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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Kineta, Inc./DE 10-K 12/31/23 95:22M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.26M
2: EX-21.1 Subsidiaries List HTML 29K
3: EX-23.1 Consent of Expert or Counsel HTML 28K
7: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 68K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
9: R1 Document and Entity Information HTML 101K
10: R2 Consolidated Balance Sheets HTML 140K
11: R3 Consolidated Balance Sheets (Parenthetical) HTML 37K
12: R4 Consolidated Statements of Operations HTML 120K
13: R5 Consolidated Statements of Operations HTML 29K
(Parenthetical)
14: R6 Consolidated Statements of Shareholders' Equity HTML 111K
(Deficit)
15: R7 Consolidated Statements of Cash Flows HTML 136K
16: R8 Pay vs Performance Disclosure HTML 39K
17: R9 Insider Trading Arrangements HTML 33K
18: R10 Organization and Liquidity HTML 49K
19: R11 Summary of Significant Accounting Policies HTML 93K
20: R12 Reverse Merger HTML 61K
21: R13 Fair Value Measurements HTML 95K
22: R14 Balance Sheet Components HTML 71K
23: R15 Notes Payable HTML 115K
24: R16 Commitments and Contingencies HTML 73K
25: R17 Strategic License Agreements HTML 44K
26: R18 Shareholders' Equity HTML 135K
27: R19 Grants Agreements HTML 33K
28: R20 Licensing Revenue Agreement HTML 49K
29: R21 Collaboration Agreement HTML 46K
30: R22 Stock-Based Compensation HTML 120K
31: R23 Income Taxes HTML 145K
32: R24 Net Loss Per Share HTML 65K
33: R25 Related Party Transactions HTML 48K
34: R26 Subsequent Events HTML 32K
35: R27 Summary of Significant Accounting Policies HTML 146K
(Policies)
36: R28 Reverse Merger (Tables) HTML 61K
37: R29 Fair Value Measurements (Tables) HTML 67K
38: R30 Balance Sheet Components (Tables) HTML 67K
39: R31 Notes Payable (Tables) HTML 80K
40: R32 Commitments and Contingencies (Tables) HTML 60K
41: R33 Shareholders' Equity (Tables) HTML 95K
42: R34 Licensing Revenue Agreement - (Tables) HTML 41K
43: R35 Collaboration Agreement (Tables) HTML 43K
44: R36 Stock-Based Compensation (Tables) HTML 104K
45: R37 Income Taxes (Tables) HTML 134K
46: R38 Net Loss Per Share (Tables) HTML 64K
47: R39 Organization and Liquidity - Additional HTML 66K
Information (Details)
48: R40 Summary of Significant Accounting Policies - HTML 77K
Additional Information (Details)
49: R41 Reverse Merger (Additional Information) (Details) HTML 50K
50: R42 Reverse Merger - Summary of Purchase Price Paid in HTML 40K
Merger (Details)
51: R43 Reverse Merger - Summary of Allocation of Purchase HTML 54K
Price to Net Tangible and Intangible Assets
(Details)
52: R44 Fair Value Measurements - Additional Information HTML 121K
(Details)
53: R45 Fair Value Measurements - Summary of Changes in HTML 41K
Fair Value of 2022 & 2020 Notes Payable Measured
Using Level 3 Inputs (Details)
54: R46 Fair Value Measurements - Schedule Of Changes In HTML 38K
The Fair Value Of The Rights (Details)
55: R47 Balance Sheet Components - Schedule of Property HTML 42K
and Equipment, Net (Details)
56: R48 Balance Sheet Components - Schedule of Rights from HTML 31K
Private Placement (Details)
57: R49 Balance Sheet Components - Schedule of Accrued HTML 40K
Expenses and Other Current Liabilities (Details)
58: R50 Balance Sheet Components (Additional Information) HTML 39K
(Details)
59: R51 Notes Payable - Schedule of Notes Payable HTML 50K
(Details)
60: R52 Notes Payable - Schedule of Expected Future HTML 52K
Minimum Principal (Details)
61: R53 Notes Payable - Additional Information (Details) HTML 153K
62: R54 Commitments and Contingencies (Additional HTML 50K
Information) (Details)
63: R55 Commitments and Contingencies - Schedule of HTML 37K
Operating Lease Future Undiscounted Payments
(Details)
64: R56 Commitments and Contingencies - Schedule of HTML 34K
Operating Leases Supplemental Information
(Details)
65: R57 Commitments and Contingencies - Schedule of HTML 32K
Finance Leases Supplemental Information (Details)
66: R58 Strategic License Agreements - Additional HTML 49K
Information (Details)
67: R59 Shareholders' Equity - Schedule of Warrants to HTML 66K
Purchase (Details)
68: R60 Shareholders' Equity - Additional Information HTML 131K
(Details)
69: R61 Shareholder's Equity - Schedule of Common Stock HTML 42K
for Future Issuance (Details)
70: R62 Grant Agreements - Additional Information HTML 35K
(Details)
71: R63 Licensing Revenue Agreement - Summary Of Licensing HTML 32K
Revenue Agreements (Details)
72: R64 Licensing Revenue Agreement - Additional HTML 44K
Information (Details)
73: R65 Collaboration Agreement (Additional Information) HTML 36K
(Details)
74: R66 Collaboration Agreement - Summary of collaboration HTML 33K
revenue agreement and deferred revenue (Details)
75: R67 Stock-Based Compensation - Additional Information HTML 98K
(Details)
76: R68 Stock-Based Compensation - Summary of Stock Option HTML 68K
Activity (Details)
77: R69 Stock-Based Compensation - Summary of Fair Value HTML 49K
of Stock Options Granted for Employee and
Non-Employee Awards (Details)
78: R70 Stock-Based Compensation - Summary of Companies HTML 42K
Restricted Stock Activity (Detail)
79: R71 Stock-Based Compensation - Summary of Total HTML 45K
Stock-Based Compensation (Detail)
80: R72 Income Taxes - Schedule of Components of Income HTML 37K
Tax Expense Benefit (Details)
81: R73 Income Taxes - Schedule of Effective Income Tax HTML 51K
Rate Reconciliation (Details)
82: R74 Income Taxes - Schedule of Net Deferred Tax Assets HTML 64K
(Liabilities) (Details)
83: R75 Income Taxes - Schedule of Unrecognized Tax HTML 32K
Benefits (Details)
84: R76 Income Taxes (Additional Information) (Details) HTML 57K
85: R77 Net Loss Per Share - Summary of Basic and Diluted HTML 58K
Net Loss per Share (Detail)
86: R78 Net Loss Per Share - Summary of Basic and Diluted HTML 33K
Net Loss per Share (Parenthetical) (Details)
87: R79 Net Loss Per Share - Schedule of Antidilutive HTML 40K
Securities Excluded from Computation of Diluted
Weighted-average Shares Outstanding (Detail)
88: R80 Net Loss Per Share (Additional Information) HTML 29K
(Details)
89: R81 Related Party Transactions - Additional HTML 87K
Information (Details)
90: R82 Subsequent Events - Additional Information HTML 34K
(Details)
92: XML IDEA XML File -- Filing Summary XML 188K
95: XML XBRL Instance -- ka-20231231_htm XML 2.45M
91: EXCEL IDEA Workbook of Financial Report Info XLSX 198K
8: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.22M
Linkbases Document -- ka-20231231
93: JSON XBRL Instance as JSON Data -- MetaLinks 628± 968K
94: ZIP XBRL Zipped Folder -- 0000950170-24-034676-xbrl Zip 5.37M
| EX-97.1 |
Exhibit 97.1
KINETA, INC.
COMPENSATION RECOVERY POLICY
(Adopted and approved on September 6, 2023
and effective as of October 2, 2023)
Kineta, Inc. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compensation Recovery Policy (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the ”Exchange Act”) and explains when the Company will be required or authorized, as applicable, to seek recovery of Incentive Compensation awarded or paid to a Covered Person. Please refer to Exhibit A attached hereto (the “Definitions Exhibit”) for the definitions of capitalized terms used throughout this Policy.
In the event of a Restatement, the Company will seek to recover, reasonably promptly, all Recoverable Incentive Compensation from a Covered Person. Such recovery, in the case of a Restatement, will be made without regard to any individual knowledge or responsibility related to the Restatement. Notwithstanding the foregoing, if the Company is required to undertake a Restatement, the Company will not be required to recover the Recoverable Incentive Compensation if the Compensation Committee determines it Impracticable to do so, after exercising a normal due process review of all the relevant facts and circumstances.
If such Recoverable Incentive Compensation was not awarded or paid on a formulaic basis, the Company will seek to recover the amount that the Compensation Committee determines in good faith should be recouped.
In the event of a Non-Restatement Related Miscalculation, the Company may, at the direction of the Compensation Committee, seek recovery of all or a portion of the Recoverable Incentive Compensation awarded or paid to the Covered Person for the Applicable Period in which the violation occurred. In addition, the Company may, at the direction of the Compensation Committee, conclude that any unpaid or unvested Incentive Compensation has not been earned and must be forfeited.
Compliance with the law and the Company’s Code of Business Conduct and Ethics and other corporate policies is a pre-condition to earning Incentive Compensation. If the Company in its sole discretion concludes that a Covered Person (1) has engaged in Misconduct; or (2) was aware of or willfully blind to Misconduct that occurred in an area over which the Covered Person had supervisory authority, the Company may, at the direction of the Compensation Committee, seek recovery of all or a portion of the Recoverable Incentive Compensation awarded or paid to the Covered Person for the Applicable Period in which the violation occurred. In addition, the Company may, at the direction of the Compensation Committee, conclude that any unpaid or unvested Incentive Compensation has not been earned and must be forfeited.
In the event of Misconduct (whether or not in connection with a Restatement), the Company may seek recovery of Recoverable Incentive Compensation even if the Misconduct did not result in an award or payment greater than would have been awarded or paid absent the Misconduct.
In the event of Misconduct, in determining whether to seek recovery and the amount, if any, by which the payment or award should be reduced, the Compensation Committee may consider—among other things—the seriousness of the Misconduct, whether the Covered Person was unjustly enriched, whether seeking the recovery would prejudice the Company’s interests in any way, including in a proceeding or investigation, and any other factors it deems relevant to the determination.
The Compensation Committee may, subject to applicable law, seek recovery in the manner it chooses, including by seeking reimbursement from the Covered Person of all or part of the compensation awarded or paid, by electing to withhold unpaid compensation, by set-off, or by rescinding or canceling unvested stock.
In the reasonable exercise of its business judgment under this Policy, the Compensation Committee may in its sole discretion determine whether and to what extent additional action is appropriate to address the circumstances surrounding a Restatement, a Non-Restatement Related Miscalculation, or Misconduct to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate.
Notwithstanding the terms of any other policy, program, agreement or arrangement, in no event will the Company or any of its affiliates indemnify or reimburse a Covered Person for any loss under this Policy and in no event will the Company or any of its affiliates pay premiums on any insurance policy that would cover a Covered Person’s potential obligations with respect to Recoverable Incentive Compensation under this Policy.
The Compensation Committee will have full authority to administer this Policy. The Compensation Committee will, subject to the provisions of this Policy and Rule 10D-1 of the Exchange Act, and the Company’s applicable exchange listing standards, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Compensation Committee will be final, binding and conclusive.
The remedies under this Policy are in addition to, and not in lieu of, any legal and equitable claims the Company or any of its affiliates may have or any actions that may be imposed by law enforcement agencies, regulators, administrative bodies, or other authorities. Further, the exercise by the Compensation Committee of any rights pursuant to this Policy will not impact any other rights that the Company or any of its affiliates may have with respect to any Covered Person subject to this Policy.
The Company will provide notice and seek acknowledgement of this Policy in substantially the form included as Exhibit B attached hereto, from each Covered Person, provided that the failure to provide such notice or obtain such acknowledgement will have no impact on the applicability or enforceability of this Policy. After the Effective Date, the Company must be in receipt of a Covered Person's acknowledgement as a condition to such Covered Person’s eligibility to receive Incentive Compensation. All Incentive
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Compensation subject to this Policy will not be earned, even if already paid, until the Policy ceases to apply to such Incentive Compensation and any other vesting conditions applicable to such Incentive Compensation are satisfied.
The Board or the Compensation Committee may amend or terminate this Policy at any time.
Except as otherwise determined in writing by the Compensation Committee, this Policy will apply to any Incentive Compensation that (a) in the case of any Restatement, is Received by a Covered Person on or after the Effective Date , and (b) in the case of any Non-Restatement Related Miscalculation or Misconduct, is awarded or paid to a Covered Person on or after the Effective Date. This Policy will survive and continue notwithstanding any termination of a Covered Person’s employment with the Company and its affiliates.
This Policy shall be binding and enforceable against all Covered Persons and their successors, beneficiaries, heirs, executors, administrators, or other legal representatives.
To the extent not preempted by U.S. federal law, this Policy will be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.
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Exhibit A
KINETA, INC.
COMPENSATION RECOVERY POLICY
DEFINITIONS EXHIBIT
“Applicable Period” means (a) in the case of any Restatement, the three completed fiscal years of the Company immediately preceding the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes (or reasonably should have concluded) that a Restatement is required or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement, and (b) in the case of any Non-Restatement Related Miscalculation or Misconduct, such period as the Compensation Committee or Board determines to be appropriate in light of the scope and nature of the Non-Restatement Related Miscalculation or Misconduct. The “Applicable Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence.
“Board” means the Board of Directors of the Company.
“Compensation Committee” means the Company’s committee of independent directors responsible for executive compensation decisions, or in the absence of such a committee, a majority of the independent directors serving on the Board.
“Covered Person” means (a) in the case of any Restatement, any person who is, or was at any time, during the Applicable Period, an Executive Officer of the Company, and (b) in the case of any Non-Restatement Related Miscalculation or Misconduct, any person who was an Executive Officer or an employee of the Company eligible to receive Incentive Compensation under the Company’s compensation policies and practices at the time of the Non-Restatement Related Miscalculation or Misconduct. For the avoidance of doubt, a Covered Person may include a former Executive Officer that left the Company, retired, or transitioned to an employee role (including after serving as an Executive Officer in an interim capacity) during the Applicable Period.
"Effective Date” means October 2, 2023.
“Executive Officer” means the Company’s president, principal executive officer, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions for the Company. Exhibit C includes a list of the applicable Executive Officers as of the Effective Date.
“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including, but not limited to, “non-GAAP” financial measures, such as those appearing in the Company’s earnings releases or Management Discussion and Analysis), and any measure that is derived wholly or in part from such measure. Stock price and total shareholder return (and any measures derived wholly or in part therefrom) shall be considered Financial Reporting Measures.
“Impracticable.” The Compensation Committee may determine in good faith that recovery of Recoverable Incentive Compensation is “Impracticable” (a) in the case of any Restatement, if: (i) pursuing such recovery would violate home country law of the jurisdiction of incorporation of the Company where that law was
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adopted prior to November 28, 2022 and the Company provides an opinion of home country counsel to that effect acceptable to the Company’s applicable listing exchange; (ii) the direct expense paid to a third party to assist in enforcing this Policy would exceed the Recoverable Incentive Compensation and the Company has (A) made a reasonable attempt to recover such amounts and (B) provided documentation of such attempts to recover to the Company’s applicable listing exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and (b) in the case of any Non-Restatement Related Miscalculation or Misconduct, in its sole discretion, in light of the scope and nature of the Non-Restatement Related Miscalculation or Misconduct.
“Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive Compensation does not include any base salaries (except with respect to any salary increases earned wholly or in part based on the attainment of a Financial Reporting Measure performance goal); bonuses paid solely at the discretion of the Compensation Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal; bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period; non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and equity awards that vest solely based on the passage of time and/or attaining one or more non-Financial Reporting Measures.
“Misconduct” shall mean a Covered Person’s (i) commission of any felony or any crime involving fraud, dishonesty or moral turpitude under applicable law; (ii) attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) intentional, material violation of any contract or agreement between the Covered Person and the Company or of any statutory duty owed to the Company; (iv) unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) any action or willful inaction that may result in material financial, reputational or other harm to the Company and its affiliates and subsidiaries.
“Non-Restatement Related Miscalculation” shall mean a miscalculation that results in an overpayment of Incentive Compensation, which is not related to a Restatement.
“Received.” Incentive Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
“Recoverable Incentive Compensation” means (a) in the case of any Restatement, the amount of any Incentive Compensation (calculated on a pre-tax basis) Received by a Covered Person during the Applicable Period that is in excess of the amount that otherwise would have been Received if the calculation were based on the Restatement, (b) in the case of any Non-Restatement Related Miscalculation, the amount of any Incentive Compensation (calculated on a pre-tax basis) Received by a Covered Person during the Applicable Period that is in excess of the amount that otherwise would have been Received if the Incentive Compensation was correctly calculated , and (c) in the case of any Misconduct, the amount of any Incentive Compensation (calculated on a pre-tax basis) awarded or paid to a Covered Person during the Applicable Period that the Compensation Committee determines, in its sole discretion, to be appropriate in light of the scope and nature of the Misconduct. For the avoidance of doubt, in the case of any Restatement, Recoverable Incentive Compensation does not include any Incentive Compensation Received by a person (i) before such person began service in a position or capacity meeting the definition of an Executive Officer, (ii) who did not serve as an Executive Officer at any time during the performance period for that Incentive Compensation, or (iii) during any period the Company did not have a class of its securities listed on a national securities exchange or a national securities association. For Incentive Compensation based on (or derived from) stock price or total shareholder return where the amount of
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Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in the applicable Restatement, the amount will be determined by the Compensation Committee based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received (in which case, the Company will maintain documentation of such determination of that reasonable estimate and provide such documentation to the Company’s applicable listing exchange).
“Restatement” means an accounting restatement of any of the Company’s financial statements filed with the Securities and Exchange Commission under the Exchange Act, or the Securities Act of 1933, as amended, due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, regardless of whether the Company or Covered Person misconduct was the cause for such restatement. “Restatement” includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as “Big R” restatements), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as “little r” restatement.
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Exhibit B
KINETA, INC.
COMPENSATION recovery POLICY
ACKNOWLEDGMENT
By signing below, the undersigned acknowledges that they have read and understood, and they agree to be subject to the terms of, the Kineta, Inc. Compensation Recovery Policy.
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Signature: |
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Printed Name: |
Exhibit C
KINETA, INC.
COMPENSATION recovery POLICY
Applicable Executive Officers as of the Effective Date
Shawn Iadonato
Craig Philips
Pauline Kenny
Keith Baker
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/21/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 11/28/22 | 425, 8-K | |||
| List all Filings | ||||