8-K 1 brhc10026243_8k.htm 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): June 24, 2021

KINNATE BIOPHARMA INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39743	82-4566526
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3611 Valley Centre Drive, Suite 175 San Diego, California		92130
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 299-4699

N/A

(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:

☐	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 Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		KNTE		The Nasdaq Global Select 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of June 24, 2021, the Board of Directors (the “Board”) of Kinnate Biopharma Inc. (the “Company”) appointed Helen Sabzevari, Ph.D. to the Board. Dr. Sabzevari will serve as a Class I director, with a term expiring at the Company’s 2024 annual meeting of the stockholders.

In accordance with the Company’s Outside Director Compensation Policy (the “Director Compensation Policy”), a copy of which was filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A (File No. 333-2500860) filed with Securities and Exchange Commission (the “SEC”) on November 30, 2020, Dr. Sabzevari is eligible to participate in the Company’s standard compensation arrangements for non-employee directors which consists of cash and equity compensation for service on the Board and, if applicable, committees of the Board. Pursuant to the Director Compensation Policy, Dr. Sabzevari is entitled to $35,000 in annual cash compensation for service on the Board with additional cash compensation payable for committee service, if applicable. In addition, in accordance with the Director Compensation Policy, upon her appointment to the Board, Dr. Sabzevari was automatically granted an initial stock option to purchase 40,501 shares of the Company’s common stock under the Company’s 2020 Equity Incentive Plan. One thirty-six (1/36^th) of the shares subject to this stock option will vest on a monthly basis beginning on July 24, 2021 and subject to Dr. Sabzevari’s continued service through each vesting date in accordance with the Director Compensation Policy.

The Company has entered into its standard form of indemnification agreement with Dr. Sabzevari, a copy of which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-2500860) filed with the SEC on November 13, 2020.

There is no arrangement or understanding between Dr. Sabzevari and any other person pursuant to which Dr. Sabzevari was selected as a member of the Board, and Dr. Sabzevari is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the appointment of Dr. Sabzevari as a director is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated June 28, 2021

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 thereunto duly authorized.

	KINNATE BIOPHARMA INC.

Date: June 28, 2021	By:	/s/ Nima Farzan
		Nima Farzan
		Chief Executive Officer and President

Kinnate Biopharma Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits