UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| Kinnate Biopharma Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 49705R105 |
| (CUSIP Number) |
|
Dennis Ryan Foresite Capital Management, LLC 900 Larkspur Landing Circle, Suite 150, Larkspur, CA 94939 (415) 877-4887 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| November 13, 2023 |
| (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 2 of 13 |
| 1 |
NAME OF REPORTING PERSON
Foresite Capital Fund IV, L.P. (“FCF IV”) |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
9,671,643 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole power to vote these shares, and James B. Tananbaum (“Tananbaum”), the managing member of FCM IV, may be deemed to have sole power to vote these shares. |
| 8 |
SHARED VOTING POWER
See response to row 7. | |
| 9 |
SOLE DISPOSITIVE POWER
9,671,643 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares. | |
| 10 |
SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,671,643 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%* |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
* Percent of class is calculated based on 47,112,698 shares of common stock, par value $0.0001 (the “Common Shares”), of Kinnate Biopharma Inc. (the “Issuer”) outstanding as of November 3, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2023 (the “10-Q”).
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 3 of 13 |
| 1 |
NAME OF REPORTING PERSON
Foresite Capital Management IV, LLC (“FCM IV”) |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
AF |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
9,671,643 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares. |
| 8 |
SHARED VOTING POWER
See response to row 7. | |
| 9 |
SOLE DISPOSITIVE POWER
9,671,643 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares. | |
| 10 |
SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,671,643 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%* |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
* Percent of class is calculated based on 47,112,698 Common Shares outstanding as of November 3, 2023, as reported by the Issuer in the 10-Q.
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 4 of 13 |
| 1 |
NAME OF REPORTING PERSON
Foresite Capital Fund V, L.P. (“FCF V”) |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
3,525,957 shares, except that Foresite Capital Management V, LLC (“FCM V”), the general partner of FCF V, may be deemed to have sole power to vote these shares, and James B. Tananbaum (“Tananbaum”), the managing member of FCM V, may be deemed to have sole power to vote these shares. |
| 8 |
SHARED VOTING POWER
See response to row 7. | |
| 9 |
SOLE DISPOSITIVE POWER
3,525,957 shares, except that FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. | |
| 10 |
SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,525,957 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%* |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
* Percent of class is calculated based on 47,112,698 Common Shares outstanding as of November 3, 2023, as reported by the Issuer in the 10-Q.
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 5 of 13 |
| 1 |
NAME OF REPORTING PERSON
Foresite Capital Management V, LLC (“FCM V”) |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
AF |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
3,525,957 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. |
| 8 |
SHARED VOTING POWER
See response to row 7. | |
| 9 |
SOLE DISPOSITIVE POWER
3,525,957 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. | |
| 10 |
SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,525,957 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%* |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
* Percent of class is calculated based on 47,112,698 Common Shares outstanding as of November 3, 2023, as reported by the Issuer in the 10-Q.
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 6 of 13 |
| 1 |
NAME OF REPORTING PERSON
Foresite Capital Opportunity Fund V, L.P. (“FCOF V”) |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
520,711 shares, except that Foresite Capital Opportunity Management V, LLC (“FCOM V”), the general partner of FCOF V, may be deemed to have sole power to vote these shares, and James B. Tananbaum (“Tananbaum”), the managing member of FCOM V, may be deemed to have sole power to vote these shares. |
| 8 |
SHARED VOTING POWER
See response to row 7. | |
| 9 |
SOLE DISPOSITIVE POWER
520,711 shares, except that FCOM V, the general partner of FCOF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to dispose of these shares. | |
| 10 |
SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,711 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%* |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
* Percent of class is calculated based on 47,112,698 Common Shares outstanding as of November 3, 2023, as reported by the Issuer in the 10-Q.
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 7 of 13 |
| 1 |
NAME OF REPORTING PERSON
Foresite Capital Opportunity Management V, LLC (“FCOM V”) |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
AF |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
520,711 shares, all of which are directly owned by FCOF V. FCOM V, the general partner of FCOF V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to vote these shares. |
| 8 |
SHARED VOTING POWER
See response to row 7. | |
| 9 |
SOLE DISPOSITIVE POWER
520,711 shares, all of which are directly owned by FCOF V. FCOM V, the general partner of FCOF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to dispose of these shares. | |
| 10 |
SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,711 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%* |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
* Percent of class is calculated based on 47,112,698 Common Shares outstanding as of November 3, 2023, as reported by the Issuer in the 10-Q.
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 8 of 13 |
| 1 |
NAME OF REPORTING PERSON
James B. Tananbaum (“Tananbaum”) |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
AF |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
13,779,062 shares, of which (i) 9,671,643 shares are directly owned by Foresite Capital Fund IV, L.P. (“FCF IV”), (ii) 3,525,957 shares are directly owned by Foresite Capital Fund V, L.P. (“FCF V”), (iii) 520,711 shares are directly owned by Foresite Capital Opportunity Fund V, L.P. (“FCOF V”), and (iv) 60,751 are shares subject to options held by Tananbaum that are currently exercisable or exercisable within 60 days of November 14, 2023. Tananbaum is the managing member of each of Foresite Capital Management IV, LLC (“FCM IV”), which is the general partner of FCF IV; Foresite Capital Opportunity Management V, LLC (“FCM V”), which is the general partner of FCF V; and Foresite Capital Opportunity Management V, LLC (“FCOM V”), which is the general partner of FCOF V. Tananbaum may be deemed to have sole power to vote these shares. |
| 8 |
SHARED VOTING POWER
See response to row 7. | |
| 9 |
SOLE DISPOSITIVE POWER
13,779,062 shares, of which (i) 9,671,643 shares are directly owned by FCF IV, (ii) 3,525,957 shares are directly owned by FCF V, (iii) 520,711 shares are directly owned by FCOF V, and (iv) 60,751 are shares subject to options held by Tananbaum that are currently exercisable or exercisable within 60 days of November 14, 2023. Tananbaum is the managing member of each of FCM IV, which is the general partner of FCF IV; FCM V, which is the general partner of FCF V; and FCOM V, which is the general partner of FCOF V. Tananbaum may be deemed to have sole power to dispose of these shares. | |
| 10 |
SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,779,062 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.2%* |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
* Percent of class is calculated based on 47,112,698 Common Shares outstanding as of November 3, 2023, as reported by the Issuer in the 10-Q.
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 9 of 13 |
Explanatory Note:
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D initially filed on December 15, 2020 (the “Original Schedule 13D”), as amended and restated by Amendment No. 1 filed with the Securities and Exchange Commission (“SEC”) on February 22, 2023 (“Amendment No. 1”) and by Amendment No. 2 filed with the SEC on May 10, 2023 (“Amendment No. 2”, and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the “Schedule 13D”), that relates to the common stock, par value $0.0001 per share (the “Common Shares”), of Kinnate Biopharma Inc., a Delaware corporation (the “Issuer”), by Foresite Capital Fund IV, L.P. (“FCF IV”), Foresite Capital Management IV, LLC (“FCM IV”), Foresite Capital Fund V, L.P. (“FCF V”), Foresite Capital Management V, LLC (“FCM V”), Foresite Capital Opportunity Fund V, L.P. (“FCOF V”), Foresite Capital Opportunity Management V, LLC (“FCOM V”) and James B. Tananbaum (“Tananbaum” and together with FCF IV, FCM IV, FCF V, FCM V, FCOF V and FCOM V, the “Reporting Persons”).
