UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant ☒

xFiled by a partyParty other than the Registrant ¨☐

Check the appropriate box:

KINETA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

200 Technology Square, 4^th Floor

Cambridge, MA 021397683 SE 27th Street, Suite 481

Mercer Island, Washington 98040

NOTICE OF 20162024 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby givenTo be held on June 21, 2024

To the Stockholders of Kineta, Inc.:

NOTICE IS HEREBY GIVEN that the 20162024 Annual Meeting of Stockholders (the “Annual Meeting”) of Proteostasis Therapeutics,Kineta, Inc., a Delaware corporation (the “Company”), will be held on Thursday, July 14, 2016,June 21, 2024, at 9:4:00 a.m.p.m. Eastern Time, atTime. This year’s Annual Meeting will be held entirely online. You may attend the Company’s offices located at 200 Technology Square, 4th Floor, Cambridge, MA 02139.Annual Meeting by visiting www.virtualshareholdermeeting.com/KA2024, where you will be able to vote electronically and submit questions. On or about April 26, 2024, we will begin mailing the Notice of Internet Availability of Proxy Materials (the “Notice”) which includes a 16-digit control number you will need to attend the Annual Meeting.

The purpose of the meeting is:Annual Meeting is the following:

The proposal for the electionfiscal year ending December 31, 2024;

These items of Directors.business are more fully described in the proxy statement accompanying this notice.

The Board of Directors of the Company has fixed the close of business on May 27, 2016April 25, 2024 as the record date for determining stockholders entitled to notice of and to vote at the meeting andAnnual Meeting or any adjournment or postponement thereof.

We are pleased to take advantage of U.S. Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish their proxy materials over the Internet. We are mailing to many of our stockholders aof record and beneficial owners as of the record date the Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials and our 2015 Annual Report on Form10-K. 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”). The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 20152023 Annual Report on Form10-K. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials and the 20152023 Annual Report on Form 10-K by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

To be admitted to the Annual Meeting and vote your shares, you must provide the 16-digit control number as described in the Notice, proxy card, or voting instruction form at www.proxyvote.com. Please see the “General Information About These Proxy Materials And Voting” section of the proxy statement that accompanies this notice for more details regarding the logistics of the Annual Meeting, including the ability of stockholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform.

Your vote is important. Whether or not you are able to attend the meeting in person,Annual Meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting,Annual Meeting. You may vote by submitting your proxy via the Internet, atby telephone, or by mail (if you received paper copies of the address listedproxy materials) by following the instructions on the proxy card or voting instruction card. Voting over the Internet or by signing, dating and returningtelephone, written proxy or voting instruction card will ensure your representation at the proxy card.Annual Meeting regardless of whether you attend.

By Order of ourthe Board of Directors,

Meenu Chhabra

President and Chief Executive Officer

Cambridge, Massachusetts

June 3, 2016

TABLE OF CONTENTS

TABLE OF CONTENTS

PROTEOSTASIS THERAPEUTICS,KINETA, INC.

7683 SE 27th Street, Suite 481

Mercer Island, Washington 98040

PROXY STATEMENT

FOR THE 20162024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 14, 2016June 21, 2024

AT 9:00 AM

GENERAL INFORMATION

Our Board of Directors (the “Board of Directors”) has made thisThis proxy statement (this “Proxy Statement”) and related materials available to you oncontains information about the Internet, or at your request has delivered printed versions to you by mail, in connection with the solicitation of proxies by the Board of Directors for our 20162024 Annual Meeting of Stockholders (the “Annual Meeting”) of Kineta, Inc., which will be held on Wednesday, June 21, 2024 at 4:00 p.m. Eastern Time. This year’s Annual Meeting will be held entirely online. You may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/KA2024, where you will be able to vote electronically and any adjournment or postponementsubmit questions. The Board of Directors of Kineta, Inc. (the “Board of Directors”) is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “Kineta,” “Company,” “we,” “us,” and “our” refer to Kineta, Inc. The mailing address of our principal executive offices is Kineta, Inc., 7683 SE 27th Street, Suite 481, Mercer Island, Washington 98040.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If you requested printed versionsno instructions are specified, the proxies will be voted in accordance with the recommendation of theseour Board of Directors with respect to each of the matters set forth in the accompanying Notice of Internet Availability of Proxy Materials (the “Notice”). You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect.

We made this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”), available to stockholders on April 26, 2024.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on June 21, 2024:

This proxy statement and our 2023 Annual Report on Form 10-K are

available for viewing, printing and downloading at www.proxyvote.com.

A copy of our 2023 Annual Report on Form 10-K, except for exhibits, will be furnished without charge to any stockholder upon written request to Kineta, Inc., 7683 SE 27th Street, Suite 481, Mercer Island, Washington 98040, Attention: Corporate Secretary.

This proxy statement and the 2023 Annual Report on Form 10-K are also available on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov,or on our website at https://kinetabio.com/investors/sec-filings/.

KINETA, INC.

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON June 21, 2024

AT 4:00 P.M. EST

EXPLANATORY NOTE

On December 16, 2022, Yumanity Therapeutics, Inc. (“Yumanity”) completed its previously announced merger transaction with Kineta Operating, Inc. (formerly Kineta, Inc.) (“Kineta Operating”) in accordance with the terms of the Agreement and Plan of Merger, dated as of June 5, 2022, as amended on December 5, 2022 (the “Merger Agreement”), by and among Yumanity, Kineta Operating and Yacht Merger Sub, Inc., a wholly-owned subsidiary of Yumanity (“Merger Sub”), pursuant to which Merger Sub merged with and into Kineta Operating, with Kineta Operating surviving such merger as a wholly-owned subsidiary of Yumanity (the “Merger”). The surviving corporation from the Merger subsequently merged with and into Kineta Operating, LLC, with Kineta Operating, LLC being the surviving corporation. On December 16, 2022, in connection with, and prior to the completion of, the Merger, Yumanity effected a 1-for-7 reverse stock split of its common stock. Immediately following the Merger, Yumanity changed its name to “Kineta, Inc.” References to “Yumanity” in this proxy statement refer to the Company prior to the completion of the Merger.

The Merger has been accounted for as a reverse merger and asset acquisition in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, Kineta Operating was deemed to be the accounting acquirer for financial reporting purposes. Following the Merger, the business conducted by Kineta Operating became the Company’s primary business.

Except as otherwise noted, references to “common stock” in this proxy statement refer to common stock, $0.001 par value per share, of the Company.

GENERAL INFORMATION ABOUT THESE PROXY MATERIALS AND VOTING

When is this proxy statement and the accompanying materials by mail, theyscheduled to be sent to stockholders?

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 26, 2024, we will also include abegin mailing the Notice. Our proxy materials, including the Notice of the 2024 Annual Meeting of Stockholders, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form, and the 2023 Annual Meeting.Report on Form 10-K will be mailed or made available to stockholders on the Internet on or about the same date.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”),SEC, for most stockholders, we are providing access to our proxy materials over the Internet. Accordingly, we are sending aInternet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, the Notice of Internet Availability of Proxy Materials (the “Notice”)was mailed to our stockholdersholders of record and beneficial owners as of the record date identified below. The mailing of the Notice to our stockholders is scheduled to begincommon stock starting on or about June 3, 2016.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JULY 14, 2016:

ThisApril 26, 2024. The Notice provides instructions as to how stockholders may access and review our proxy statement,materials, including the accompanying proxy card or voting instruction card and our 2015Notice of the 2024 Annual Report on Form10-K are available at http://www.astproxyportal.com/ast/20577/.

In this Proxy Statement, the terms “Proteostasis,” “we,” “us,” and “our” refer to Proteostasis Therapeutics, Inc. The mailing addressMeeting of our principal executive offices is Proteostasis Therapeutics, Inc., 200 Technology Square, 4^th Floor, Cambridge, Massachusetts 02139.

Explanatory Note

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide inStockholders, this proxy statement, the scaled disclosure permitted underproxy card and our 2023 Annual Report on Form 10-K, on the Jumpstart Our Business Startups Actwebsite referred to in the Notice or, alternatively, how to request that a copy of 2012 (the “JOBS Act”),the proxy materials, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).proxy card, be sent to them by mail. The Notice also provides voting instructions. In addition, as an emerging growth company, we are not requiredstockholders of record may request to conduct votes seeking approval,receive the proxy materials in printed form by mail or electronically by e-mail on an advisoryongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of the compensation2024 Annual Meeting of Stockholders, this proxy statement and our named executive officers2023 Annual Report on Form 10-K are available on our website, no other information contained on either website is incorporated by reference in or the frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) December 31, 2020; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemedconsidered to be a large accelerated filer underpart of this proxy statement.

Why are you holding a virtual Annual Meeting?

For the rulesconvenience of our stockholders, this year’s Annual Meeting will be a “virtual meeting” of stockholders. We have implemented the SEC.

Stockholders Entitledvirtual format in order to Vote; Record Date

Thefacilitate stockholder attendance at our Annual Meeting. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our Board of Directors set May 27, 2016or management.

How do I attend and participate in the Annual Meeting online?

To attend and participate in the Annual Meeting, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will need to visit www.virtualshareholdermeeting.com/KA2024 and use their control number found on the proxy card or Notice, and beneficial owners of shares held in street name will need to follow the same instructions.

You will need the 16-digit control number included on your proxy card or the Notice, as applicable. Instructions on how to connect to the Annual Meeting and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/KA2024. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting.

The live audio webcast of the Annual Meeting will begin promptly at 4:00 p.m. Eastern Time. We encourage stockholders to login to this website and access the webcast before the Annual Meeting’s start time. Online check-in will begin, and stockholders may begin submitting written questions, at 3:45 p.m. Eastern Time, and you should allow ample time for the check-in procedures.

How can I get help if I have trouble checking in or listening to the meeting online?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

Who is soliciting my vote?

Our Board of Directors is soliciting your vote for the Annual Meeting.

When is the record date. Alldate for the Annual Meeting?

The record holdersdate for determination of stockholders entitled to vote at the Annual Meeting is the close of business on April 25, 2024.

How many votes can be cast by all stockholders?

There were 11,350,460 shares of our common stock, par value $0.001 per share as(the “common stock”), outstanding on April 25, 2024, all of the close of business on that datewhich are entitled to vote. Each share of common stock is entitledvote with respect to one vote.all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder.

Outstanding Shares

As of April 20, 2016, there were 19,139,041 shares of common stock outstanding. None of our shares of undesignated preferred stock were outstanding as of April 20, 2016.

Quorum; Abstentions; BrokerNon-Votes

OurBy-laws provide that a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and broker“non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting.How do I vote?

Under ourBy-laws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Certificate of Incorporation orBy-laws. Any election of directors by our stockholders shall be determined by a plurality of the votes properly cast on the election of directors. Abstentions and broker“non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have the effect of votes in opposition to such proposals. A broker“non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

If your sharesyou are held in “street name” by a brokerage firm, your brokerage firm is requiredstockholder of record, there are several ways for you to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to“non-discretionary” items. Proposal 1 is a“non-discretionary” item. If you do not instruct your broker how to vote with respect to Proposal 1, your broker may not vote for that proposal, and those votes will be counted as broker“non-votes.” Proposal 2 is considered to be a discretionary item, and your brokerage firm will be able to vote on this proposal even if it does not receive instructions from you.

Voting

In Person

All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. If you attend, you will be asked to present valid picture identification such as a driver’s license or passport. If your Proteostasis Therapeutics stock is held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and this proxy statement is being forwarded to you by your broker or nominee. As a result, your name does not appear on our list of stockholders. If your stock is held in street name, in addition to picture identification, you should bring with you a letter or account statement showing that you were the beneficial owner of the stock on the record date, in order to be admitted to the meeting. If you hold your shares through a bank or broker and wish to vote in person at the meeting, you must obtain a valid proxy from the firm that holds your shares.

If you complete and submit your proxy before the Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the Board of Directors on all matters presented in this proxy statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you. If

Even if you complete and submitplan to participate in our Annual Meeting, we recommend that you also vote by proxy so that your proxy beforevote will be counted if you later decide not to participate in the meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions.Annual Meeting. If you submit a proxy without givingvia the Internet, by telephone, or by mail, your voting instructions your shares will be votedauthorize the proxy holders in the same manner recommendedas if you signed, dated, and returned your proxy card. If you submit a proxy via the Internet, by the Board of Directors on all matters presented in this Proxy Statement, and as the persons named as proxies may determine in their discretion with respecttelephone, or by mail, you do not need to any other matters properly presented at the meeting.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the enclosedyour proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

Revocability

If you are a street name stockholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of Proxytelephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you are a street name stockholder, you may not vote your shares on your own behalf at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

How do I revoke my proxy?

You may revoke your proxy by (1) following the instructions on the Notice and entering a new vote by mail that we receive before the start of the Annual Meeting or over the Internet beforeby the cutoff time of 11:59 p.m. Eastern Time on June 20, 2024, (2) attending and voting at the Annual Meeting or (2) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself revoke a proxy)., or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or sent to our principal executive offices at Proteostasis Therapeutics,Kineta, Inc., 200 Technology Square, 4^th Floor, Cambridge, Massachusetts 02139,7683 SE 27th Street, Suite 481, Mercer Island, Washington 98040, Attention: Corporate Secretary.

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

Expenses

How is a quorum reached?

Our Fourth Amended and Restated Bylaws (the “bylaws”) provide that a majority of Solicitationthe shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Proteostasis

Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

How is the vote counted?

Under our bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Fifth Amended and Restated Certificate of Incorporation (the “certificate of incorporation”), or bylaws. Abstentions and broker “non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

For the election of directors, the nominees must receive a plurality of the votes cast and entitled to vote on the proposal, meaning the director nominees receiving the highest number of votes, in person or by proxy, will be elected as directors. Shares voting “withheld” have no effect on the outcome of election of directors.

If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary” items. If you do not instruct your broker how to vote with respect to “non-discretionary” items, your broker may not vote for such proposals, and those votes will be counted as broker “non-votes.”

A summary of the voting provisions for the matters to be voted on at the Annual Meeting, provided a valid quorum is present or represented at the Annual Meeting, is as follows:

Proposal One - Election of Class III Board of Directors

The three Class III director nominees receiving the highest number of votes, in person or by proxy, will be elected. You may vote “FOR” or “WITHHOLD” for each nominee on your proxy card. This proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Withheld votes and broker non-votes will have no effect on the outcome of the election of the directors.

Proposal Two - Approval of the Ratification of Marcum LLP as our Independent Registered Public Accounting Firm

Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against this proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on the proposal. This proposal is considered to be a discretionary item, and your broker will be able to vote on this proposal even if it does not receive instructions from you. Accordingly, we do not anticipate that there will be any broker non-votes on this proposal; however, any broker non-votes will not be counted as “votes cast” and will therefore have no effect on this proposal.

Proposal Three - Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers

Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against this proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on this proposal. This proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Broker non-votes will have no effect on the outcome of this proposal.

Proposal Four - Recommendation, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

The frequency of “one year,” “two years,” or “three years” that receives the highest number of affirmative votes properly cast on this proposal will be deemed the preferred frequency with which we hold a non-binding, advisory vote on the compensation of our named executive officers (“named executive officers” or “NEOs”). You may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on this proposal. This proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Broker non-votes will have no effect on the outcome of this proposal.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing the Notice and theseour proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions,e-mails, or otherwise. We have hired Broadridge Financial Solutions, Inc. to assist us in the distribution of proxy materials and the solicitation of votes described above. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.

Procedure

How may stockholders submit matters for Submitting Stockholder Proposalsconsideration at an annual meeting?

Any

Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the requirements of our bylaws and the rules established by the SEC.

Under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if you want us to include a proposal in the proxy materials for our 2025 annual meeting of stockholders, we must receive the proposal at our principal executive offices at 7683 SE 27th Street, Suite 481, Mercer Island, Washington 98040Attention: Corporate Secretary by December 27, 2024.

Under our bylaws, a stockholder who wishes to present a proposal, intendedincluding director nominations, before an annual meeting of stockholders but does not intend for the proposal to be included in theour proxy statement for the next annual meetingmust provide notice of our stockholders must also satisfy the SEC regulations under Rule14a-8 of the Exchange Act,its proposal not earlier than February 21, 2025, and be received not later than December 31, 2016. IfMarch 23, 2025. However, in the event that the date of the annual meeting is movedadvanced by more than 30 days, or delayed by more than 60 days, from the date contemplated at the timefirst anniversary of the previouspreceding year’s proxy statement, thenannual meeting, or if no annual meeting were held in the preceding year, a stockholder’s notice must be so received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.

Any stockholder proposals intended to be presented at the next annual meeting of our stockholders other than those to be included in our proxy materials following the procedures described in Rule 14a-8 must satisfy the requirements set forth in the advance notice provision under ourBy-laws. To be timely for our next annual meeting of stockholders, any such proposal must be delivered in writing to our Secretary at our principal executive offices no earlier than the close of business on March 16, 2017 (120 daysthe 120th day prior to the first anniversary of our 2016 Annual Meeting) and no later than the close of business on April 15, 2017 (90 days prior to the first anniversary of our 2016 Annual Meeting). If the date of the nextsuch annual meeting of the stockholders is scheduled to take place before June 14, 2017 (30 days prior to the first anniversary of our 2016 Annual Meeting) or after September 12, 2017 (60 days after to the first anniversary of our 2016 Annual Meeting), notice by the stockholder must be delivered noand not later than the close of business on the later of (1)(A) the 90th day prior to such annual meeting or (2)(B) the 10th day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs.

In addition to satisfying the requirements under our bylaws, stockholders who intend to solicit proxies in support of director nominees other than Kineta’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act (including a statement that the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of Kineta’s shares entitled to vote on the election of directors in support

of director nominees other than Kineta’s nominees) to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to Kineta at our principal executive offices no later than 60 calendar days prior to the anniversary date of the annual meeting (for the 2025 annual meeting, no later than April 22, 2025). However, if the date of the 2025 annual meeting changes by more than 30 calendar days from the anniversary date, then notice must be provided by the later of (A) 60 calendar days prior to the date of the 2025 annual meeting and (B) the 10th calendar day following the day on which public announcement of the date of suchthe 2025 annual meeting is first made.

Any proposal that you submit must comply with our bylaws and the SEC rules.

How can I know the voting results?

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

OVERVIEW OF PROPOSALS

This Proxy Statementproxy statement contains twofour proposals requiring stockholder action.

Each of the proposals is discussed in more detail in the pages that follow.

PROPOSAL 1

ELECTION OF CLASS III BOARD OF DIRECTORS

The

Our Board of Directors is divided into three classes. One class is elected each year at the annual meeting of stockholders for a term of three years. Vacancies on the Board of Directors are filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, and not by stockholders. A director elected by the Board of Directors to fill a vacancy in a class shall hold office for the remainder of the full term of that class, and until the director’s successor is duly elected and qualified or until his or her earlier resignation, death, or removal.

