Form 8-K Kinnate Biopharma Inc. For: Jun 24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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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.

(d) Exhibits.

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.

Exhibit 99.1

Kinnate Biopharma Inc. Appoints Helen Sabzevari, Ph.D. to Board of Directors

Accomplished immunologist and veteran biopharma executive has extensive experience in advancing pre-clinical stage oncology programs into the clinic

SAN FRANCISCO and SAN DIEGO – June 28, 2021 – Kinnate Biopharma Inc. (Nasdaq: KNTE) (“Kinnate”), a biopharmaceutical company focused on the discovery and development of small molecule kinase inhibitors for difficult-to-treat, genomically defined cancers, today announced the appointment of Helen Sabzevari, Ph.D. to its Board of Directors. Dr. Sabzevari is a global thought leader who is internationally recognized for her work in the field of oncology.  Her career-long efforts have helped bridge the gap between cancer cell biology and immunology, bringing these disciplines together to understand how the immune system and cancer cells interact on the broader system level and form the basis for many current efforts in immuno-oncology, particularly in the field of cancer vaccines.

“We are honored to welcome Helen to the Kinnate Board of Directors. She is internationally recognized for her work in the field of immuno-oncology and her patient-first approach will bring an important perspective to our team as we initiate clinical studies for our lead program, KIN-2787,” said Nima Farzan, CEO of Kinnate. “Helen is a passionate leader with an incredible track record of success in the biopharmaceutical industry. On behalf of the entire team, we look forward to drawing from her experience to support Kinnate’s growth.”

Dr. Sabzevari is currently President and CEO of Precigen, Inc., a dedicated discovery and clinical stage biopharmaceutical company.  At Precigen, Dr. Sabzevari is leading discovery and development of the next generation of gene and cell therapies using precision technology to unmet medical needs in the areas of immuno-oncology, autoimmune disorders, and infectious diseases.

Dr. Sabzevari received her Ph.D. in cell and molecular immunology and completed her postdoctoral work at the department of immunology at the Scripps Research Institute working on various immunotherapeutic modalities in the treatment of cancer and autoimmune diseases.

“I am pleased to join the esteemed group of biopharma innovators and executives on the Kinnate Board of Directors. The work the company has done in developing a potential new generation of kinase inhibitor product candidates is exciting and may offer new treatment options for the many patients who are not benefiting from existing targeted cancer therapies,” said Dr. Sabzevari. “Under Nima’s leadership, Kinnate has successfully hit a number of important milestones in a short period of time, and I am looking forward to supporting them as they enter this important next phase of progress into the clinic.”

About Kinnate

Kinnate is focused on the discovery and development of small molecule kinase inhibitors for difficult-to-treat, genomically defined cancers. Kinnate’s mission is to expand the reach of targeted therapeutics by developing products for underserved populations. Kinnate utilizes its deep expertise in structure-based drug discovery, translational research, and patient-driven precision medicine, which it refers to as the Kinnate Discovery Engine, to develop targeted therapies. Based in San Francisco and San Diego, California, the Kinnate team is composed of drug discovery experts supported by a distinguished group of scientific advisors. For more information, please visit www.kinnate.com.

Forward Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements include, without limitation, the expected timing for our initiation of our clinical trials, the potential benefits and treatment indications of our product candidates and the continued advancement of our product candidates and progression of our pipeline.  Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and similar expressions are also intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. Such expectations and projections may never materialize or may prove to be incorrect. These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors, including risks related to operating as a preclinical-stage biopharmaceutical company with a limited operating history; our ability to raise additional capital to finance our operations; our ability to discover, advance through the preclinical and clinical development of, obtain regulatory approval for and commercialize our product candidates; the novel approach we are taking to discover and develop drugs; our ability to timely file and obtain approval of investigational new drug applications for our planned clinical trials; the potential for any clinical trial results to differ from our preclinical trial results; negative impacts of the COVID-19 pandemic on our business, including planned clinical trials and ongoing and planned preclinical trials; competition in our industry; regulatory developments in the United States and other countries; our ability to attract, hire and retain highly skilled executive officers and employees; difficulties in managing our growth; our ability to protect our intellectual property; reliance on third parties to conduct our preclinical studies and any future clinical trials, and to manufacture our product candidates; general economic and market conditions; and other risks.

These and other risks, uncertainties, assumptions and other factors are further described under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 that we have filed with the Securities and Exchange Commission (the “SEC”), as well as in our subsequent filings we make with the SEC. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Investors should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our forward-looking statements speak only as of the date of this release, and except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason in the future.

Contacts:

Investors:

Patti Bank

Westwicke, an ICR Company

415-513-1284

Media:

Colin Sanford

203-918-4347

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