SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 MINK THERAPEUTICS, INC.
 149 Fifth Avenue, Suite 500 New
York, NY 10010 December 10, 2025
 V IA EDGAR T RANSMISSION
 Securities and Exchange Commission Division of Corporation
Finance Office of Life Sciences 100 F Street, N.E.
 Washington, D.C. 20549 Attention:   Tim Buchmiller

 Re:
 MINK THERAPEUTICS, INC.
 Registration Statement on Form S-3 (Registration No. 333-291388)
 Ladies and Gentlemen: In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (Registration
 No. 333-291388) (as amended, the “Registration Statement”) of MiNK Therapeutics, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as
of 4:30 p.m., Eastern Time, on December 11, 2025, or at such later time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration Statement has been declared effective, please orally confirm that
event with our counsel, Latham & Watkins LLP, by calling Elisabeth M. Martin at (617) 948-6018.
 If you have any questions regarding the foregoing, please do not hesitate to contact Elisabeth M. Martin at (617) 948-6018 or Wesley C. Holmes at (617) 948-6027, of Latham & Watkins LLP. Thank you in advance for your consideration.

 Very truly yours,

 M I NK T HERAPEUTICS , I NC .

 By:

 /s/ Jennifer S. Buell, Ph.D.

 Name:

 Jennifer S. Buell, Ph.D.

 Title:

 President and Chief Executive Officer

 cc:
 Peter N. Handrinos, Latham & Watkins LLP
 Wesley C. Holmes, Latham & Watkins LLP
 Elisabeth M. Martin, Latham & Watkins LLP

August 15, 2024
Jennifer S. Buell, Ph.D.
Chief Executive Officer
MiNK Therapeutics, Inc.
149 Fifth Street, Suite 500
New York, NY 10010
Re:MiNK Therapeutics, Inc.
Registration Statement on Form S-3
Filed August 13, 2024
File No. 333-281522
Dear Jennifer S. Buell, Ph.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Zachary R. Blume

CORRESP
1
filename1.htm

CORRESP

 MiNK Therapeutics, Inc.

149 Fifth Street, Suite 500

 New
York, NY 10010

 August 15, 2024

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:  Jimmy McNamara

Re:
 MiNK Therapeutics, Inc.

Registration Statement on Form S-3 (File No. 333- 281522)

Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of
1933, as amended, MiNK Therapeutics, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00
p.m. Eastern Time on August 16, 2024, or as soon as possible thereafter. The Company hereby authorizes Zachary Blume of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

Please contact Zachary Blume (zachary.blume@ropesgray.com) / telephone: (617) 951-7000 of Ropes & Gray LLP as
soon as the registration statement has been declared effective.

 [Signature page follows]

Very truly yours,

MINK THERAPEUTICS, INC.

By:

 /s/ Christine Klaskin

Name:

Christine Klaskin

Title:

Treasurer

 [Signature Page to
Acceleration Request]

United States securities and exchange commission logo
November 7, 2022
Jennifer S. Buell, Ph.D.
President, Chief Executive Officer and Director
MiNK Therapeutics, Inc.
149 Fifth Street, Suite 500
New York, NY 10010
Re:MiNK Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 3, 2022
File No. 333-268143
Dear Jennifer S. Buell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Zachary Blume, Esq.

CORRESP
1
filename1.htm

CORRESP

 MiNK Therapeutics, Inc.

149 Fifth Street, Suite 500

 New
York, NY 10010

 November 7, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 MiNK Therapeutics, Inc.

Registration Statement on Form S-3 (File No. 333-268143)

 Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, MiNK Therapeutics, Inc., a Delaware corporation (the
“Company”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on November 8, 2022, or as soon as possible
thereafter. The Company hereby authorizes Zachary Blume of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

Please notify Zachary Blume of Ropes & Gray LLP, counsel to the Company, at (617) 951-7663 as
soon as the registration statement has been declared effective.

 [Signature page
follows]

 U.S Securities and Exchange Commission

Page 2

Very truly yours,

MiNK Therapeutics, Inc.

By:

/s/ Jennifer S. Buell, Ph.D.

 Jennifer S. Buell, Ph.D.

 President, Chief
Executive Officer

 and Director

 [Signature Page to
Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 October 12, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:    Dillon Hagius

Re:    MiNK Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-259503

Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of MiNK Therapeutics, Inc. (the “Company”) that the effectiveness of the Registration Statement
on Form S-1 (Registration No. 333-259503) be accelerated so that the Registration Statement will become effective at 4:00 p.m. Eastern Time on October 14,
2021, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request by telephone call to the staff of the U.S. Securities and Exchange Commission.

Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that the underwriters expect to
distribute approximately 125 copies of the Company’s preliminary prospectus dated October 12, 2021 to institutions, prospective underwriters and others.

The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the
underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed
offering.

 [Remainder of Page Intentionally Left Blank; Signature Page Follows]

 Very truly yours,

EVERCORE GROUP L.L.C.

WILLIAM BLAIR AND COMPANY, L.L.C.

EVERCORE GROUP L.L.C.

By:

 /s/ Simon Elliott

Name:

Simon Elliott

Title:

Senior Managing Director

WILLIAM BLAIR AND COMPANY, L.L.C.

By:

 /s/ John Sonnier

Name:

John Sonnier

Title:

Partner

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 MiNK Therapeutics, Inc.

149 Fifth Avenue, Suite 500

 New
York, NY 10010

 October 12, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention:    Dillon Hagius

 Re:     MiNK Therapeutics, Inc.

Registration Statement on Form S-1 (File No. 333-259503)

 Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, MiNK Therapeutics, Inc., a Delaware corporation (the
“Company”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on October 14, 2021, or as soon as possible
thereafter. The Company hereby authorizes Zachary Blume of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

Please call Zachary Blume of Ropes & Gray LLP, counsel to the Company, at (617) 951-7663, as
soon as the registration statement has been declared effective.

 [Signature page follows]

Very truly yours,

MINK THERAPEUTICS, INC.

By:

 /s/ Jennifer S. Buell

Name:

Jennifer S. Buell

Title:

President and Chief Executive Officer

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 ROPES & GRAY LLP

PRUDENTIAL TOWER

 800 BOYLSTON STREET

BOSTON, MA 02199-3600

 WWW.ROPESGRAY.COM

 Submitted pursuant to a

Request for Confidential Treatment

Pursuant to 17 C.F.R. 200.83

FOIA Confidential Treatment Request

 The entity
requesting confidential treatment is

 MiNK Therapeutics, Inc.

149 Fifth Avenue, Suite 500

 New York, NY 10010

 Attention: President and Chief Executive Officer

Phone: (212) 994-8250

Certain confidential information in this letter has been omitted and provided separately to the Securities and Exchange Commission. Confidential treatment
has been requested by MiNK Therapeutics, Inc. with respect to the omitted portions, which are identified in this letter by the mark “[***].”

September 24, 2021

 VIA EDGAR AND SECURE FILE
TRANSFER

 Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Attention:

Dillon Hagius / Joe McCann—Legal

Nudrat Salik / Daniel Gordon—Accounting

Re:
 AgenTus Therapeutics, Inc. (n/k/a MiNK Therapeutics, Inc.)

Draft Registration Statement on Form S-1

Submitted January 22, 2021

CIK No. 0001840229

 Ladies and Gentleman:

 On behalf of MiNK Therapeutics, Inc. (the “Company”), set forth below is information in response to Comment 16 contained
in the letter dated February 19, 2021 from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form
S-1, File No. 333-259503 (the “Registration Statement”) that was filed with the Commission. The supplemental response set forth below is based upon
information provided to Ropes & Gray LLP by the Company.

 CONFIDENTIAL TREATMENT REQUESTED BY MINK THERAPEUTICS INC.

Securities and Exchange Commission

 Division of Corporation
Finance

 September 24, 2021

 In this Letter, we have recited the prior comment from the Staff in italicized, bold type and
have followed the comment with the Company’s response. All common stock figures in this letter give effect to a [***]-for-1 stock split that the Company plans to
effect on or about September 28, 2021.

 16. Once you have an estimated offering price or range,
please explain to us how you determined the fair value of your common stock underlying equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price.
This information will help facilitate our review of your accounting for equity issuances including stock compensation.

Response: The Company supplementally advises the Staff that, based on discussions with the Company’s board of directors and input
provided by the underwriters, the Company currently expects the price range for this offering to be within the range of $[***] to $[***] per share.

The estimated price range is based on a number of factors, including the Company’s prospects and the prospects for the Company’s
industry in general, the general condition of the securities markets, the recent market prices of, and the demand for, publicly traded stock of generally comparable companies and preliminary discussions with the underwriters regarding potential
valuations of the Company. The actual price range to be included in a subsequent amendment to the Registration Statement has not yet been determined and will not be established until shortly before printing the preliminary prospectus for the
offering, taking into account all relevant market factors at that time. However, the Company believes that the estimated price range will not be subject to significant change.