The Board of Directors presently has seven members. There are three Class III directors whose terms of the Class I directors are scheduled tooffice expire on the date of the upcoming Annual Meeting.Meeting: Kimberlee C. Drapkin, Scott Dylla, Ph.D., and Marion R. Foote. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”), the Board of Directors’ nominees for election by the stockholders are the current Class I members: M. James Barrett,Kimberlee C. Drapkin, Scott Dylla, Ph.D., and Franklin M. Berger, CFA.Marion R. Foote. If elected, each nominee will serve as a director until theour 2027 annual meeting of stockholders in 2019 and until hissuch director’s successor is duly elected and qualified, or, if sooner, until hissuch director’s earlier death, resignation or removal.

The names of and certain information about the directors in each of the three classes are set forth below. There are no family relationships among any of our directors, director nominees or executive officers.

It is intended that the proxy in the form presented will be voted, unless otherwise indicated, for the election of the Class IIII director nominees to the Board of Directors. If any of the nomineesa nominee should for any reason be unable or unwilling to serve at any time prior to the Annual Meeting, the proxies will be voted for the election of such substitute nominee as the Board of Directors may designate. Each nominee has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

Director Nominees for Class Iand Continuing Directors

The names of the nominees for Class I directors and certain information about each as of April 20, 2016 are set forth below.

Directors Not Standing for Election orRe-Election

The namesfollowing is a brief biography of each nominee for director and certain information aseach director whose term of April 20, 2016 aboutoffice will continue after the members of the Board of Directors who are not standing for election orre-election at this year’s Annual Meeting, are set forth below.

Set forth below are the biographies of each director, as well asand a discussion of the particularspecific experience, qualifications, attributes andor skills of each nominee that led our Board of Directors to conclude that each person nominated to serve or currently serving on our Board of Directors should serve as a director. In addition to the information presented below, we believe that each director meets the minimum qualifications established by the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of ourthe date of this proxy statement.

Nominees for Election as a Class III Board of Directors.Director for a Three-Year Term Expiring at the 2027 Annual Meeting

M. James Barrett, Ph.D. Dr. Barrett

(1) The year set forth reflects when the director joined Kineta Operating.

Kimberlee C. Drapkin.Ms. Drapkinhas served onas a member of our Board of Directors since May 2015. Dr. BarrettJuly 2023. Ms. Drapkin also served as the president and chief executive officer of Lenz Therapeutics, Inc. (formerly known as Graphite Bio, Inc.) (Nasdaq: LENZ) from August 2023 through March 2024. She serves as a member of Lenz’s board of directors since July 2023. Ms. Drapkin has beenover 25 years of experience working with private and publicly traded biotechnology and pharmaceutical companies, including building and leading finance functions, raising capital, and leading strategic financial planning. Moreover, Ms. Drapkin was the CFO at Jounce Therapeutics, Inc., a manager of an affiliate of New Enterprise Associates 12, Limited Partnership, or NEA,position she held since the company’s inception, playing a venture capital fund, since 2001. He also serves onkey role in building Jounce’s financial infrastructure. Prior to joining Jounce, Ms. Drapkin owned a financial consulting firm where she served as the boards of Clovis Oncology, Inc. (NASDAQ: CLVS), Galera Therapeutics, GlycoMimetics, Inc. (NASDAQ: GLYC), PhaseBio Pharmaceuticals Inc., Psyadon Pharmaceuticals, Inc., Roka Bioscience, Inc., Senseonics Inc., and Supernusinterim CFO for numerous early-stage biotechnology companies. Previously, she was the CFO at EPIX Pharmaceuticals, Inc. (NASDAQ: SUPN). He formerly served onand also spent ten years in roles of increasing responsibility within the boards of CoGenesysfinance organization at Millennium Pharmaceuticals, Inc. (acquired by Teva Pharmaceutical Industries (NASDAQ: TEVA)), Iomai Corporation (acquired by Intercell AG (OTCBB: INRLF, INRLY)), MedImmune, Inc. (acquired by AstraZeneca plc (NYSE: AZN)), Pharmion Corp. (acquired by Celgene Corp. (NASDAQ: CELG)), Inhibitex, Inc. (NASDAQ: INHX, acquired by Bristol-Myers Squibb Company (NYSE: BMY)),Her career began in the technology and Peptimmune, Inc. Prior to NEA, Dr. Barrettlife sciences practice at PriceWaterhouseCoopers LLP. Ms. Drapkin served as Founder, Chairman and Chief Executive Officera member of Sensors for Medicine and Science,Yumanity Therapeutics, Inc. (n/k/a Senseonics) and also led three NEA-funded companies, serving as Chairman and Chief Executive Officer’s board of Genetic Therapy, Inc., President and Chief Executive Officerdirectors since the completion of Life Technologies, Inc. (acquired by Thermo Fisher Scientific, Inc. (NYSE:TMO)), which was formed through the merger of GIBCO Corporation Proteostasis Therapeutics, Inc.

and Bethesda Research Labs,Yumanity, Inc., where Dr. Barrett was President and Chief Executive Officer. Previously, he worked in various divisions of SmithKline and French (now GlaxoSmithKline Plc (NYSE: GSK)). Dr. Barrett received his Ph.D. in Biochemistry at the University of Tennessee, his M.B.A. from the University of Santa Clara, and a B.S. in Chemistry from Boston College. We believe that Dr. Barrett’s extensive venture capital industry experience and technical background, along with his servicepreviously served on the board of directors of Proteostasis. She currently serves on the board of directors of Acumen Pharmaceuticals, Inc. (Nasdaq: ABOS) and Imugene Limited (ASX: IMU), where she chairs the audit committee at both companies. Ms. Drapkin holds a numberB.S. in accounting from Babson College.

Scott Dylla, Ph.D. Dr. Dyllahas served as a member of our Board of Directors since July 2023. He is currently an entrepreneur, investor and advisor of early-stage biotech companies. Dr. Dylla currently serves as the chairman of the board of Chimera Bioengineering and as a board member of 3D Bio Holdings LLC and Aspera Biomedicines, Inc. Previously, Dr. Dylla served as a Vice President of Research and Development at AbbVie Inc. (NYSE: ABBV), functioning also as the Chief Scientific Officer of the Stemcentrx division in South San Francisco, CA until July 2018. He co‐founded Stemcentrx in 2008, growing the company to 160 employees with numerous clinical assets launched by 2016 when the company was acquired by AbbVie for $6.2 billion. Prior to founding Stemcentrx in 2008, Dr. Dylla was one of the first scientists at OncoMed Pharmaceuticals, Inc., where he spearheaded the identification and characterization of solid tumor cancer stem cells (CSC), and led seminal work to identify colorectal CSC and demonstrate their resistance to chemotherapy. Dr. Dylla received his B.S. in Biochemistry & Molecular Biology from the University of Minnesota, Duluth, a Master’s Degree in Molecular Pathobiology from the University of Alabama, Birmingham, and his doctorate in Immunology & Cancer Biology from the University of Minnesota. Dr. Dylla trained as a postdoctoral scholar at Stanford University with stem cell pioneer, Dr. Irving Weissman, and in 2005 was recognized by the British Council as one of eight outstanding young US‐based researchers in the field of stem cell biology.