Except as provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D.
| ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On November 13, 2023 (i) FCF IV, FCF V and FCOF V (collectively, “Foresite”) and (ii) OrbiMed Private Investments VII, LP, OrbiMed Private Investments VIII, LP, OrbiMed Asia Partners IV, L.P., OrbiMed Genesis Master Fund, L.P. and OrbiMed Partners Master Fund Limited (collectively, “OrbiMed”, and together with Foresite, the “Investors”) submitted to the board of directors of the Issuer (the “Board”) a non-binding expression of interest letter (the “Letter”) setting forth an intent to explore and evaluate a potential acquisition of all of the outstanding Common Shares that are not owned by the Investors or their affiliates in a going-private transaction. A copy of the Letter is filed as Exhibit 1 to this Amendment No. 3, and the information set forth in the Letter is incorporated by reference herein.
The Letter may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Shares from the Nasdaq Global Select Market and other material changes in the Issuer’s business or corporate structure.
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 10 of 13 |
The Letter stated that any transaction, once structured and agreed upon, would be conditioned upon, among other things, the (x) approval of the transaction by a properly constituted special committee composed of independent and disinterested directors of the Issuer appointed by the Board, with assistance from legal and financial advisors and (y) approval of the stockholders holding at least a majority of all the issued and outstanding Common Shares not held by the Investors or their affiliates.
The Letter is non-binding in nature and does not obligate in any way the Investors or the Issuer to negotiate or enter into definitive documentation with respect to a transaction or otherwise complete a transaction. The Letter states that the Investors are only interested in acquiring the outstanding Common Shares that they do not already own, and are not interested in selling their Common Shares to another party or in participating in an alternative change of control transaction involving the Company.
The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter. Neither the Letter nor this Schedule 13D is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuer’s securities.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced in this Schedule 13D, as may be amended from time to time, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:
Based on the events and transactions described above, the Reporting Persons may be deemed to constitute a “group” (within the meaning of Section 13(d) of the Act) with OrbiMed and its affiliated investment funds and persons that hold Common Shares of the Issuer but do not affirm the existence of any such “group.” The following table sets forth the beneficial ownership of Common Shares held by OrbiMed and certain of its affiliates listed below (each, an “OrbiMed Holder” and, collectively, the “OrbiMed Holders”) based on a Schedule 13D/A filed by the OrbiMed Holders with the SEC on May 8, 2023. The Reporting Persons expressly disclaim beneficial ownership of any Common Shares held or which may be acquired by any OrbiMed Holder.
| OrbiMed Holder | Amount beneficially owned |
Percent of total(1) |
Sole voting power |
Shared Voting power |
Sole dispositive power |
Shared dispositive power | ||||||
| OrbiMed Advisors LLC | 7,559,729 | 16.0% | — | 7,559,729 | — | 7,559,729 | ||||||
| OrbiMed Capital GP VII LLC | 4,738,453 | 10.1% | — | 4,738,453 | — | 4,738,453 | ||||||
| OrbiMed Capital GP VIII LLC | 1,368,338 | 2.9% | — | 1,368,338 | — | 1,368,338 | ||||||
| OrbiMed Advisors IV Limited | 1,368,339 | 2.9% | — | 1,368,339 | — | 1,368,339 | ||||||
| OrbiMed Asia GP IV, L.P. | 1,368,339 | 2.9% | — | 1,368,339 | — | 1,368,339 | ||||||
| OrbiMed Genesis GP LLC | 84,599 | 0.2% | — | 84,599 | — | 84,599 | ||||||
| OrbiMed Capital LLC | 450,000 | 1.0% | 450,000 | — | 450,000 | — |
| (1) | Percent of class is calculated based on 47,112,698 Common Shares outstanding as of November 3, 2023, as reported by the Issuer in the 10-Q. |
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 11 of 13 |
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6, as applicable.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Exhibit No. | Description | |