We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with this offering, the
Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, and the price
range to be included in such amendment will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

Grant Date Fair Value Determinations

November 14, 2019, January 22, 2020 and January 30, 2020 Option Grants. In June
2019, the Company obtained a third-party valuation of its common stock as of February 28, 2019, which reflected an estimated fair value of $[***] per share. In determining the fair value of the shares of common stock, the third-party valuation
specialist (the “Specialist”) applied a discounted cash flow analysis to estimate the business enterprise value of the Company. The Specialist could not apply a Backsolve Method to infer value from transactions in the Company’s
own securities because the Company was at a very early stage (pre-clinical) and had never

 Bracketed and
Highlighted Information Subject to Confidential Treatment Request

 -2-

 CONFIDENTIAL TREATMENT REQUESTED BY MINK THERAPEUTICS INC.

Securities and Exchange Commission

 Division of Corporation
Finance

 September 24, 2021

conducted a third-party equity financing. The Company had a negative book value of equity and management estimated that it would be approximately five years until the Company was expected to
generate revenues. Given the required investment over the next five years and significant risk of future cash flow, the Company’s total equity value was de minimis as of the valuation date using both the cost approach and the income
approach, resulting in a fair value of one common share of $[***] per share when calculated using the option-pricing method. This valuation was considered by the Company in determining the fair value of shares of the Company’s common stock of
$[***] per share for options granted on November 14, 2019, January 22, 2020 and January 30, 2020, on which dates options to acquire 166,982, 233,774, and 2,019,787 shares of the Company’s common stock were granted by the Company,
respectively. Among the qualitative factors considered by the Company in determining the fair value of the Company’s shares of common stock were the following:

•

 The Company estimated that it would be five years before a liquidity event and the Specialist applied a 25%
discount for lack of marketability.

•

 The discount for lack of marketability relied on the time to a liquidity event of five years and the volatility
of the Company’s common stock based in part on the volatility of Agenus’ equity over a historical term commensurate with the anticipated period before a liquidity event, as well as the volatility of other companies in the biotechnology
sector.

 February 11, 2021 and September 13, 2021 Option Grants. In January
2021, the Company engaged the Specialist to provide a third-party valuation of its common stock as of February 1, 2021, which resulted in an estimated fair value of $[***] per share. In determining the fair value of the shares of the
Company’s common stock, the third-party valuation relied on the value indications from investment bankers, based in part on the market capitalization of Agenus, ahead of the Company’s confidential submission of a draft Registration
Statement on Form S-1, which were prepared using market data through October 8, 2020, and then adjusted those estimates for the market and industry performance between October 8, 2020 and the
valuation date to “roll forward” the total equity value indication from October 8, 2020 to the valuation date. Since the Company had a simple capital structure, the Specialist subtracted the value of existing options using the
Black-Scholes Model to incorporate the dilutive impact from the options when estimating the fair value of the Company’s common stock. This valuation was considered by the Company in its determination of the fair value of shares of common stock
of $[***] per share for options granted by the Company on February 11, 2021 and September 13, 2021, on which dates options to acquire 2,131,804 and 41,745 shares of the Company’s common stock were granted, respectively. Among the
qualitative factors considered by the Company in determining fair value of the Company’s common stock were the following:

•

 The Company’s initiation in October 2020 of a Phase 1 clinical trial of its lead product candidate, AGENT-797, for acute respiratory disease secondary (“ARDS”) to COVID-19, as well as the preliminary results from the trial announced in February 2021 and the
Company’s expectation at that time that it would have data readouts from a Phase 2 trial in the fourth quarter of 2021.

 Bracketed and
Highlighted Information Subject to Confidential Treatment Request

 -3-

 CONFIDENTIAL TREATMENT REQUESTED BY MINK THERAPEUTICS INC.

Securities and Exchange Commission

 Division of Corporation
Finance

 September 24, 2021

•

 The U.S. Food and Drug Administration’s (the “FDA”) clearance of an investigational new
drug application (“IND”) for AGENT-797 for multiple myeloma, and the Company’s expectation at that time that it would commence of Phase 1 clinical trial of
AGENT-797 for multiple myeloma in the first quarter of 2021.

•

 The Company hired executives, including Jennifer Buell, its Chief Executive Officer, Patrick Jordan, its Chief
Operating Officer, and Marc van Dijk, its Chief Technology Officer.