Marion R. Foote, M.B.A. Ms. Foote has served as a member of our Board of Directors since the completion of the Merger and previously served as a member of the board of directors of Kineta Operating from July 2017 until the completion of the Merger. Ms. Foote served on the board of directors of Avalara, Inc., a leading provider of sales, use and value-added tax calculation and filing services, from May 2011 until October 2022, and she served as chair of the audit committee of Avalara, Inc. from 2017 to 2022. In addition, she currently serves as a director of multiple private companies in the financial services, life sciences and technology sectors. Ms. Foote has also served as an independent business advisor since January 2012. From January 2005 to December 2011, Ms. Foote served as a partner at Novantas, LLC, a management consulting firm focused on the financial industry (“Novantas’”), following the merger of her firm, Randolph Partners, with Novantas. Prior to establishing Randolph Partners in 1998, Ms. Foote served as Group Executive Vice President and Chief Marketing Officer for Bank of America’s Retail Bank. Ms. Foote previously served as a member of the board of directors of DLJdirect, a brokerage services company (now part of E*Trade Financial Corporation), from January 2000 to November 2001 and Cascade Financial Corporation/Cascade Bank (now part of Pacific Premier Bank), a commercial banking company, from April 2010 to June 2011. Ms. Foote holds a B.A. in Economics and Math from Smith College and an M.B.A. from Harvard Business School. We believe that Ms. Foote’s significant experience as a director on public company boards, her marketing and private biopharmaceuticalfinancial expertise, her work in customer analytics and her extensive experience in financial services provide her with the qualifications to serve as a member of our Board of Directors.

Continuing Directors

Shawn P. Iadonato, Ph.D. Dr. Iadonato has served as the Chair of our Board of Directors since the completion of the Merger. Dr. Iadonato previously served as our Chief Executive Officer since the completion of the Merger until March 2024. Dr. Iadonato co-founded Kineta Operating, where he served as its Chief Executive Officer from January 2016 until the completion of the Merger and as its Chief Scientific Officer from 2008 to December 2015. Dr. Iadonato served on the board of directors of Kineta Operating from 2007 until the completion of the Merger. Dr. Iadonato has served as the managing partner of two of Kineta’s subsidiaries, Kineta Chronic Pain LLC and Kineta Viral Hemorrhagic Fever LLC, since 2016. He served as a member of the board of directors of CBI Co. Ltd., a Korea-based company engaged in the manufacture and sale of automotive parts (“CBI Co.”), from June 2021 to June 2022. Prior to co-founding Kineta, Dr. Iadonato co-founded and served as the Chief Scientific Officer of Illumigen Biosciences, Inc., a genomics-driven drug development company acquired by Cubist Pharmaceuticals Inc., from 2000 to 2007. Previously, Dr. Iadonato managed the Human Genome Center at the University of Washington. He is co-inventor on 49 issued U.S. and foreign patents. In addition, he is Principal Investigator or Co-Investigator on numerous government grants and contracts. Dr. Iadonato holds a B.A. in Biology from the University of Pennsylvania and a Ph.D. in Genetics from the University of Washington. We believe that Dr. Iadonato’s extensive executive, managerial

and strategic business experience with life sciences companies makeprovide him qualifiedwith the qualifications to serve as a member of our Board of Directors.

Franklin M. Berger, CFA.

David Arkowitz. Mr. Berger joinedArkowitzhas served as a member of our Board of Directors in February 2016. Mr. Berger is a consultant to biotechnology industry participants, including major biopharmaceutical firms, mid-capitalization biotechnology companies, specialist asset managers and venture capital companies, providing business development, strategic advisory, financing, partnering and royalty acquisition advice. Mr. Berger is also a biotechnology industry analyst with over 25 years of experience in capital markets and financial analysis. Mr. Berger worked at Sectoral Asset Management as a co-foundersince the completion of the small-cap focused NEMO Fund from January 2007 through May 2008. From May 1998 to March 2003, heMerger. He served at J.P. Morgan Securities, most recently as Managing Director, Equity Research and Senior Biotechnology Analyst. Previously, Mr. Berger served in similar capacities at Salomon Smith Barney and Josephthal & Co. Mr. Berger also serves on the boardsboard of directors of BELLUS Health, Inc. (OTCPK: BLUSF), ESSA Pharma, Inc. (NASDAQ: EPIX), Immune Design Corp. (NASDAQ: IMDZ)Yumanity from December 2020 to December 2022, and Five Primehe served as a member of its Audit Committee and Nominating and Corporate Governance Committee from December 2020 to December 2022. He previously served on the board of directors of Proteostasis Therapeutics, Inc. (NASDAQ: FPRX)(“Proteostasis”) from March 2019 to December 2020. Mr. Arkowitz served as Chief Financial Officer and Head of Business Development of Seres Therapeutics, Inc. (Nasdaq: MCRB) (“Seres”) from June 2021 until his retirement in March 2024. For the six-month period following his retirement, Mr. Arkowitz provides consulting and advisory services to Seres. From May 2018 to May 2021, Mr. Arkowitz served as the Chief Financial Officer of Flexion Therapeutics, Inc. From September 2013 to May 2018, Mr. Arkowitz served as Chief Operating Officer and Chief Financial Officer at Visterra, Inc. (acquired by Otsuka Pharmaceutical Co.), eachwhere he led the finance, business development, corporate planning and other functions. Mr. Arkowitz was Chief Financial Officer and General Manager at Mascoma Corporation (acquired by Lallemand Inc.) from June 2011 to September 2013. Previously, Mr. Arkowitz served as Chief Financial Officer and Chief Business Officer at AMAG Pharmaceuticals, Inc., and Chief Financial Officer of which isIdenix Pharmaceuticals, Inc. (acquired by Merck & Co., Inc.). Prior to Idenix, Mr. Arkowitz spent more than 13 years at Merck & Co., Inc. where he held roles of increasing responsibility, including Vice President and Controller of the U.S. Human Health division and Controller of the Global Research and Development division, and Chief Financial Officer of the Canadian subsidiary. Mr. Arkowitz served on the board of directors of F-Star Therapeutics, Inc., where he also served as the chair of the audit committee and a public biotechnology company.member of the compensation committee. Mr. BergerArkowitz earned a B.A. in Mathematics from Brandeis University and an M.B.A. in Finance from Columbia University Business School. We believe that Mr. Arkowitz’s extensive financial and operational life sciences experience provide him with the qualifications to serve as a member of our Board of Directors.

