8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2023

KINETA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37695	20-8436652
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
219 Terry Ave. N., Suite 300
Seattle, WA		98109
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (206) 378-0400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading	Name of each exchange
	Symbol(s)	on which registered
Common Stock, par value $0.001 per share	KA	The Nasdaq Capital Market

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 9, 2021, Kineta, Inc. (“Kineta”) entered into an option and license agreement with GigaGen, Inc. (“GigaGen”), which was amended on July 31, 2022, December 21, 2022 and May 25, 2023 (such option and license agreement, as amended, the “CD27 Agreement”), to in-license certain intellectual property and antibodies for the CD27 drug program. On December 14, 2023, Kineta and GigaGen entered into the Fourth Amendment to Option and License Agreement (the “Fourth Amendment to CD27 Agreement”) to, among other things, extend the end of the option term under the CD27 Agreement from December 31, 2023 to February 1, 2024. A copy of the Fourth Amendment to CD27 Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Fourth Amendment to Option and License Agreement (CD27), dated as of December 14, 2023, by and between Gigagen, Inc. and Kineta, Inc.
104	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: December 15, 2023

Kineta, Inc.

By:	/s/ Shawn Iadonato
Name:	Shawn Iadonato
Title:	Chief Executive Officer and Director

EX-10.1

EXHIBIT 10.1

FOURTH AMENDMENT TO OPTION AND LICENSE AGREEMENT

This Fourth Amendment to Option and License Agreement (the “Amendment”), effective as of December 14, 2023 (the “Fourth Amendment Effective Date”) by and between GigaGen, Inc., a Delaware corporation having a place of business at 75 Shoreway Rd San Carlos, CA, 94070-2726 (“GigaGen”) and Kineta, Inc., a Delaware corporation having a place of business at 219 Terry Avenue North, Suite 300, Seattle, WA 98109 (“Kineta”), amends that certain Option and License Agreement, dated June 9, 2021by and between GigaGen and Kineta as amended by that certain First Amendment to Option and License Agreement, dated July 31, 2022 as further amended by the certain Second Amendment to Option and License Agreement, dated December 21, 2022, and as further amended by the certain Third Amendment to Option and License Agreement, dated May 25, 2023 (together, the “Agreement”). Each of GigaGen and Kineta shall be referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms not defined herein shall have the same meanings as set forth in the Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties hereby agree as follows:

1. Section 1.49 of the Agreement is hereby amended by deleting in its entirety and replacing it with the following:

“Option Term” means the period commencing on the Effective Date and ending on February 1, 2024.

2. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.

3. This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.

[signature page follows]

IN WITNESS WHEREOF, duly authorized representatives of the Parties have duly executed this Amendment as of the Fourth Amendment Effective Date.

GigaGen, Inc.Kineta, Inc.

Signature: /s/ Carter Keller Signature: /s/ Craig Philips

Name: Carter Keller Name: Craig Philips

Title: SVP, GigaGen, Inc. Title: President

Date: Date:

XML

Document and Entity Information	Dec. 14, 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	Dec. 14, 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