Delaware
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82-4566526
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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Item 3. |
Incorporation of Documents by Reference.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Exhibit
Number
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Description
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Specimen common stock certificate of the Registrant.
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2020 Equity Incentive Plan and form agreements thereunder.
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2020 Employee Stock Purchase Plan and form agreements thereunder.
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto).
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Power of Attorney (contained on signature page hereto).
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Filing Fee Table.
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(1)
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Incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-250086), filed with the Commission on November 30, 2020.
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(2)
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Incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-250086), filed with the Commission on November 30, 2020.
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(3)
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Incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-250086), filed with the Commission on November 30, 2020.
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Item 9. |
Undertakings.
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A.
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The undersigned Registrant hereby undertakes that:
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(1)
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It will file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
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(2)
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For the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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It will remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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B.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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C.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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KINNATE BIOPHARMA INC.
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By:
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/s/ Nima Farzan
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Nima Farzan
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Nima Farzan
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President, Chief Executive Officer and Director (Principal Executive Officer)
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March 17, 2023
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Nima Farzan
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/s/ Neha Krishnamohan
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Chief Financial Officer and Executive Vice President, Corporate Development (Principal Financial Officer)
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March 17, 2023
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Neha Krishnamohan
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/s/ Dean Mitchell
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Chair of the Board of Directors
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March 17, 2023
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Dean Mitchell
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/s/ Jill DeSimone
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Director
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March 17, 2023
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Jill DeSimone
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/s/ Melissa Epperly
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Director
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March 17, 2023
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Melissa Epperly
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/s/ Keith Flaherty
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Director
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March 17, 2023
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Keith Flaherty, M.D.
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/s/ Carl Gordon
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Director
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March 17, 2023
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Carl Gordon, Ph.D.
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/s/ Michael Rome
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Director
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March 17, 2023
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Michael Rome, Ph.D.
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/s/ Helen Sabzevari
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Director
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March 17, 2023
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Helen Sabzevari, Ph.D.
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/s/ Laurie Smaldone Alsup
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Director
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March 17, 2023
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Laurie Smaldone Alsup, M.D.
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/s/ Jim Tananbaum
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Director
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March 17, 2023
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Jim Tananbaum, M.D.
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Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
O: 650.493.9300
F: 650.493.6811
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Re: |
Registration Statement on Form S-8
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Very truly yours,
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/s/ WILSON SONSINI GOODRICH & ROSATI
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WILSON SONSINI GOODRICH & ROSATI
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Professional Corporation
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AUSTIN
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BEIJING
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BOSTON
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BOULDER
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BRUSSELS
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HONG KONG
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LONDON
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LOS ANGELES
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NEW YORK
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PALO ALTO
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SAN DIEGO
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SAN FRANCISCO
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SEATTLE
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SHANGHAI
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WASHINGTON, DC
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WILMINGTON, DE
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Security
Type
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Security Class Title
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Fee
Calculation
Rule
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Amount
Registered(1)
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Proposed
Maximum
Offering
Price Per
Unit
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Maximum
Aggregate
Offering Price
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Fee Rate
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Amount of
Registration
Fee
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Equity
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Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the 2020 Equity Incentive Plan
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Rule 457(c) and Rule 457(h)
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2,217,114 (2)
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$3.60 (3)
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$7,981,610.40
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0.0001102
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$879.57
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Equity
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Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the 2020 Employee Stock Purchase Plan
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Rule 457(c) and Rule 457(h)
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443,422 (4)
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$3.06 (5)
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$1,356,871.32
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0.0001102
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$149.53
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Total Offering Amounts | $9,338,481.72 | $1,029.10 | |||||
Total Fee Offsets (6) | - | ||||||
Net Fee Due | $1,029.10 |
(1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock (“Common Stock”) that become
issuable under the 2020 Equity Incentive Plan (the “2020 Plan”) and 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by
reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
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(2) |
Represents an automatic increase of 5% of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year to the number of Common Stock reserved for issuance under, and which annual increase is provided for,
in the 2020 Plan.
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(3) |
Estimated in accordance with Rule 457 (c) and (h) solely for the purpose of calculating the registration fee on the basis of $3.60 per share, which is the average of the high and low sale prices of Common Stock as reported on the Nasdaq
Global Select Market on March 10, 2023.
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(4) |
Represents an automatic increase of 1% of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year to the number of Common Stock reserved for issuance under, and which annual increase is provided for,
in the 2020 ESPP.
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(5) |
Estimated in accordance with Rule 457 (c) and (h) solely for the purpose of calculating the registration fee on the basis of 85% of $3.60 per share, which is the average of the high and low sale prices of Common Stock as reported on the
Nasdaq Global Select Market on March 10, 2023. Pursuant to the 2020 ESPP, the purchase price of Common Stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of Common Stock on the Enrollment Date or
the Exercise Date (as such terms are defined in the 2020 ESPP).
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(6) |
The Registrant does not have any fee offsets.
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