Raymond Bartoszek, M.B.A. Mr. Bartoszek has served as a member of our Board of Directors since the completion of the Merger and previously served as a member of the board of directors of Seattle Genetics, Inc.Kineta Operating from 2016 until the completion of the Merger. Mr. Bartoszek founded RLB Holdings, LLC (“RLB Holdings”), an investment firm, in January 2011 and serves as the firm’s managing general partner. He previously served as the managing director of Glencore Limited, a public biotechnologyglobal natural resource company, Aurinia Pharmaceuticals, Inc., a public biopharmaceutical company, and Emisphere Technologies, Inc., BioTime, Inc. and VaxGen, Inc., each of which were public biopharmaceutical companies duringfrom 1997 to 2010. Mr. Berger’s serviceBartoszek currently serves as a director.director of multiple private companies in the industrial and consumer discretionary sectors. Mr. Berger receivedBartoszek holds a B.A.B.S. in International RelationsMarine Engineering and an M.A. in International Economics bothMarine Transportation from Johns Hopkins Universitythe U.S. Merchant Marine Academy and an M.B.A. from the Harvard Business School. He is also a Chartered Financial Analyst.Rensselaer Polytechnic Institute. We believe that Mr. Berger’sBartoszek’s extensive financial backgroundexpertise and broad-based leadership experience across multiple industries provide him with the qualifications to serve as an equity analyst ina member of our Board of Directors.

Richard Peters, M.D., Ph.D. Dr. Petershas served as a member of our Board of Directors since the biotechnology industry combined with his experience serving oncompletion of the boardsMerger. Dr. Peters served as the President, Chief Executive Officer and a member of the board of directors of multiple publicYumanity from December 2020 until the closing of the Merger. Dr. Peters has served as the President, Chief Executive Officer and a member of the board of directors of Yumanity, Inc. since September 2019. Dr. Peters previously served as the President and Chief Executive Officer and a member of the board of directors of Merrimack Pharmaceuticals, a biopharmaceutical company, from February 2017 to June 2019. Previously, Dr. Peters served in various capacities at Sanofi Genzyme, a global pharmaceutical company since 2008, including as Senior Vice President, Head of Global Rare Diseases Business Unit since January 2015, Vice President, Strategy Development Officer, U.S. Rare Disease Unit from May 2014 to December 2014, Vice President, Division Medical Officer, Global Oncology Division from 2011 to May 2014, and Vice President, Head of Global and U.S. Medical Affairs, Hematology and Transplant from 2008 to 2011. Prior to Sanofi Genzyme, Dr. Peters held medical affairs roles at Onyx Pharmaceuticals, Inc. and Amgen Inc., both pharmaceutical companies, are important to our strategic planning and financing activitieswas a co-founder and makeChief Executive Officer of Mednav, Inc., a private healthcare information technology company. Dr. Peters has served on the board of directors of Aprea Therapeutics, Inc. (Nasdaq: APRE), a biopharmaceutical company since June 2020 and as chair of the compensation committee since September 2020 and as chairman of the board of directors since August 2023. At Pharming Group N.V., a global biopharmaceutical company, Dr. Peters has served as the chairman of the board of directors since September 2023. Dr. Peters has been an active founder, angel investor, and board member of several biotechnology start-ups. Dr. Peters has also served on the faculty at Harvard Medical School/Massachusetts General Hospital. Dr. Peters holds an M.D. and a Ph.D. in pharmacology from the Medical University of South Carolina and a B.S. from the College of

Charleston. We believe that Dr. Peters’ extensive industry knowledge and experience in research and development provide him qualifiedwith the qualifications to serve as a member of our Board of Directors.

Meenu Chhabra. Ms. Chhabra has been serving as our President and Chief Executive Officer and a member of our Board of

Continuing Directors since May 2014. From August 2007 to May 2014, Ms. Chhabra was President and Chief Executive Officer at Allozyne, Inc., a biopharmaceutical company. From December 2006 to August 2007, she served as Vice President of Business Development and Licensing at

(1) The year set forth reflects when the Novartis Pharmaceuticals division of

Novartis AG (NYSE: NVS). From July 2003 to November 2006, she served as Chief Business Officer at BioXell SpA, a spin-off from F. Hoffmann-LaRoche Ltd.’s Milan Research Institute (Italy), where she led corporate development and financing activities. Ms. Chhabra has also held management positions with Fresenius Kabi AG, Warner-Lambert Company, LLC, and Bristol-Myers Squibb Company (NYSE: BMY). She obtained her M.B.A. from York University and her B.Sc. from(2) The year set forth reflects when the University of Toronto. We believe that Ms. Chhabra’s operational experience with our Company gained from serving as our President, Chief Executive Officer and member of the Board of Directors, combined with her extensive experience in the biopharmaceutical industry qualify her to serve as a member of our Board of Directors.director joined Yumanity.

Christopher K. Mirabelli, Ph.D. Dr. Mirabelli has served as the chairman of our Board of Directors since November 2007 and also served as our Chief Executive Officer from March 2014 to May 2014. Dr. Mirabelli is currently the President, Chief Executive Officer and Chairman or the Board of Directors of Leap Therapeutics, Inc., a privately held biotechnology company. Dr. Mirabelli has been a managing director of HealthCare Ventures, LLC since 2000. From December 1999 to May 2000, Dr. Mirabelli served as president of pharmaceutical research and development and member of the board of directors of Millennium Pharmaceuticals, Inc., following its merger with LeukoSite Inc., where Dr. Mirabelli had been serving as president, chief executive officer and chairman of the board of directors since 1993. He was a co-founder of Ionis Pharmaceuticals, Inc. (NASDAQ: IONS), where he held several positions including senior vice president of research, from 1989 until 1993. Dr. Mirabelli started his career at SmithKline and French Laboratories (now part of GlaxoSmithKline Plc) R&D Division. He is a member of the board of advisors of the Blavatnik Biomedical Accelerator Fund at Harvard Medical School and the Boston Biomedical Innovation Center. He serves on the board of directors for Galleon Pharmaceuticals, Inc. and Theraclone Sciences, Inc. Dr. Mirabelli is a member of the Board of Trustees of Guilford College. He received his Ph.D. in molecular pharmacology from Baylor College of Medicine and a B.S. degree in biology from State University of New York at Fredonia. We believe that Dr. Mirabelli’s historical experience with our Company from serving as our Chief Executive Officer and Chairman, leadership in a number of biopharmaceutical companies, combined with his venture capital industry experience and technical background, make him qualified to serve as a member of our Board of Directors and its chair.

