Item 1.01. Entry into a Material Definitive Agreement.
On January 3, 2022, Kinnate Biopharma Inc. (the "Company") entered into a sales
agreement (the "Sales Agreement") with SVB Leerink LLC ("SVB Leerink"), pursuant
to which the Company may offer and sell shares of the Company's common stock,
par value $0.0001 per share, from time to time, through an "at the market
offering" program under which SVB Leerink will act as sales agent. Pursuant to
the sales agreement prospectus supplement included in the Company's Form S-3
filed on January 3, 2022, the Company may offer and sell common stock having
aggregate gross sales proceeds of up to $150 million.
Under the Sales Agreement, the Company will set the parameters for the sale of
shares, including the number or dollar value of shares to be issued, the time
period during which sales are requested to be made, limitation on the number of
shares that may be sold in any one trading day and any minimum price below which
sales may not be made. Subject to the terms and conditions of the Sales
Agreement, SVB Leerink may sell the shares by methods deemed to be an "at the
market offering" as defined in Rule 415(a)(4) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). SVB Leerink will use
commercially reasonable efforts in conducting such sales activities consistent
with its normal trading and sales practices, on mutually agreed terms between
SVB Leerink and the Company. The Company is not obligated to sell, and SVB
Leerink is not obligated to sell, any shares of common stock under the Sales
Agreement. No assurance can be given that the Company will sell any shares of
common stock under the Sales Agreement, or, if it does, as to the price or
amount of shares of common stock that it sells or the dates when such sales will
take place. The Sales Agreement may be terminated by either party by giving ten
trading days' prior written notice to the other party for any reason, subject to
further qualifications as described in the Sales Agreement.
The Sales Agreement provides that SVB Leerink will be entitled to compensation
for its services equal to up to 3.0% of the gross proceeds of any shares sold
through SVB Leerink under the Sales Agreement. SVB Leerink and the Company have
no obligation to sell any shares under the Sales Agreement and may at any time,
upon notice to the other party, suspend solicitation and offers under the Sales
Agreement.
In the Sales Agreement, the Company has agreed to indemnify SVB Leerink against
certain liabilities, including under the Securities Act and to contribute
payments that SVB Leerink may be required to make because of such liabilities.
Further, SVB Leerink agreed to indemnify the Company, the Company's board of
directors and its executive officers against certain liabilities, including
under the Securities Act.
The shares of common stock sold pursuant to the Sales Agreement will be issued
pursuant to the Company's shelf registration statement on Form S-3, including
the prospectus supplement contained therein, filed with the Securities and
Exchange Commission (the "SEC") on January 3, 2022, which was automatically
effective upon filing with the SEC.
The foregoing description of the Sales Agreement is not complete and is
qualified in its entirety by reference to the full text of such agreement, a
copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form
8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein, nor shall there
be any sale of such securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Sales Agreement, between the Company and SVB Leerink LLC, dated as of
January 3, 2022, filed as Exhibit 1.2 to the Company's Registration
Statement on Form S-3ASR, filed with the Securities and Exchange
Commission on January 3, 2022 and incorporated herein by reference.
104 Cover page interactive date file (embedded within the inline XBRL
document).
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