キネータの適時開示・重要契約・上場廃止・その他

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): April 18, 2024

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.)
7683 SE 27th Street, Suite 481
Mercer Island, WA		98040
(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
Title of each class		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.

On April 22, 2024, Kineta, Inc. (the “Company”) entered into a settlement agreement and mutual release (the “Agreement”) by and between the Company and RLB Holdings Connecticut, LLC (“RLB”) to continue RLB’s investment in the Company and to resolve any and all potential claims or causes of action in connection with RLB’s failure to purchase $2,500,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), pursuant to a financing agreement, dated as of June 5, 2022, as amended on October 24, 2022, December 5, 2022, March 29, 2023, May 1, 2023, July 21, 2023 and October 13, 2023.

Pursuant to the Agreement, within five (5) days of the Agreement, RLB shall purchase $500,000 of shares of Common Stock, to be adjusted as necessary to avoid the issuance of any fractional shares (the “Share Purchase Price”), and in exchange, within ten (10) days of receiving the Share Purchase Price, Kineta shall issue to RLB such number of shares of Common Stock equal to the Share Purchase Price divided by the sum of (i) the Nasdaq Official Closing Price of Common Stock for the five trading days prior to the date of the Agreement (the “NOCP”) and (ii) 20% of the NOCP.

The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by reference to, the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Nasdaq Bid Price Deficiency Letter

On April 18, 2024, the Company received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) because the Company has not maintained a minimum closing bid price of the Company’s common stock of at least $1.00 per share for the last 30 consecutive business days. The Notice has no immediate effect on the listing or trading of the Company’s securities.

The Company has 180 calendar days from the date of the Notice, or until October 15, 2024, to regain compliance. If the Company is not deemed in compliance before the expiration of the 180 day compliance period, it will be afforded an additional 180 day compliance period, or until April 13, 2025, provided that on the 180th day of the first compliance period it meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on The Nasdaq Capital Market (except the bid price requirement) based on the Company’s most recent public filings and market information and provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period.

Compliance can be achieved during any compliance period by meeting the applicable standard for a minimum of 10 consecutive business days during the applicable compliance period, unless Nasdaq exercises its discretion to extend this 10 day period as discussed in Rule 5810(c)(3)(H).

If the Company does not regain compliance with the bid price requirement within the compliance period, the Company’s common stock will be subject to delisting. In the event the Company receives notice that the Company’s common stock is being delisted, Nasdaq’s rules permit the Company to appeal the delisting determination by the Nasdaq staff to a hearings panel.

The Company intends to monitor the bid price of the Company’s listed securities and may, if appropriate, consider available options to regain compliance with the bid price requirement.

There can be no assurance that the Company will be able to regain compliance with the bid price requirement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No. Document

10.1 Settlement Agreement and Mutual Release, dated as of April 22, 2024, by and between Kineta, Inc. and RLB Holdings, Connecticut, LLC

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: April 24, 2024

Kineta, Inc.


By:	/s/ Craig Philips
Name:	Craig Philips
Title:	President

EX-10.1 2 ka-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (this “Agreement”) is entered into as of April 22, 2024 (the “Effective Date”) by and between Kineta, Inc. (“Kineta”) and RLB Holdings Connecticut, LLC (“RLB”). Kineta and RLB are referred to collectively herein as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below).

RECITALS

WHEREAS, Kineta (formerly known as Yumanity Therapeutics, Inc.) previously entered into a financing agreement, dated as of June 5, 2022, as amended on October 24, 2022, December 5, 2022, March 29, 2023, May 1, 2023, July 21, 2023 and October 13, 2023 (such financing agreement, as amended, the “Securities Purchase Agreement”) with certain investors to sell shares of its common stock, par value $0.001 per share (“Kineta Common Stock”), in a private placement (the “Private Placement”);

WHEREAS, pursuant to the Securities Purchase Agreement, RLB agreed to purchase Kineta Common Stock in two separate closings for an aggregate purchase price of $6,840,001.60;

WHEREAS, the first closing of the Private Placement occurred on December 16, 2022 and RLB purchased 375,757 shares of Kineta Common Stock for a purchase price of $4,340,001.60;

WHEREAS, the second closing of the Private Placement, which was scheduled to occur on April 15, 2024, was not consummated due to RLB’s and the other investors’ failure to fulfill their contractual obligations to fund their respective amounts set forth in the column titled “Second Tranche Shares Aggregate Purchase Price” in Exhibit B to the Securities Purchase Agreement; and

WHEREAS, due to RLB’s failure to purchase $2,500,000 of shares of Kineta Common Stock pursuant to the Securities Purchase Agreement, the Parties are entering into this Agreement to continue RLB’s investment in the Company and to resolve any and all potential claims or causes of action, legal or equitable, in contract or tort, direct or indirect, presently asserted or not, by, between, or among the Parties that are, or could be asserted by the Parties.

THEREFORE, in consideration of the mutual promises and agreements provided herein, and for other good and valuable consideration, the sufficiency of which is hereby expressly acknowledged, the Parties agree as follows:

AGREEMENT

Recitals. The above Recitals are true and correct and are hereby incorporated as part of this Agreement.

Purpose. The parties desire to reach a full and final settlement and resolution of all potential claims, controversies and disputes that Kineta may have against RLB, including but not limited to all claims related in any way to RLB’s failure to purchase $2,500,000 of shares of Kineta Common Stock in connection with the second closing of the Private Placement.

Sale of Shares to RLB; Payment. Within five (5) days of the Effective Date, RLB shall purchase $500,000 of shares of Kineta Common Stock, to be adjusted as necessary to avoid the issuance of any fractional shares (the “Share Purchase Price”), and in exchange, Kineta shall issue to RLB such number of shares (the “Shares”) equal to the Share Purchase Price divided by the sum of (i) the Nasdaq Official Closing Price of Kineta Common Stock for the five Trading Days prior to the Effective Date (the “NOCP”) and (ii) 20% of the NOCP. RLB shall pay to Kineta the Share Purchase Price in United States dollars and in immediately available funds, by wire transfer to an account designated in advance by Kineta. Within ten (10) days of receiving the Share Purchase Price, Kineta shall irrevocably instruct Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC) to deliver to RLB the Shares in book-entry form, free and clear of all restrictive and other legends, other than the restrictive legend set forth on Exhibit A attached hereto, in RLB’s name.

Release. For and in consideration of the provisions of this Agreement, Kineta hereby fully discharges and forever releases RLB and all of its representatives, heirs, successors, assigns, agents, attorneys, insurers, affiliates, trustees, and beneficiaries from any claim, cause of action, or judgment, legal or equitable, in contract or tort, direct or indirect, presently asserted or not, known or unknown, from the beginning of time to the date of this Agreement. Kineta understands and acknowledges that this release extinguishes all claims of any type that it could have against RLB including, but not limited to, those asserted, connected with, or relating to the Private Placement.

No Admission of Liability. The Parties hereto understand and agree that this Agreement is a compromise of disputed claims and defenses. No action by any Party is to be construed as an admission of liability by that Party or an admission against the interest of any Party.

Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. By way of clarification, all references to “including” in this Agreement shall be deemed to mean “including, without limitation.”

Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of Delaware, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.

Notices. Any notice required under this Agreement shall be deemed delivered upon receipt if sent by messenger or certified delivery service to the following addresses, or such other address as may be subsequently designated in writing:

TO KINETA: Kineta, Inc.

Craig W. Philips
7683 SE 27th Street, Suite 481

Mercer Island, WA 98040

cphilips@kineta.us

TO RLB: RLB Holdings Connecticut, LLC

Raymond Bartoszek

343 Greenwich Ave.

Greenwich, CT 06830

ray@rlb-holdings.com

Entire Agreement. This Agreement sets forth the entire agreement between the Parties and, except as set forth in this Agreement, supersedes and renders null and void all prior oral and written agreements between the Parties. This Agreement cannot be amended or modified, except in writing signed by the Parties.

10.

Severability; Further Actions. If any portion of this Agreement is found to be unenforceable, all other portions that can be separated from it, or appropriately limited in scope, shall remain fully valid and enforceable. The Parties agree to execute any further or additional documents as are reasonably necessary to effectuate the purposes of this Agreement.

11.

Successors and Assigns. This Agreement is binding upon, and inures to the benefit of, the Parties and their respective successors and assigns.

12.

Signatures. This Agreement, or any amendment hereto, may be signed in any number of counterparts, including counterparts signed and delivered by fax transmission or by e-mail delivery of a “.pdf” format data file, each of which shall be and deemed an original, but all of which taken together shall constitute one agreement (or amendment as the case may be).

IN WITNESS WHEREOF, the Parties have executed this Agreement effective the date all signatures below have been exchanged.

Kineta, Inc.

/s/ Craig W. Philips Date: 4/22/2024

Name: Craig W. Philips

Title: President and Secretary

RLB Holdings Connecticut, LLC

/s/ Raymond Bartoszek Date: 4/22/2024

Name: Raymond Bartoszek

Title: Manager

[Signature Page to Settlement Agreement]

Exhibit A

Stock Legend

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.