--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-085548" form_type: "8-K" ticker: null cik: "0001797768" company_name: "Kinnate Biopharma Inc." filed_at: "2024-04-03T23:59:59+00:00" generated_at: "2026-06-04T02:55:21.874941+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # XOMA completes acquisition of Kinnate for $2.5879/share plus CVR; trading halted ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-085548 - form_type: 8-K - cik: 0001797768 - company_name: Kinnate Biopharma Inc. - filed_at: 2024-04-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/d651169d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-085548 - JSON: https://secwatch.observer/filing/0001193125-24-085548.json - Plain text: https://secwatch.observer/filing/0001193125-24-085548.txt ## Key facts - Executive change Melissa Epperly resigned as Director at Kinnate Biopharma Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Neha Krishnamohan resigned as other_named_officer at Kinnate Biopharma Inc.. - Action: resigned source text: each of Nima Farzan, Neha Krishnamohan and Mark Meltz resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Helen Sabzevari resigned as Director at Kinnate Biopharma Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Carl Gordon resigned as Director at Kinnate Biopharma Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Owen Hughes was appointed as President, Treasurer and Secretary at Kinnate Biopharma Inc.. - Action: appointed - Role: President, Treasurer and Secretary source text: The sole officer of Merger Sub immediately prior to the Effective Time was Owen Hughes, serving as President, Treasurer and Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Nima Farzan resigned as Director at Kinnate Biopharma Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Owen Hughes was appointed as Director at Kinnate Biopharma Inc.. - Action: appointed - Role: Director source text: The sole director of Merger Sub immediately prior to the Effective Time was Owen Hughes. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Laurie Smaldone Alsup resigned as Director at Kinnate Biopharma Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Michael Rome resigned as Director at Kinnate Biopharma Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Jill DeSimone resigned as Director at Kinnate Biopharma Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change James Tananbaum resigned as Director at Kinnate Biopharma Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Mark Meltz resigned as other_named_officer at Kinnate Biopharma Inc.. - Action: resigned source text: each of Nima Farzan, Neha Krishnamohan and Mark Meltz resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Keith Flaherty resigned as Director at Kinnate Biopharma Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Nima Farzan resigned as other_named_officer at Kinnate Biopharma Inc.. - Action: resigned source text: each of Nima Farzan, Neha Krishnamohan and Mark Meltz resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Executive change Dean J. Mitchell resigned as Director at Kinnate Biopharma Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Governance Changes Kinnate Biopharma Inc.: Amended and restated certificate of incorporation. - Change: charter amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - Governance Changes Kinnate Biopharma Inc.: Adopted bylaws of Merger Sub as bylaws of Surviving Corporation. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1797768/000119312524085548/0001193125-24-085548-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.