Helen M. Boudreau. Ms. Boudreau joined our Board of Directors in February 2016. Ms. Boudreau has served as the Chief Financial Officer of FORMA Therapeutics, Inc. since October 2014. From September 2008 to September 2014, Ms. Boudreau worked at Novartis, including serving as the Chief Financial Officer of Novartis Corporation, the U.S. corporate arm of Novartis AG (NYSE: NVS), from November 2012 to September 2014, Vice President of Investor Relations from January 2012 to December 2012, and Vice President and Chief Financial Officer for Novartis Oncology, a global business unit, from September 2008 to January 2012. Before joining Novartis, Ms. Boudreau worked at Pfizer, Inc. (NYSE: PFE), where she served in multiple leadership positions, including Vice President of Finance, Customer Business Unit and Commercial Operations, VicePresident of Finance, Research and Development, and the Senior Director of Financial Planning and Analysis. Prior to Pfizer, Ms. Boudreau held strategic and operational roles at Yum Brands/PepsiCo., McKinsey & Company, and Bank of America. Ms. Boudreau received a B.A. in Economics from the University of Maryland and an M.B.A. from the Darden School at the University of Virginia. We believe that Ms. Boudreau’s financialbackground, combined with her extensive experience and leadership in the biotechnology industry, make her qualified to serve as a member of our Board of Directors.

Jeffery W. Kelly, Ph.D. Dr. Kelly, a co-founder of our company, has served on our Board of Directors since December 2006 when our company was founded. Since September 2008, he has been serving as the Chairman of Molecular and Experimental Medicine and the Lita Annenberg Hazen Professor of Chemistry within the Skaggs Institute of Chemical Biology at The Scripps Research Institute in La Jolla, California. From August 2000 to December 2008, he served as Dean of Graduate Studies at The Scripps Research Institute, and from July 2000 to December 2006, he also served as Vice President of Academic Affairs. Dr. Kelly also co-founded FoldRx Pharmaceuticals, Inc. and Misfolding Diagnostics Inc. He received his Ph.D. in organic chemistry from the University of North Carolina at Chapel Hill. We believe that Dr. Kelly’s long history with our company and scientific and technical expertise make him qualified to serve as a member of our Board of Directors.

Christopher T. Walsh, Ph.D. Dr. Walsh, a co-founder of our company, has served on our Board of Directors since December 2006, when our company was founded. Since July 2014, he has been a consulting professor of chemistry at Stanford University. From 1987 to July 2014, he was a professor of biological chemistry and molecular pharmacology at Harvard Medical School. He has been on a number of advisory boards, including the Whitehead Institute, The Scripps Research Institute, California Institute for Biomedical Research and the science review board of the Howard Hughes Medical Institute. Dr. Walsh holds a Ph.D. in life science from Rockefeller University and an A.B. degree in biology from Harvard University. We believe that Dr. Walsh’s long history with our company and scientific and technical expertise make him qualified to serve as a member of our Board of Directors.

Conor M. Walshe. Mr. Walshe has served on our Board of Directors since December 2014. Since January 2011, Mr. Walshe has held several positions at Perrigo Company plc, or Perrigo, including Vice President of Commercial Operations and Head of International Corporate Development. Prior to joining Perrigo, he held positions of Senior Director of Commercial Operations and Senior Director of Finance at Elan Pharmaceuticals, Inc., Head of Alltracel Healthcare Services Limited at Alltracel Pharmaceuticals plc and Director of Finance at ICON plc (NASDAQ: ICLR) and was an auditor at KPMG, Inc. He is also on the board of NewBridge Pharmaceuticals FZ LLC and a fellow of the Institute of Chartered Accountants. Mr. Walshe holds a Bachelor in Commerce and a Master’s in Business Studies from University College in Dublin, Ireland. Mr. Walshe’s financial expertise and experience in the pharmaceutical industry make him qualified to serve as a member of our Board of Directors.

Vote Required and Board of Directors’ Recommendation

Directors will be elected by a plurality of the votes cast by the stockholders entitled to vote on this proposal at the Annual Meeting. Accordingly, if a quorum is present, the three nominees receiving the highest number of affirmative votes will be elected as Class III directors. Brokernon-votes and proxies marked to withhold authority with respect to one or morethe Class IIII directors will not be treated as votes cast for this purpose, and therefore, will not affect the outcome of the election.

The proposal

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of directors relates solely to the electionnominees named herein. Proxies cannot be voted for a greater number of Class I directors nominated bypersons than the Board of Directors.three nominees named in this proxy statement.

The Board of Directors recommends that stockholders vote FOR

“FOR” the election of

each of thenamed Class IIII director nomineesnominee listed above.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORSREGISTERED

OnPUBLIC ACCOUNTING FIRM

Stockholders are being asked to ratify the recommendation ofappointment by the Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers(the “Audit Committee”) of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Marcum LLP has served as Kineta’s independent registered public accounting firm since 2022 and had audited Kineta Operating’s financial statements since 2020.

The Audit Committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2016. The Board of Directors recommends that stockholders vote for ratification of this appointment. If this proposal2024. Stockholder approval is not approved at the Annual Meeting,required to appoint Marcum LLP as our independent registered public accounting firm. However, the Board of Directors believes that submitting the appointment of Marcum LLP to the stockholders for ratification is good corporate governance practice. If the stockholders do not ratify this appointment, the Audit Committee will reconsider its appointment. Even ifwhether to retain Marcum LLP. If the appointmentselection of Marcum LLP is ratified, the Audit Committee, may, inat its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determinesit decides that such a change would be in our stockholders’the best interests.interest of the Company and its stockholders.