•

 The Company selected investment bankers for a contemplated initial public offering, held an organizational
meeting in December 2020, and confidentially submitted a draft Registration Statement on Form S-1 in connection with its contemplated initial public offering.

•

 The Specialist estimated it would be 0.24 years before a liquidity event and a 9.7% discount for lack of
marketability. These changes from the prior third-party valuation were primarily the result of the Company’s selection of investment bankers and preparation of the draft Registration Statement on Form S-1
in connection with the Company’s contemplated initial public offering.

 Estimated Initial Public Offering Price

The estimated price range for this offering was determined with reference to several quantitative and qualitative factors. The Company, based
on discussions with the Company’s board of directors and input provided by the underwriters, determined the estimated price range to be within the range of $[***] to $[***] per share of common stock. As noted above, the Company’s estimate
of fair value of its common stock was $[***] as of February 1, 2021. The Company notes that, as is typical in initial public offerings, the price range for this offering was not derived using a formal determination of fair value, but was
determined in consultation with the underwriters based upon the factors discussed herein. The factors considered in setting the price range for this offering included:

•

 an analysis of the typical valuation ranges seen in recent initial public offerings for companies in the
Company’s industry;

•

 the general condition of the securities market and the recent market prices of, and the demand for, publicly
traded stock of generally comparable companies;

•

 an assumption that there would be a receptive public trading market for
pre-commercial biotechnology companies such as the Company; and

 Bracketed and
Highlighted Information Subject to Confidential Treatment Request

 -4-

 CONFIDENTIAL TREATMENT REQUESTED BY MINK THERAPEUTICS INC.

Securities and Exchange Commission

 Division of Corporation
Finance

 September 24, 2021

•

 an assumption that there would be sufficient demand for the Company’s common stock to support an offering of
the size contemplated by the Company based on the response to and feedback from the Company’s testing-the-waters meetings.

The Company respectfully submits that the difference between the fair value of a share of common stock of $[***] at February 1, 2021, and
the estimated price range of $[***] to $[***], are primarily attributable to the following factors:

•

 The estimated price range assumes that the initial public offering has occurred and that a public market for the
Company’s common stock has been created, and, therefore, excludes any discount for lack of marketability of the Company’s common stock. A discount for lack of marketability was applied in prior valuation judgments, as noted above, and was
higher in earlier valuations given the longer assumed time to a liquidity event. On an undiscounted basis, assuming a 100% probability of an initial public offering weighting, the fair value of the common stock would have been $[***] as of
February 1, 2021.

•

 The Company’s commencement of a Phase 1 clinical trial of AGENT-797
for the treatment of multiple myeloma in March 2021 and the Company’s preparation of a protocol to expand its Phase 1 clinical trial for ARDS secondary to COVID-19 to ARDS secondary to other
life-threatening infectious diseases, such as influenza.

•

 The receipt of an IND clearance from the FDA to initiate a clinical trial for
AGENT-797 for the treatment of solid tumors in August 2021.

•

 The Company’s expectation that, in the fourth quarter of 2021, it will submit to the FDA an IND for the
treatment of graft-versus-host-disease and, if cleared, would initiate a Phase 1 clinical trial for that indication.

•

 The Company made significant additional progress in its planned IPO, including commencing and continuing to hold testing-the-waters meetings with potential investors in reliance on Section 5(d) of the Securities Act of 1933, as amended, and the public filing of the Registration
Statement with the Commission on September 14, 2021.

•

 The successful completion of the initial public offering would strengthen the Company’s balance sheet,
provide access to additional public equity going forward, increase the Company’s strategic flexibility and provide enhanced operational flexibility to potentially obtain regulatory approval for and commercialize its product candidates,
increasing the value of the Company’s common stock compared to that of a private company.

 Bracketed and
Highlighted Information Subject to Confidential Treatment Request

 -5-

 CONFIDENTIAL TREATMENT REQUESTED BY MINK THERAPEUTICS INC.

Securities and Exchange Commission

 Division of Corporation
Finance

 September 24, 2021

 The Company believes that the increase between the fair value of its common stock as of
February 1, 2021 and the anticipated price range for this offering is reasonable based on the above referenced factors.

 Because of
the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. § 200.83 of the contents of this letter and has submitted a separate request for confidential treatment in accordance
therewith to the Commission’s Office of Freedom and Information Privacy Act Operations. Pursuant to Rule 418 under the Securities Act of 1933, as amended (the “Securities Act”), the information contained in this letter is
being provided to the Commission on a confidential supplemental basis only and is not to be filed with or deemed part of the Registration Statement. The Company respectfully requests that the Staff return the unredacted version of this letter to it
pursuant to Rule 418 of the Securities Act once the Staff has completed its review. We have provided a self-addressed stamped envelope for this purpose. Kindly acknowledge receipt of this letter by stamping the enclosed copy of this letter and
returning it in the envelope provided.

