KINETA, INC./DE0001445283falseNASDAQ00014452832023-05-012023-05-01

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): May 1, 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 5, 2022, Kineta, Inc. (“Kineta” or the “Company”) entered into a financing agreement, as amended on October 24, 2022, December 5, 2022 and March 29, 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. On April 24, 2023, Kineta closed a registered direct offering resulting in gross proceeds of $6 million to the Company. With the additional proceeds from the registered direct offering, 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 May 1, 2023, Kineta and the investors entered into Amendment No. 4 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 July 25, 2023. A copy of the form of Amendment No. 4 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

Exhibit

No.

Description

10.1

Form of Amendment No. 4 to Securities Purchase Agreement, dated May 1, 2023

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: May 2, 2023

 

Kineta, Inc.

 

By:

/s/ Shawn Iadonato

Name:

Shawn Iadonato

Title:

Chief Executive Officer and Director

 

 

EXHIBIT 10.1

KINETA, INC.

AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENT

 

This Amendment No. 4 to Securities Purchase Agreement (this “Amendment”) is made as of May 1, 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). 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”), and as further amended by the Amendment No. 3 to Securities Purchase Agreement dated as of March 29, 2023 (the “Third Amendment,” and the Securities Purchase Agreement as amended by the First Amendment, the Second Amendment and the Third 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 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:

1.
Amendments to PIPE Agreement.

 

a.
The reference to “March 29, 2023” in clause (ii) of Section 1.1 of the PIPE Agreement is hereby replaced with “May 31, 2023”.

 

 

4148-7487-4695.2

 

 

b.
The reference to “May 26, 2023” in Section 1.2(c) of the PIPE Agreement is hereby replaced with “August 26, 2023”.

 

c.
The reference to “May 15, 2023” in Section 1.2(c) of the PIPE Agreement is hereby replaced with “August 15, 2023”.

 

d.
The reference to “May 31, 2023” in Section 1.2(d) of the PIPE Agreement is hereby replaced with “August 31, 2023”.

 

e.
Section 6.7 of the PIPE Agreement is hereby amended and restated in its entirety to read as follows:

 

“6.7 Amendments; Waivers. This Agreement and any term hereof may be amended, terminated or waived only with the written consent of the Company and a majority in interest of the Purchasers; provided that this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Purchaser without the written consent of such Purchaser, unless such amendment, modification, termination or waiver applies to all Purchasers in the same fashion. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.”

 

 

2.
Defined Terms; Effectiveness and Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the PIPE Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the PIPE Agreement as amended hereby, and each reference to the PIPE Agreement in any other document, instrument or agreement executed or delivered in connection with the PIPE Agreement shall mean and be a reference to the PIPE Agreement as amended hereby. All provisions and terms of the PIPE Agreement not specifically altered by this Amendment shall remain in full force and effect.
3.
Governing Law. The validity, interpretation, construction and performance of this Amendment, and all acts and transactions pursuant hereto and the rights and obligations of the Company and the Purchasers shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.
4.
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of such together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g. www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

2

 

4148-7487-4695.2

 

 

[Signature Pages Follow]

 

3

 

4148-7487-4695.2

 

 

The parties have executed this Amendment No. 4 to Securities Purchase Agreement as of the date first written above.

 

the company:

KINETA, Inc.

 

By:

(Signature)

Name:

Title:

 

 

4148-7487-4695.2

 

The parties have executed this Amendment No. 4 to Securities Purchase Agreement as of the date first written above.

PurchaserS:

 

 

By:

(Signature)

Name:

 

Title:

5

 

4148-7487-4695.2