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
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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, May 1, 2023 and July 21, 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 each of April 24, 2023 and October 5, 2023, Kineta closed registered direct offerings resulting in gross proceeds of $6 million and $3 million, respectively 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 offerings 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 October 13, 2023, Kineta and a majority in interest of the investors entered into Amendment No. 6 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 April 15, 2024. A copy of the form of Amendment No. 6 to the Securities Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Press Release
On October 17, 2023, Kineta, Inc. (the “Company”) issued a press release announcing that the first patient has been dosed in combination with KEYTRUDA® (pembrolizumab) in its ongoing Phase 1/2 VISTA-101 clinical trial to evaluate the safety and tolerability of the Company's VISTA blocking immunotherapy, KVA12123, in combination with KEYTRUDA® (pembrolizumab) in patients with advanced solid tumors. A copy of the press release is attached hereto as Exhibit 99.1.
Corporate Presentation
On October 17, 2023, the Company updated its corporate presentation (the “Corporate Presentation”), which it intends to use at various meetings with investors, investment banks and investment bank analysts. The Corporate Presentation is attached hereto as Exhibit 99.2.
The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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. 6 to Securities Purchase Agreement, dated October 13, 2023 |
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99.1 |
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99.2 |
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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: October 17, 2023
Kineta, Inc.
By: |
/s/ Shawn Iadonato |
Name: |
Shawn Iadonato |
Title: |
Chief Executive Officer and Director |