 * * * * *

 Bracketed and
Highlighted Information Subject to Confidential Treatment Request

 -6-

 CONFIDENTIAL TREATMENT REQUESTED BY MINK THERAPEUTICS INC.

Securities and Exchange Commission

 Division of Corporation
Finance

 September 24, 2021

 If you have any questions or comments regarding the foregoing, or if there is any additional
information that we might provide to assist the Staff’s review, please contact the undersigned at (617) 951-7663.

Regards,

 /s/ Zachary R. Blume

Zachary R. Blume

cc:
 Garo Armen (MiNK Therapeutics, Inc.

CORRESP
1
filename1.htm

CORRESP

 ROPES & GRAY LLP

 PRUDENTIAL TOWER

800 BOYLSTON STREET

 BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 September 13, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Dillon Hagius / Joe McCann – Legal

Nudrat Salik / Daniel Gordon – Accounting

Re:
 MiNK Therapeutics, Inc.

Amendment No. 2 to Draft Registration Statement on Form S-1

Submitted July 28, 2021

 CIK
No. 0001840229

 Ladies and Gentlemen:

On behalf of MiNK Therapeutics, Inc. (f/k/a AgenTus Therapeutics, Inc., the “Company”), and pursuant to the applicable provisions of
the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, we are filing with the Securities and Exchange Commission (the “Commission”), via EDGAR, a Registration
Statement on Form S-1 relating to the offering of shares of the Company’s common stock (the “Registration Statement”). Marked copies, which reflect changes to the above-referenced Amendment
No. 2 to the draft Registration Statement as confidentially submitted on July 28, 2021 (“Amendment No. 2”), are being furnished supplementally for the convenience of the staff of the Commission (the “Staff”). The
Registration Statement has been revised in response to the comment letter to Jennifer Buell, Ph.D., President, Chief Executive Officer and Director of the Company, dated August 12, 2021, from the Staff regarding Amendment No. 2, as well as
certain other updated information.

 For reference purposes, the comment contained in the Staff’s letter dated August 12, 2021 is
reproduced below in italics and the corresponding response is shown below the comment. All references to page numbers in the Company’s response are to the page numbers in the Registration Statement.

Securities and Exchange Commission

- 2 -

September 13, 2021

 Key Features of iNKT Cells

Naturally Suited for Allogeneic Approaches, page 83

 1.
We note your disclosure that “[i]n both clinical and preclinical studies, iNKT cells have been observed not to cause, but instead to actively suppress, GvHD, lowering the safety risks associated with other allogeneic immune cells.” With
reference to your disclosure on page 14, please revise the disclosure on page 83 to provide context to these observations by explaining, if true, that no allogeneic iNKT cell therapy has been deemed safe or been approved by FDA or by any comparable
regulatory authority.

 Response to Comment 1:

In response to the Staff’s comment, the Company has revised page 83 of the Registration Statement.

*        *        *

Securities and Exchange Commission

- 3 -

September 13, 2021

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions about this letter or require any further information, please call the undersigned at (617) 951-7663 or Thomas J. Danielski of our offices at (617) 235-4961.

Very truly yours,

/s/ Zachary R. Blume

Zachary R. Blume

cc:
 Garo Armen (MiNK Therapeutics, Inc.)

Jennifer S. Buell (MiNK Therapeutics, Inc.)

Thomas J. Danielski (Ropes & Gray LLP)

United States securities and exchange commission logo
August 12, 2021
Jennifer Buell, Ph.D.
President, Chief Executive Officer and Director
MiNK Therapeutics, Inc.
149 Fifth Avenue
Suite 500
New York, NY 10010
Re:MiNK Therapeutics, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted July 28, 2021
CIK No. 0001840229
Dear Dr. Buell:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No.2 to Draft Registration Statement on Form S-1
Key Features of iNKT Cells
Naturally Suited for Allogeneic Approaches, page 83
1.We note your disclosure that "[i]n both clinical and preclinical studies, iNKT cells have
been observed not to cause, but instead to actively suppress, GvHD, lowering the safety
risks associated with other allogeneic immune cells."  With reference to your disclosure
on page 14, please revise the disclosure on page 83 to provide context to these
observations by explaining, if true, that no allogeneic iNKT cell therapy has been deemed
safe or been approved by FDA or by any comparable regulatory authority.

 FirstName LastNameJennifer Buell, Ph.D.
 Comapany NameMiNK Therapeutics, Inc.
 August 12, 2021 Page 2
 FirstName LastName
Jennifer Buell, Ph.D.
MiNK Therapeutics, Inc.
August 12, 2021
Page 2
            You may contact Nudrat Salik at 202-551-3692 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Dillon Hagius at 202-551-7967 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Zachary Blume

United States securities and exchange commission logo
April 1, 2021
Garo Armen
President and Chairman of the Board of Directors
AgenTus Therapeutics, Inc.
3 Forbes Road
Lexington, MA 02421
Re:AgenTus Therapeutics, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 18, 2021
CIK No. 0001840229
Dear Dr. Armen:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover page
1.With reference to prior comment 2, please revise the cover page to highlight that you will
continue to be a subsidiary of Agenus Inc. following the offering.
Key Features of Our INTELLIGENT iNKT Cells, page 6
2.We note your amended disclosure in response to prior comment 5.  With a view to revised
disclosure in the Summary and Business sections, please tell us whether the
highlighted key features of your INTELLIGENT iNKT cells are supported by preclinical
data. In this regard, the key features discussed in the Summary appear generally applicable
to iNKT cells.  In addition, we note that your risk factor heading on page 21 references

 FirstName LastNameGaro Armen
 Comapany NameAgenTus Therapeutics, Inc.
 April 1, 2021 Page 2
 FirstName LastName
Garo Armen
AgenTus Therapeutics, Inc.
April 1, 2021
Page 2
results of preclinical studies for AGENT-797; however, we do not see discussion in the
Business section regarding any such results.
Intellectual Property, page 100
3.We note your revised disclosure in response to comment 22.  Please further revise to
clarify the jurisdiction of the in-licensed patent from Agenus.
            You may contact Nudrat Salik at 202-551-3692 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Dillon Hagius at 202-551-7967 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Zachary Blume

United States securities and exchange commission logo
February 19, 2021
Garo Armen
President and Chairman of the Board of Directors
AgenTus Therapeutics, Inc.
3 Forbes Road
Lexington, MA 02421
Re:AgenTus Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted January 22, 2021
CIK No. 0001840229
Dear Dr. Armen:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted on January 22, 2021
Prospectus Summary , page 1
1.With reference to your glossary of Industry Terms, please revise the Summary to explain
each of the terms at first use in the Summary.  Also, revise to explain the terms "off-the-
shelf" on page 1 and "unmodified" and "targeted" on page 2.
2.With reference to your disclosures on page 39, please revise to discuss your currents plans
for separating your resources and functions from those of Agenus.
Overview , page 2
3.We refer to the bottom three rows of your pipeline table under the heading "Targeted

 FirstName LastNameGaro Armen
 Comapany NameAgenTus Therapeutics, Inc.
 February 19, 2021 Page 2
 FirstName LastNameGaro Armen
AgenTus Therapeutics, Inc.
February 19, 2021
Page 2
INTELLIGENT iNKT Cells."  We note that your Business section disclosure does not
discuss any preclinical work that you have conducted to date relating to any of the
candidates.  In addition, we note that you do not appear to have identified specific targets
or have milestones related to future work.  Accordingly, it does not appear appropriate to
highlight these programs prominently in your prospectus Summary.  Please revise to
remove these programs from the table.
Strategy , page 2
4.We note your disclosure referencing your plans to "rapidly advance" your lead product
candidate, AGENT-797, through clinical development.  With reference to your risk
disclosures on pages 15 and 17-18, please balance the Summary disclosure by
highlighting that it takes many years to develop a new medicine and that no allogeneic
iNKT cell therapy has been approved for commercial use by any regulatory authority.
Potential Advantages of Allogeneic iNKT Cell Therapy Compared to Current CAR-T Cell
Therapy, page 6
5.Please tell us your basis for highlighting a “more favorable safety and relapse rate profile”
relative to the current standard of care given your disclosure on page 17 that no allogeneic
iNKT cell therapy has been approved for commercial use by any regulatory authority.  In
addition, we note that it is not clear (i) that your INTELLIGENT iNKT cells are
comparable to the autologous iNKT cells used in the referenced trials or (ii) what is the
basis for your expectation that your INTELLIGENT iNKT cells will have a higher level
of batch homogeneity and consistency than the autologous iNKT cells used in the clinic to
date.  Please note that we have similar concerns regarding you disclosures under the
heading "Key Features of Our INTELLIGENT iNKT Cells."  Please revise accordingly.
Key Features of Our INTELLIGENT iNKT Cells, page 7
6.Please discuss briefly here or on page 93 the basis for your statement that "allogeneic
iNKT cells may engraft better than other allogeneic cell types and thus require less
lymphodepletion."
Implications of Being an Emerging Growth Company and Smaller Reporting Company, page 8
7.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Implications of Being a Controlled Company, page 9
8.We note that you are a "controlled company" as defined under the relevant Nasdaq listing
rules.  Please disclose your status as a controlled company in the prospectus cover page.
Also, revise the Summary to indicate the equity stake that your parent entity and affiliates

