Kineta Inc.

09/13/2024 | Press release | Distributed by Public on 09/13/2024 15:20

Failure to Satisfy Listing Rule Form 8 K

Item 1.01

Entry into a Material Definitive Agreement.

On September 13, 2024 (the "Effective Date"), Kineta, Inc. (the "Company") entered into a Settlement Agreement (the "Agreement") with ARE-SEATTLE No. 17, LLC (the "Landlord"), the landlord of the Company's former premises in Seattle, Washington. Under the terms of the Agreement, the Company has agreed to pay the Landlord the outstanding monetary obligation of $679,210.42 (the "Outstanding Debt") pursuant to that certain Lease Agreement, by and between the Company and the Landlord, dated as of November 19, 2010, as amended through June 30, 2020 (collectively, the "Lease") as follows: (i) the Landlord's application of the security deposit in the amount of $70,000, (ii) the Company's payment to the Landlord of $85,000.00 (the "First Payment") no later than five (5) business days after the Effective Date, and (iii) the Company's payment to the Landlord of the Outstanding Debt balance of $524,210.42 (the "Second Payment" and together with the First Payment, the "Payment Milestones") no later than February 1, 2025. The Agreement stipulates that upon the receipt by the Landlord of the Payment Milestones, the Landlord will fully discharge and forever release the Company from any claim, cause of action, or judgment, legal or equitable, in contract or tort, direct or indirect, presently asserted or not, known or unknown, through the date of the Agreement related to the Company's monetary obligations under the Lease.

Additionally, under the Agreement, as consideration for the Landlord's agreement to delay collection of the Outstanding Debt and to not assess additional interest and late fees with respect to the Outstanding Debt, the Company executed a Confession of Judgment (the "Confession") in favor of the Landlord, and as consideration for the Company's agreement to execute the Confession, the Landlord agreed not to file any lawsuit or other legal action against the Company related to the Outstanding Debt, or to otherwise cause the Confession to be entered into any legal action or proceeding unless the Company fails to satisfy the Payment Milestones. The Agreement specifies that except as it relates to the matters contemplated in the Agreement, no action by the parties is to be construed as an admission of liability by any party as it relates to such parties' rights or obligations under the Lease.

The Company entered into the Agreement to avoid the costs and uncertainties of legal proceedings, reflecting the Company's commitment to responsibly managing its financial obligations and disputes as it continues to explore strategic alternatives.

The foregoing description of the terms and conditions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ending September 30, 2024.