8-K
filed April 3, 2024, 7:59 PM ET
CIK 0001797768
M&A
confidence high
sentiment neutral
materiality 0.90
Kinnate Biopharma Inc.: M&A transaction — XOMA completes acquisition of Kinnate for $2.5879/share plus CVR; trading halted
Kinnate Biopharma Inc.
- 38.3M shares (81%) tendered in offer; all conditions satisfied; merger effective April 3, 2024.
- Shareholders receive $2.5879 cash per share plus one non-transferable CVR per share.
- All Kinnate directors and officers resigned; Owen Hughes (XOMA) becomes sole director and officer.
- Kinnate requested Nasdaq to suspend trading and delist shares; expects deregistration on Form 15.
- Outstanding stock options and RSUs vested and cancelled in exchange for cash and/or CVRs.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Melissa Epperly resigned as Director at Kinnate Biopharma Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Dean J. Mitchell, Nima Farzan, Jill DeSimone, Melissa Epperly, Keith Flaherty, Carl Gordon, Michael Rome, Helen Sabzevari, Laurie Smaldone Alsup and James Tananbaum resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neha Krishnamohan resigned as other_named_officer at Kinnate Biopharma Inc..
- Action
- resigned
Exact text from the filing
each of Nima Farzan, Neha Krishnamohan and Mark Meltz resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Helen Sabzevari resigned as Director at Kinnate Biopharma Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Dean J. Mitchell, Nima Farzan, Jill DeSimone, Melissa Epperly, Keith Flaherty, Carl Gordon, Michael Rome, Helen Sabzevari, Laurie Smaldone Alsup and James Tananbaum resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carl Gordon resigned as Director at Kinnate Biopharma Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Dean J. Mitchell, Nima Farzan, Jill DeSimone, Melissa Epperly, Keith Flaherty, Carl Gordon, Michael Rome, Helen Sabzevari, Laurie Smaldone Alsup and James Tananbaum resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Owen Hughes was appointed as President, Treasurer and Secretary at Kinnate Biopharma Inc..
- Action
- appointed
- Role
- President, Treasurer and Secretary
Exact text from the filing
The sole officer of Merger Sub immediately prior to the Effective Time was Owen Hughes, serving as President, Treasurer and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nima Farzan resigned as Director at Kinnate Biopharma Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Dean J. Mitchell, Nima Farzan, Jill DeSimone, Melissa Epperly, Keith Flaherty, Carl Gordon, Michael Rome, Helen Sabzevari, Laurie Smaldone Alsup and James Tananbaum resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Owen Hughes was appointed as Director at Kinnate Biopharma Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The sole director of Merger Sub immediately prior to the Effective Time was Owen Hughes.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laurie Smaldone Alsup resigned as Director at Kinnate Biopharma Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Dean J. Mitchell, Nima Farzan, Jill DeSimone, Melissa Epperly, Keith Flaherty, Carl Gordon, Michael Rome, Helen Sabzevari, Laurie Smaldone Alsup and James Tananbaum resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Rome resigned as Director at Kinnate Biopharma Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Dean J. Mitchell, Nima Farzan, Jill DeSimone, Melissa Epperly, Keith Flaherty, Carl Gordon, Michael Rome, Helen Sabzevari, Laurie Smaldone Alsup and James Tananbaum resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jill DeSimone resigned as Director at Kinnate Biopharma Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Dean J. Mitchell, Nima Farzan, Jill DeSimone, Melissa Epperly, Keith Flaherty, Carl Gordon, Michael Rome, Helen Sabzevari, Laurie Smaldone Alsup and James Tananbaum resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Tananbaum resigned as Director at Kinnate Biopharma Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Dean J. Mitchell, Nima Farzan, Jill DeSimone, Melissa Epperly, Keith Flaherty, Carl Gordon, Michael Rome, Helen Sabzevari, Laurie Smaldone Alsup and James Tananbaum resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Meltz resigned as other_named_officer at Kinnate Biopharma Inc..
- Action
- resigned
Exact text from the filing
each of Nima Farzan, Neha Krishnamohan and Mark Meltz resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Keith Flaherty resigned as Director at Kinnate Biopharma Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Dean J. Mitchell, Nima Farzan, Jill DeSimone, Melissa Epperly, Keith Flaherty, Carl Gordon, Michael Rome, Helen Sabzevari, Laurie Smaldone Alsup and James Tananbaum resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nima Farzan resigned as other_named_officer at Kinnate Biopharma Inc..
- Action
- resigned
Exact text from the filing
each of Nima Farzan, Neha Krishnamohan and Mark Meltz resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dean J. Mitchell resigned as Director at Kinnate Biopharma Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Dean J. Mitchell, Nima Farzan, Jill DeSimone, Melissa Epperly, Keith Flaherty, Carl Gordon, Michael Rome, Helen Sabzevari, Laurie Smaldone Alsup and James Tananbaum resigned from the board of directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kinnate Biopharma Inc.: Amended and restated certificate of incorporation.
- Change
- charter amendment
Exact text from the filing
the Surviving Corporation’s certificate of incorporation was amended and restated in its entirety, as set forth on Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kinnate Biopharma Inc.: Adopted bylaws of Merger Sub as bylaws of Surviving Corporation.
- Change
- bylaw amendment
Exact text from the filing
the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of the Surviving Corporation, as set forth on Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Kinnate Biopharma Inc. underwent a change of control involving XOMA Corporation for $2.5879 in cash per Share plus one non-transferable contractual contingent value right per Share (closed 2024-04-03).
- Action
- change of control
- Counterparty
- XOMA Corporation
- Consideration
- $2.5879 in cash per Share plus one non-transferable contractual contingent value right per Share
- Closing
- 2024-04-03
Exact text from the filing
3, 2024, Merger Sub completed a tender offer to purchase all of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Shares”), in exchange for (i) $2.5879 in cash per Share (the “Cash Amount”), plus (ii) one non-transferable contractual contingent value right per Share (each, a “CVR” and each CVR together with the Cash Amount, the
View on SEC.gov
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