UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed, on June 5, 2022, Kineta, Inc. (“Kineta” or the “Company”) entered into a financing agreement, as amended on October 24, 2022, December 5, 2022, March 29, 2023 and May 1, 2023 (such financing agreement, as amended, the “Securities Purchase Agreement”), to sell shares of its common stock to certain investors in a private placement (the “Private Placement”) in two closings. The first closing of the Private Placement occurred on December 16, 2022 and Kineta issued 649,346 shares of its common stock and received net proceeds of $7.4 million. As previously disclosed, on April 24, 2023, Kineta closed a registered direct offering resulting in gross proceeds of $6 million to the Company and on June 29, 2023, Kineta announced that it achieved a development milestone which triggered a $5 million payment from Merck Sharp & Dohme LLC. With the additional proceeds from the registered direct offering and the milestone payment, the Company has determined it will extend the second closing date of the Private Placement in order to demonstrate continued execution of the Company’s business plan. On July 21, 2023, Kineta and a majority in interest of the investors entered into Amendment No. 5 to the Securities Purchase Agreement to, among other things, extend the date of the second closing. The second closing of the Private Placement for an aggregate purchase price of $22.5 million is now expected to occur on October 31, 2023. A copy of the form of Amendment No. 5 to the Securities Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
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Form of Amendment No. 5 to Securities Purchase Agreement, dated July 21, 2023 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 21, 2023
Kineta, Inc.
By: |
/s/ Shawn Iadonato |
Name: |
Shawn Iadonato |
Title: |
Chief Executive Officer and Director |
Exhibit 10.1
KINETA, INC.
AMENDMENT NO. 5 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 5 to Securities Purchase Agreement (this “Amendment”) is made as of July __, 2023, by and among Kineta, Inc., a Delaware corporation (formerly known as Yumanity Therapeutics, Inc.) (the “Company”), and the undersigned Purchasers (as defined in the PIPE Agreement, which is defined below) constituting a majority in interest of the Purchasers. Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the PIPE Agreement.
RECITALS
WHEREAS, the Company is party to that Agreement and Plan of Merger dated as of June 5, 2022 and as amended on December 5, 2022 (as amended, the “Merger Agreement”), by and among the Company, Yacht Merger Sub, Inc. and Kineta Operating, Inc. (formerly known as Kineta, Inc.) (“Kineta”), pursuant to which Kineta became a wholly-owned subsidiary of the Company;
WHEREAS, in connection with the Merger Agreement, the Company and the Purchasers (each, a “Purchaser”) entered into a Securities Purchase Agreement dated as of June 5, 2022 (the “Securities Purchase Agreement”), as amended by the Amendment No. 1 to Securities Purchase Agreement dated as of October 24, 2022 (the “First Amendment”), as further amended by the Amendment No. 2 to Securities Purchase Agreement dated as of December 5, 2022 (the “Second Amendment”), as further amended by the Amendment No. 3 to Securities Purchase Agreement dated as of March 29, 2023 (the “Third Amendment,”), and as further amended by the Amendment No. 4 to Securities Purchase Agreement dated as of May 1, 2023 (the “Fourth Amendment,” and the Securities Purchase Agreement as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, and as may be further amended from time to time, the “PIPE Agreement”), pursuant to which the Company agreed to sell and issue to each Purchaser certain shares of Company Common Stock;
WHEREAS, the PIPE Agreement and any term thereof may be amended, terminated or waived only with the written consent of the Company and a majority in interest of the Purchasers, pursuant to Section 6.7 of the PIPE Agreement; and
WHEREAS, the Company and the undersigned Purchasers now wish to amend the PIPE Agreement as set forth herein.
AGREEMENT
In consideration of the mutual promises, covenants and conditions hereinafter set forth, the Company and the Purchasers mutually agree as follows:
[Signature Pages Follow]
The parties have executed this Amendment No. 5 to Securities Purchase Agreement as of the date first written above.
the company:
KINETA, Inc.
By:
(Signature)
Name:
Title:
The parties have executed this Amendment No. 5 to Securities Purchase Agreement as of the date first written above.
PurchaserS:
____________________________________
By:
(Signature)
Name:
Title:
Document and Entity Information |
Jul. 21, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | KINETA, INC./DE |
| Amendment Flag | false |
| Entity Central Index Key | 0001445283 |
| Document Type | 8-K |
| Document Period End Date | Jul. 21, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37695 |
| Entity Tax Identification Number | 20-8436652 |
| Entity Address, Address Line One | 219 Terry Ave. N. |
| Entity Address, Address Line Two | Suite 300 |
| Entity Address, City or Town | Seattle |
| Entity Address, State or Province | WA |
| Entity Address, Postal Zip Code | 98109 |
| City Area Code | (206) |
| Local Phone Number | 378-0400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | KA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |