Exhibit 10.18
KINETA, INC.
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 3 to Securities Purchase Agreement (this “Amendment”) is made as of March ___, 2023, by and among Kineta, Inc., a Delaware corporation (formerly known as Yumanity Therapeutics, Inc.) (the “Company”), and the undersigned Purchasers (as defined in the PIPE Agreement, which is defined below). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the PIPE Agreement.
RECITALS
WHEREAS, the Company is party to that Agreement and Plan of Merger dated as of June 5, 2022 and as amended on December 5, 2022 (as amended, the “Merger Agreement”), by and among the Company, Yacht Merger Sub, Inc. and Kineta Operating, Inc. (formerly known as Kineta, Inc.) (“Kineta”), pursuant to which Kineta became a wholly-owned subsidiary of the Company;
WHEREAS, in connection with the Merger Agreement, the Company and the Purchasers (each, a “Purchaser”) entered into a Securities Purchase Agreement dated as of June 5, 2022 (the “Securities Purchase Agreement”), as amended by the Amendment No. 1 to Securities Purchase Agreement dated as of October 24, 2022 (the “First Amendment”) and as further amended by the Amendment No. 2 to Securities Purchase Agreement dated as of December 5, 2022 (the “Second Amendment”, and the Securities Purchase Agreement as amended by the First Amendment and the Second Amendment, and as may be further amended from time to time, the “PIPE Agreement”), pursuant to which the Company agreed to sell and issue to each Purchaser certain shares of Company Common Stock;
WHEREAS, the PIPE Agreement and any term thereof may be amended, terminated or waived only with the written consent of the Company and the Purchasers, pursuant to Section 6.7 of the PIPE Agreement; and
WHEREAS, the Company and the undersigned Purchasers now wish to amend the PIPE Agreement as set forth herein.
AGREEMENT
In consideration of the mutual promises, covenants and conditions hereinafter set forth, the Company and the Purchasers mutually agree as follows:
“(ii) with respect to the Second Tranche Shares (as defined below), the price equal to (a) the volume-weighted average price of Company Common Stock for the five Trading Days prior to the Second Tranche Closing Date (as
defined below) (the “VWAP”), plus (b) 10% of the VWAP (each of (i) or (ii) as applicable, the “Share Purchase Price”); provided, however, that the Share Purchase Price shall be at least equal to the closing price of Company Common Stock on March 29, 2023”
“; provided, however, that the Company may unilaterally terminate this Agreement at any time from March 29, 2023 until the Second Tranche Closing Date”
“A Purchaser may assign its rights under this Agreement to any Person with the written consent of the Company; provided, that (i) following such transfer or assignment, the further disposition of the Shares by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (ii) as a condition of such transfer, such transferee agrees in writing to be bound by all of the terms and conditions of this Agreement as a party hereto and (iii) such transfer shall have been made in accordance with the applicable requirements of this Agreement and with all laws applicable thereto. For the avoidance of doubt, the Purchaser may assign or transfer some or all of the Shares held by such Purchaser and may assign or transfer the Shares held by such Purchaser to more than one Person.”
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[Signature Pages Follow]
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The parties have executed this Amendment No. 3 to Securities Purchase Agreement as of the date first written above.
the company:
KINETA, Inc.
By:
(Signature)
Name:
Title:
Amendment No. 3 to Securities Purchase Agreement
The parties have executed this Amendment No. 3 to Securities Purchase Agreement as of the date first written above.
PurchaserS:
[ ]
By:
(Signature)
Name:
Title:
[ ]
By:
(Signature)
Name:
Title:
Amendment No. 3 to Securities Purchase Agreement