 FirstName LastNameGaro Armen
 Comapany NameAgenTus Therapeutics, Inc.
 February 19, 2021 Page 3
 FirstName LastNameGaro Armen
AgenTus Therapeutics, Inc.
February 19, 2021
Page 3
will hold following the offering.

Use of proceeds , page 10
9.You note that you will use a portion of the proceeds to “fund the IND submission and
development of AGENT-797 through completion of our planned Phase 1 clinical trial for
the treatment of patients with multiple myeloma and B cell lymphoma.”  This appears to
contradict your statement that you will have already commenced your Phase I clinical trial
in January of 2021, under which the IND should already have been submitted.  Please
revise or advise.
Summary Consolidated Financial Data, page 11
10.Please clearly show in the notes how you computed each pro forma amount, including a
discussion of any significant assumptions and estimates used to arrive at the amounts.  For
example, please address the following:
•Please specifically show in your disclosures how you computed the number of basic
and diluted weighted average shares to use in determining pro forma earnings per
share amounts; and
•Your disclosures on page 81 indicate your outstanding convertible note is payable in
cash or equity shares at Agenus’ election.  In this regard, please clarify your basis for
assuming that the notes will be settled in shares of your common stock rather than
cash.
In a similar manner, please expand your disclosures related to the pro forma amounts
presented in the Capitalization table on page 75.
Use of Proceeds, page 73
11.We note your disclosure that you may find it necessary or advisable to use the net
proceeds for other purposes.  We also note your risk factor disclosure indicating that you
may experience difficulty in separating your resources from Agenus.  Accordingly, please
tell us and, revise as applicable, to discuss whether the proceeds could be used to fund
Agenus operations.
Capitalization, page 75
12.It is not clear why you have not presented any debt amounts in your capitalization table.
Please advise or revise your table accordingly.
13.You disclose that your pro forma amounts reflect the effectiveness of your amended and
restated certificate of incorporation.  Please better clarify in your disclosures the specific
terms in the amended and restated certificate of incorporation that you are referring to and
how they will impact your financial statements.  It is also not clear whether you intend to
give effect to the conversion of your convertible affiliated note in your pro forma amounts
in a similar manner to the pro forma amounts presented on page 12.

 FirstName LastNameGaro Armen
 Comapany NameAgenTus Therapeutics, Inc.
 February 19, 2021 Page 4
 FirstName LastNameGaro Armen
AgenTus Therapeutics, Inc.
February 19, 2021
Page 4
Historical Results of Operations Year Ended December 31, 2019
Research and Development Programs, page 81
14.Please disclose your research and development expenses by product candidate for each
period presented. To the extent that you do not track expenses by product candidate,
please disclose as such, and provide a breakdown by nature of type of expense.
Critical Accounting Policies and Estimates, page 82
15.You disclosures on page F-13 indicate that share-based compensation was issued under
your 2018 Plan as well as under the Agenus 2019 Equity Incentive Plan.  Given it would
appear that there would be significant judgment related to share-based compensation,
including how you determined the fair value of your shares in valuing share-based
compensation issued under your 2018 Plan, please include share-based compensation as
part of your critical accounting policies and estimates disclosures and specifically address
the following:
•the methods that management used to determine the fair value of your shares and the
nature of the material assumptions involved;
•the extent to which the estimates are considered highly complex and subjective; and
•the estimates will not be necessary to determine the fair value of new awards once the
underlying shares begin trading.
Alternatively, please advise why you do not think additional disclosures are necessary.
16.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of your common stock underlying equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation.
Preclinical Efficacy Data for iNKT Cell Therapy, page 94
17.Please revise to clarify whether this data relates to generic iNKT cell therapies or your
INTELLIGENT iNKT cell therapy,  AGENT-797.  Also, revise to clarify whether you or
your patent conducted or sponsored any of these trials. As applicable, please revise your
disclosure on pages 96-97 to present the pre-clinical work and results or revise to indicate
that such work has not been conducted.
Investigator-Initiated Clinical Data for iNKT Cell Therapy, page 95
18.You state that "[m]ultiple investigator-initiated clinical trials using autologous iNKT cells
have demonstrated safety and efficacy across multiple cancer indications, with clinical
trials for three different cancers published to date: melanoma, non-small cell lung cancer
(NSCLC), and HNSCC."  Please remove the implication that autologous iNKT cell have
been proven to be safe and effective, as these determinations are the exclusive authority of
the FDA or other regulators.

 FirstName LastNameGaro Armen
 Comapany NameAgenTus Therapeutics, Inc.
 February 19, 2021 Page 5
 FirstName LastNameGaro Armen
AgenTus Therapeutics, Inc.
February 19, 2021
Page 5
19.Please clarify whether the tables you have included on page 96 refer to the four
investigator-initiated clinical trials that you mention in this section.  If so, please revise
your narrative description to make this more clear, as it appears there are only three
clinical trials listed and there is no way to determine which, if any, of the images of the
iNKT treatments correspond to each trial.
Additional Product Development
T-Rx, page 98
20.You state that, under your TCR platform, "[s]afety is ensured by using extensive
proprietary off-target profiling."  Please delete this sentence, as safety determinations are
in the purview of the FDA.
Immuno-Oncology Combination Therapy Collaboration with Agenus, page 100
21.It is not clear why you have provided the pipeline table for two of Agenus' products.
Please provide an explanation for why the stage of Agenus' clinical development is
material to your investors or remove this pipeline table.
Intellectual Property, page 100
22.You disclose that you own "one issued patent and had 23 pending patent
applications."  For the issued patent, please amend this disclosure to include the type of
patent protection granted (i.e., composition of matter, use, or process), its expiration date,
and its the jurisdiction.  For the pending patent applications, amend this disclosure to
include the date that these patent applications were submitted, their jurisdiction, and their
expected expiration date.
Competition , page 112
23.Please revise to clarify whether any of your competitors are testing their therapies
on COVID-19-related pneumonia and/or multiple myeloma/B cell lymphoma in
clinical trials.

Certain Relationships and Related Party Transactions
Relationship with Agenus, page 129
24.Please disclose the material terms of your Intercompany Agreement with Agenus.  For
instance, and without limitation, discuss the term and termination provisions and the
(i) duration and the applicable markup percentages in your "cost plus basis" agreements.
Also, tell us whether the "new services agreement" referenced on page 39 will be executed
prior to effectiveness of the registration statement.
Note 2. Summary of Significant Accounting Policies
(h) Revenue Recognition , page F-9

 FirstName LastNameGaro Armen
 Comapany NameAgenTus Therapeutics, Inc.
 February 19, 2021 Page 6
 FirstName LastName
Garo Armen
AgenTus Therapeutics, Inc.
February 19, 2021
Page 6
25.You disclose that revenue includes grant income recognized in accordance with ASC 958-
605, Not-for-Profit Entities, Revenue Recognition. Please help us understand how you
determined it was appropriate to follow the guidance of ASC 985 rather than ASC 606 in
regards to revenue recognition.  Based on the appropriate guidance, please disclose how
you determined the appropriate amount of revenue to record related to the agreement with
the Belgium Walloon Region Government as discussed on page F-13.  Please also expand
your disclosures to discuss the impact of terminating this agreement in 2020.
Financial Statements
Note 10. Related Party Transactions, page F-14
26.Pursuant to SAB Topic 1:B.1, please address the following:
•Please clearly disclose, if true, that the financial statements provided reflect all of the
costs of doing business related to these operations, including expenses incurred by
other entities on your behalf;
•Please specifically disclose the allocation method used for each material type of cost
allocated and your assertion that the methods used are reasonable.  Your disclosures
indicate that costs were allocated primarily based on time devoted to activities and
headcount-based allocations; however, it is not clear what specific allocation method
was used for each significant cost; and
•Please disclose management´s estimates of what expenses would have been on a
stand-alone basis, if practicable.
            You may contact Nudrat Salik at (202) 551-3692 or Daniel Gordon at (202) 551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dillon Hagius at (202) 551-7976 or Joe McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Zachary Blume