MiNK Therapeutics Inc美股市值说明书(2025-07-15版)

outstanding common stock held bynon-affiliatesand a price of $64.17 per share, the closing price of our common stock on July11, 2025, which is the highest closingsale price of our common stock on the Nasdaq Capital Market within the prior 60 days. As of the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6 of FormS-3during the 12 calendar months prior to, and including, the date of this prospectus. Pursuant to General Instruction I.B.6 of FormS-3,in no event will we sell securities in public primary offerings on FormS-3with a value exceedingone-thirdof our public float (as defined by General InstructionI.B.6) in any12-calendarmonth period so long as our public float remains below $75.0million. As a result of the limitations on the maximum amount of shares that we are eligible to offer and sell under General Instruction I.B.6 of FormS-3,we may currently onlyoffer and sell shares of our common stock having an aggregate offering price of up to $21,635,985 pursuant to the ATM Sales Agreement. However, in the event that ourpublic float increases or decreases, we may sell securities in public primary offerings on FormS-3with a value up toone-thirdof our public float, in each case calculatedpursuant to General Instruction I.B.6 and subject to the terms of the ATM Sales Agreement. In the event that our public float increases above $75.0million, we will no Our common stock is listed on the Nasdaq Capital Market under the symbol “INKT.” On July14, 2025, the last reported sale price of the common stock on the NasdaqCapital Market was $40.61per share. You are urged to obtain current market quotations for our common stock.Shares of our common stock covered by this prospectus supplement and the accompanying prospectus may be sold by any method deemed to be an “at the marketoffering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). When it receives a sale order from us, the Sales Agent hasagreed to use its commercially reasonable efforts to execute on the order on mutually agreed terms. There is no arrangement for funds to be received in any escrow, trustor similar arrangement. Even though this prospectus supplement does not relate to a marketed offering of our common stock, in connection with the sale of common stock under the ATM SalesAgreement, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agent will be deemed tobe underwriting commissions or discounts. We have agreed to indemnify the Sales Agent against certain civil liabilities, including liabilities under the Securities Act. Seethe section titled “Plan of Distribution” on pageS-10of this prospectus supplement.You should read carefully and consider the “RiskFactors” referenced onpageS-5of this prospectus supplement and the risk factors described Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the Sole Sales AgentB. RILEY SECURITIES PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENT RISK FACTORSCAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTSUSE OF PROCEEDS WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE PROSPECTUS SUMMARYRISK FACTORS DESCRIPTION OF OUR COMMON STOCKDESCRIPTION OF OUR PREFERRED STOCKDESCRIPTION OF OUR WARRANTSDESCRIPTION OF OUR DEBT SECURITIESDESCRIPTION OF OUR UNITSWHERE YOU CAN FIND MORE INFORMATIONLEGAL MATTERS Commission (the “SEC”) utilizing a “shelf” registration process dated November3, 2022. Under the shelf registration process, we may offer shares ofour common stock from time to time under this prospectus supplement and the accompanying prospectus at prices and on terms to be determined by market conditions at the time of offering. This prospectus supplement, the accompanying prospectus and the documents incorporated herein and thereinby reference include important information about us, the shares being offered and other information you should know before investing in our common You should rely only on this prospectus supplement, the accompanying prospectus and the information incorporated or deemed to be incorporated This summary highlights selected information about us, this offering and information appearing elsewhere in this prospectus supplement, in theaccompanying prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the Our BusinessWe are a clinical-stage biopharmaceutical company developing first-in-class, off-the-shelf invariant natural killer T (iNKT) cell therapies designed circulation for up to six months, and the regimen was well tolerated.Based on these findings, a clinical trial (NCT06251973) is actively enrolling patients with previously treated gastric, esophageal, orgastroesophageal junction (GEJ) adenocarcinoma. This investigator-sponsored study, led by D