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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Annual Stock Awards and Employee Retention Policy
On April 11, 2024, the Compensation Committee of the Board of Directors (the “Board”) of Kineta, Inc. (the “Company”) approved and on April 14, 2024, the Board approved and adopted the Annual Stock Awards and Employee Retention Policy (the “Policy”), which will provide retention awards to key employees, including certain of the Company’s named executive officers. Under the Policy, the Company’s former Chief Executive Officer and the Company’s Chair of the Board, Shawn Iadonato, Ph.D., the Company’s President, Craig W. Philips, the Company’s Chief Financial Officer, Keith A. Baker, and the Company’s Chief Scientific Officer, Thierry Guillaudeux, Ph.D., received option awards to purchase 225,000, 225,000, 225,000 and 225,000 shares of the Company’s common stock, respectively. The awards are subject to three-part vesting: (i) 25% of the shares will vest upon award; (ii) 50% of shares will vest in the event of a Transaction or a Qualified Transaction, as such terms are defined in the Policy; and (iii) 25% of the shares will vest and become exercisable over the 36-month period following the award on the one-month anniversary of the vesting commencement date, subject to the optionee’s continued service through each vesting date.
Cash Retention Plan
On April 11, 2024, the Compensation Committee approved and on April 14, 2024, the Board approved and adopted the Cash Retention Plan (the “Plan”) to further align management’s interest with that of investors and to ensure retention of key employees, including certain of the Company’s named executive officers. Under the Plan, the following one-time bonuses will be paid within 30 days of the funding of a Qualified Transaction (as defined in the Plan): $83,333 to the Company’s President, Craig W. Philips, $72,917 to the Company’s Chief Financial Officer, Keith A. Baker, and $72,917 to the Company’s Chief Scientific Officer, Thierry Guillaudeux, Ph.D.
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 18, 2024
Kineta, Inc.
By: |
/s/ Craig Philips |
Name: |
Craig Philips |
Title: |
President |
Document and Entity Information |
Apr. 14, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | KINETA, INC./DE |
| Amendment Flag | false |
| Entity Central Index Key | 0001445283 |
| Document Type | 8-K |
| Document Period End Date | Apr. 14, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37695 |
| Entity Tax Identification Number | 20-8436652 |
| Entity Address, Address Line One | 7683 SE 27th Street |
| Entity Address, Address Line Two | Suite 481 |
| Entity Address, City or Town | Mercer Island |
| Entity Address, State or Province | WA |
| Entity Address, Postal Zip Code | 98040 |
| 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 |
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