| 1 | Letter, dated November 13, 2023, from the Investors to the Board |
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 12 of 13 |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: November 14, 2023 | |||
| FORESITE CAPITAL FUND IV, L.P. | |||
| By: | Foresite Capital Management IV, LLC | ||
| Its: | General Partner | ||
| By: | /s/ James B. Tananbaum | ||
| James B. Tananbaum Managing Member |
|||
| FORESITE CAPITAL MANAGEMENT IV, LLC | |||
| By: | /s/ James B. Tananbaum | ||
| James B. Tananbaum Managing Member |
|||
| FORESITE CAPITAL FUND V, L.P. | |||
| By: | Foresite Capital Management V, LLC | ||
| Its: | General Partner | ||
| By: | /s/ James B. Tananbaum | ||
| James B. Tananbaum Managing Member |
|||
| FORESITE CAPITAL MANAGEMENT V, LLC | |||
| By: | /s/ James B. Tananbaum | ||
| James B. Tananbaum Managing Member |
|||
| FORESITE CAPITAL OPPORTUNITY FUND V, L.P. | |||
| By: | Foresite Capital Opportunity Management V, LLC | ||
| Its: | General Partner | ||
| By: | /s/ James B. Tananbaum | ||
| James B. Tananbaum Managing Member |
|||
| CUSIP No. 49705R105 | SCHEDULE 13D | Page 13 of 13 |
|
FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC |
|||
| By: | /s/ James B. Tananbaum | ||
| James B. Tananbaum Managing Member |
|||
| JAMES B. TANANBAUM | |||
| /s/ James B. Tananbaum | |||
EXHIBIT 1
|
Foresite Capital Fund IV, L.P. Foresite Capital Fund V, L.P. Foresite Capital Opportunity Fund V, L.P. 900 Larkspur Landing Circle, Suite 150 |
OrbiMed Private Investments VII, LP OrbiMed Private Investments VIII, LP OrbiMed Asia Partners IV, L.P. OrbiMed Genesis Master Fund, L.P. OrbiMed Partners Master Fund Limited 601 Lexington Avenue, 54th Floor New York, NY 10022
|
November 13, 2023
Board of Directors
Kinnate Biopharma Inc.
103 Montgomery Street, Suite 150
The Presidio of San Francisco
San Francisco, California 94129
| Re: | Non-Binding Expression of Interest |
Dear Members of the Board of Directors:
On behalf of (i) Foresite Capital Fund IV, L.P., Foresite Capital Fund V, L.P., Foresite Capital Opportunity Fund V, L.P. and their affiliated investment funds and persons (collectively, “Foresite”) and (ii) OrbiMed Private Investments VII, LP, OrbiMed Private Investments VIII, LP, OrbiMed Asia Partners IV, L.P., OrbiMed Genesis Master Fund, L.P., OrbiMed Partners Master Fund Limited and their affiliated investment funds and persons (collectively, “OrbiMed” and together with Foresite “we” or “our”), we are writing to outline our intent to explore and evaluate a potential acquisition of all of the outstanding shares of common stock (the “Common Shares”) of Kinnate Biopharma Inc. (the “Company”) not already owned by Foresite or OrbiMed in a going-private transaction (a “Transaction”). As you know, Foresite currently beneficially owns approximately 29.2% of the issued and outstanding Common Shares and OrbiMed currently beneficially owns approximately 17.0% of the issued and outstanding Common Shares.
We believe that a Transaction can offer the Company’s shareholders a highly attractive opportunity to de-risk their investment by obtaining immediate liquidity and certainty of value, which can provide superior value to the Company’s shareholders. We wish to emphasize that, in our capacity as stockholders of the Company, we are only interested in acquiring the shares of the Company we do not currently own, and accordingly we have no interest in a sale of our holdings in the Company or in participating in an alternative change of control transaction involving the Company. In our capacity as a stockholder of the Company, we would not vote in favor of any alternative sale, merger or similar transaction involving the Company.
We expect to engage in communications and discussions with the Company, members of the Board of Directors (the “Board”), the Special Committee (as defined below) and management of the Company, other current or prospective shareholders of the Company, potential co-investors
and financing sources (including current or potential investors in funds managed by Foresite or OrbiMed), investment and financing professionals, industry analysts and other knowledgeable industry or market observers and participants, and other interested parties regarding a potential transaction and/or the matters set forth in this letter (this “Letter”), and may exchange information with such persons pursuant to appropriate confidentiality or similar agreements.
