 12, 2021 (File No. 333-259503) and incorporated herein by reference).

4.4		MiNK Therapeutics, Inc. 2021 Employee Stock Purchase Plan (previously filed as Exhibit 10.7 to the registration statement on Form S-1/A filed on October 12, 2021 (File No. 333-259503) and incorporated herein by reference).


5.1		Opinion of Ropes & Gray LLP*

23.1		Consent of KPMG LLP*

23.2		Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1)*

24.1		Powers of Attorney (included on the signature page in Part II)*

107		Filing Fee Table*

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, NY, on this 11th day of August, 2023.


MINK THERAPEUTICS, INC.

By:		/s/ Jennifer S. Buell, Ph.D
		Name: Jennifer S. Buell, Ph.D.
		Title: President, Chief Executive Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jennifer S. Buell, Ph.D. and Christine M. Klaskin, and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by MiNK Therapeutics, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

* * * *

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date
/s/ Jennifer S. Buell, Ph.D. Jennifer S. Buell, Ph.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	August 11, 2023

/s/ Christine M. Klaskin Christine M. Klaskin	Treasurer (Principal Accounting and Financial Officer)	August 11, 2023

/s/ Garo H. Armen, Ph.D. Garo H. Armen, Ph.D.	Chairman of the Board of Directors	August 11, 2023

/s/ John Baldoni, Ph.D. John Baldoni, Ph.D.	Director	August 11, 2023

/s/ Peter Behner Peter Behner	Director	August 11, 2023

/s/ Brian Corvese Brian Corvese	Director	August 11, 2023

/s/ Barbara Ryan Barbara Ryan	Director	August 11, 2023

/s/ Ulf Wiinberg Ulf Wiinberg	Director	August 11, 2023