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Non-controlling Interest

12 Months Ended

Dec. 31, 2024

Noncontrolling Interest [Abstract]

Non-controlling Interest

(10) Non-controlling Interest

Non-controlling interest recorded in our consolidated financial statements for the years ended December 31, 2024, 2023 and 2022, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own.

		2024				2023				2022
MiNK Therapeutics, Inc.			45	%			37	%			22	%
SaponiQx, Inc.			30	%			30	%			30	%

Changes in non-controlling interest for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):

		2024				2023				2022
Beginning balance		$	11,949			$	6,376			$	13,469
Net loss attributable to non-controlling interest			(5,059	)			(11,676	)			(10,582	)
Other items:
Sale of subsidiary shares in private placement			10,234				—				—
Distribution of subsidiary shares to Agenus stockholders			—				14,888				—
Purchase of subsidiary shares			—				(2,546	)			—
Issuance of subsidiary shares for employee stock purchase plan and exercise of options			20				71				—
Issuance of subsidiary shares for employee bonus			—				1,011				294
Subsidiary share-based compensation			2,812				3,825				3,195
Total other items			13,066				17,249				3,489
Ending balance		$	19,956			$	11,949			$	6,376

Sale of subsidiary shares in private placement

On May 13, 2024, MiNK entered into a Stock Purchase Agreement with a certain investor (the “Purchaser”), pursuant to which MiNK issued and sold an aggregate of 464,000 shares of its Common Stock (the “MiNK Common Shares”), at a purchase price of $12.50 per share. The aggregate purchase price paid by the Purchaser for the MiNK Common Shares was approximately $5.8 million, net of offering expenses. The transaction closed on May 14, 2024.

Distribution of subsidiary shares to Agenus stockholders

On March 29, 2023, our Board of Directors declared a stock dividend (the "Dividend") consisting of an aggregate of 500,000 shares (the "Dividend Stock") of common stock, par value $0.00001 per share, of MiNK held by Agenus to record holders of Agenus' common stock, par value $0.01 per share as of the close of business on April 17, 2023 (the "Record Date").

On May 1, 2023, we paid the Dividend and distributed 0.0292 of a share of the Dividend Stock for each share of Agenus Common Stock outstanding as of the close of business on the Record Date. No fractional shares were issued in connection with the Dividend and the shareholders of Agenus who were entitled to receive fractional shares of the Dividend Stock received cash (without interest) in lieu of such fractional shares. Subsequent to the distribution of the Dividend Stock, we maintained a controlling voting interest in MiNK.

Purchase of subsidiary shares

During the year ended December 31, 2023, we purchased 44,649 shares of MiNK common stock in multiple open market transactions.

Subsidiary Share-based Compensation

Subsidiary share-based compensation attributed to non-controlling interest represents share-based compensation expense for awards issued by both MiNK Therapeutics and SaponiQx.

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- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 810
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/810/tableOfContent

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- References

No definition available.

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