We recognize that the Board will evaluate any proposal independently before it can make its determination whether to endorse the proposal. In addition, we expect that a special committee composed of independent and disinterested directors of the Company appointed by the Board (a “Special Committee”) will consider any and all of our proposals carefully and make a recommendation to the Board; we expect that the Special Committee will retain legal and financial advisors for assistance. Moreover, we will condition the consummation of any Transaction involving us upon the non-waivable condition requiring approval of the stockholders holding at least a majority of all the issued and outstanding Common Shares not held by us or our affiliates. We will not move forward with any Transaction unless it is approved by such Special Committee (with the assistance of its legal and financial advisors) and a majority of such unaffiliated stockholders. If the Special Committee does not recommend or the unaffiliated public stockholders of the Company do not approve a proposed transaction with us, such determination would not adversely affect our future relationship with the Company.
This Letter constitutes an expression of interest only, and we reserve the right to withdraw or modify it in any manner. This Letter does not include or constitute a binding offer to acquire the Company or any securities or assets of the Company, or a proposal of definitive terms for any transaction. Please be advised that we intend to promptly file Schedule 13D amendments, including a copy of this Letter, with the Securities and Exchange Commission.
* * * * *
| Very truly yours, | |||
| FORESITE CAPITAL FUND IV, L.P. | |||
| By: Foresite Capital Management V, LLC | |||
| Its: General Partner | |||
| By: | /s/ Dennis Ryan | ||
| Name: | Dennis Ryan | ||
| Title: | Attorney-In-Fact | ||
| FORESITE CAPITAL FUND V, L.P. | |||
| By: Foresite Capital Management V, LLC | |||
| Its: General Partner | |||
| By: | /s/ Dennis Ryan | ||
| Name: | Dennis Ryan | ||
| Title: | Attorney-In-Fact | ||
| FORESITE CAPITAL OPPORTUNITY FUND V, L.P. | |||
| By: Foresite Capital Opportunity Management V, LLC | |||
| Its: General Partner | |||
| By: | /s/ Dennis Ryan | ||
| Name: | Dennis Ryan | ||
| Title: | Attorney-In-Fact | ||
| OrbiMed Private Investments VII, LP | ||||||
| By: | OrbiMed Capital GP VII LLC, | |||||
| its General Partner | ||||||
| By: | OrbiMed Advisors LLC, | |||||
| its Managing Member | ||||||
| By: | /s/ Carl L. Gordon | |||||
| Name: | Carl L. Gordon | |||||
| Title: | Member | |||||
| OrbiMed Private Investments VIII, LP | ||||||
| By: | OrbiMed Capital GP VIII LLC, | |||||
| its General Partner | ||||||
| By: | OrbiMed Advisors LLC, | |||||
| its Managing Member | ||||||
| By: | /s/ Carl L. Gordon | |||||
| Name: | Carl L. Gordon | |||||
| Title: | Member | |||||
| OrbiMed Asia Partners IV, L.P. | ||||||
| By: | OrbiMed Asia GP IV, L.P., | |||||
| its General Partner | ||||||
| By: | OrbiMed Advisors IV Limited, | |||||
| its General Partner | ||||||
| By: | /s/ Carl L. Gordon | |||||
| Name: | Carl L. Gordon | |||||
| Title: | Director | |||||
| OrbiMed Genesis Master Fund, L.P. | ||||||
| By: | OrbiMed Genesis GP LLC, | |||||
| its General Partner | ||||||
| By: | OrbiMed Advisors LLC, | |||||
| its Managing Member | ||||||
| By: | /s/ Carl L. Gordon | |||||
| Name: | Carl L. Gordon | |||||
| Title: | Member | |||||
| OrbiMed Partners Master Fund Limited | ||||||
| By: | OrbiMed Capital LLC, solely in its | |||||
| capacity as Investment Advisor | ||||||
| By: | /s/ Carl L. Gordon | |||||
| Name: | Carl L. Gordon | |||||
| Title: | Member | |||||