Sole power to vote or to direct the vote: 23,742
Shared power to vote or to direct the vote: 878,878
Sole power to dispose or to direct the disposition of: 23,742
Shared power to vote or to direct the disposition of: 878,878
(c) Except as otherwise described in this Schedule 13D, the Reporting Persons have not effected any transaction related to the Common Stock during the
past 60 days other than 7,001 shares of Common Stock purchased by Mr. Bartoszek on December 30, 2022 in the open market.
(d) Except as
otherwise described in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Lock-Up
In connection with the execution of the Merger Agreement, pre-closing shareholders of Legacy Kineta became
subject to certain restrictions on the transfer of the shares of Common Stock they received in connection with the Merger (the Lock-Up)
for the 180-day period following the Closing Date.
Securities Purchase Agreement
Concurrently with the execution of the Merger Agreement, the Issuer entered into the Securities Purchase Agreement.
Pursuant to the Securities Purchase Agreement, the Issuer agreed to sell shares of Common Stock to the Investors in a private placement at an aggregate
purchase price of $30,000,000. The Securities Purchase Agreement provides for (i) the sale and issuance of up to 649,346 shares of Common Stock at a purchase price of $11.55 per share immediately following the effective time of the Merger, for
an aggregate purchase price of $7.5 million (such shares, the First Tranche Shares, and the PIPE Investors purchasing such shares, the First Tranche PIPE Investors), and (ii) the sale and issuance of a number of
shares of Common Stock at a purchase price equal to (a) the volume-weighted average price of Common Stock for the five (5) trading days prior to March 31, 2023 (the VWAP), plus (b) 10% of the VWAP, equal to an aggregate
purchase price of $22.5 million, on March 31, 2023 (such shares, the Second Tranche Shares, and the PIPE Investors purchasing such shares, the Second Tranche PIPE Investors).
Registration Rights Agreement
Concurrently with
the execution of the Securities Purchase Agreement, on June 5, 2022, the Issuer entered into a registration rights agreement, as amended on October 24, 2022 and December 5, 2022 (collectively, the Registration Rights
Agreement) with the Investors. The Registration Rights Agreement provides the Investors with certain registration rights that require the Issuer to