PricewaterhouseCoopers

A representative of Marcum LLP has audited our financial statements for the fiscal years ended December 31, 2014 and 2015. We expect representatives of PricewaterhouseCoopers LLPis expected to be present at the Annual Meeting and available to respond to appropriate questions. They will have thean opportunity to make a statement if they desirehe or she desires to do so.so and to respond to appropriate questions from our stockholders.

Independent Registered Public Accounting Firm Fees and Services

On December 16, 2022, the Audit Committee approved the appointment of Marcum LLP as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2022. Accordingly, PricewaterhouseCoopers LLP, Feesthe Company’s independent registered public accounting firm prior to the Merger, was informed on December 16, 2022 that it was dismissed as the Company’s independent registered public accounting firm.

The following table sets forth the aggregate professional fees billed for professional audit services and other services rendered to us by Marcum LLP and PricewaterhouseCoopers LLP an independent registered public accounting firm, for the fiscal years ended December 31, 20152023 and 2014.2022.

Tax Fees. We did not incur any tax

All fees for 2015 and 2014.described above were pre-approved by the Audit Committee.

All Other Fees. We did not incur any other fees for 2015 and 2014.

Pre-Approval of Audit andNon-Audit Services Services

In connection with our initial public offering, our

Our Board of Directors and Audit Committee have adopted a policy that allthe Audit Committee Pre-Approval Policy pursuant to which the Audit Committee reviews and approves audit, audit-related, tax and other services to be providedperformed by our

independent registered public accounting firm includingto ensure that that the provision of such services does not impair the auditor’s independence. The Audit Committee Pre-Approval Policy provides for specific pre-approval unless a type of service has received general pre-approval by the Audit Committee. The terms and fees for the Company’s annual audit services and permittedengagement are subject to specific pre-approval by the Audit Committee.

audit-relatedVote Required and

non-audit services, mustTo be approved, in advance by our Audit Committee.

Vote Required and Board of Directors’ Recommendation

The approval of Proposal 2 requires thatmust receive “FOR” votes from the holders of a majority of the votes properly cast vote FORfor this proposal. Shares that are voted “abstain” will not affecthave no effect on the outcome of this proposal.

The Board of Directors recommends that stockholders vote “FOR” ratification of the appointment of

Marcum LLP as our independent registered public accounting firm.

PROPOSAL 3

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), added Section 14A to the Exchange Act, which requires that we provide our stockholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement, commonly known as a “Say-on-Pay” vote (the “Say-on-Pay vote”). Stockholders may also abstain from voting. This Say-on-Pay vote is not intended to address any specific element of the compensation of our named executive officers, but rather the overall executive compensation of our named executive officers and our overall executive compensation program, philosophy, and practices as described in this proxy statement.

This Say-on-Pay vote is advisory; therefore, it is not binding on the Company, our Board of Directors or our Compensation Committee of the Board of Directors (the “Compensation Committee”). However, we plan to consider the results of this year’s vote in reviewing and determining the compensation of our named executive officers in the future because we value the opinions of our stockholders.

As described in this proxy statement, we believe the compensation of our named executive officers and our executive compensation program, philosophy, and practices are appropriate, and enable us to attract, motivate, and retain top-performing executive officers, including our named executive officers, while aligning the long-term interests of our executive officers with the long-term interests of our stockholders. Accordingly, we ask our stockholders to approve, on a non-binding, advisory basis, the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed in this proxy statement under the “Executive Compensation” section, the compensation tables and narrative discussion is hereby APPROVED.

Vote Required

To be approved, this advisory non-binding Proposal 3 must receive “FOR” votes from the holders of a majority of the votes properly cast for this proposal. Shares that are voted “abstain” and broker non-votes will have no effect on the outcome of this proposal.

The Board of Directors recommends that stockholders vote, FOR ratificationon an advisory basis, “FOR” the compensation of our named executive officers.

PROPOSAL 4

ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER ADVISORY VOTES ON THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Act and Section 14A of the appointmentExchange Act also provide that stockholders must be given the opportunity to vote, on an advisory basis, for their preference as to how frequently we should hold future Say-on-Pay votes. We are asking our stockholders whether our future Say-on-Pay votes should occur every one, two, or three years. Stockholders may also abstain from voting on this Proposal 4.

The vote on this proposal is advisory; therefore, it is not binding on the Company, our Board of Directors or our Compensation Committee. We may determine in the future that it is in the best interests of the Company and our stockholders to hold Say-on-Pay votes more or less frequently than the frequency indicated by stockholders in voting on this proposal or as currently recommended by our Board Directors. However, we plan to consider the results of the vote on this proposal in determining the frequency of our Say-on-Pay votes because we value the opinions of our stockholders.

PricewaterhouseCoopers LLP

Currently, we believe that it is in the best interests of the Company and our stockholders to hold a Say-on-Pay vote every year, and this is the frequency recommended by our Board of Directors. We believe this frequency will enable our stockholders to vote, on a non-binding, advisory basis, on our most recent executive compensation practices and decisions as presented in our independent registered public accounting firm.annual proxy statements, which will lead to greater transparency and more meaningful and timely communication between the Company and our stockholders regarding the compensation of our named executive officers. Accordingly, we ask our stockholders to indicate their preferred voting frequency by voting for every “one year,” “two years,” or “three years” (or abstaining from voting) in response to the following resolution at the Annual Meeting:

TRANSACTION OF OTHER BUSINESS

RESOLVED, that the alternative of every one year, two years, or three years that receives the highest number of votes cast by stockholders in person or by proxy at this meeting will be deemed the preferred frequency with which the Company is to hold an advisory vote on the compensation of the Company’s named executive officers.

Vote Required

Stockholders will not be voting to approve or disapprove of the recommendation of our Board of Directors. The proxy card provides stockholders with the opportunity to choose among four options with respect to this proposal (holding the vote every one, two, or three years, or abstaining). The option that receives the highest number of votes from the votes properly cast for this proposal will be deemed to be the frequency preferred by our stockholders. Shares that are voted “abstain” and broker non-votes will have no effect on the outcome of this proposal.

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy torecommends a vote, on such matters in accordance with their best judgment.a non-binding, advisory basis, for “One Year” as the preferred frequency for the advisory vote on the compensation of our named executed officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock as of April 20, 2016,25, 2024, for:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as noted by a footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

The table lists applicable percentage ownership based on 19,139,04111,350,460 shares of our common stock outstanding as of April 20, 2016.25, 2024. The number of shares beneficially owned includes shares of our common stock that each person has the right to acquire within 60 days of April 20, 2016,25, 2024, including upon the exercise of stock options.options, warrants and the vesting of restricted stock units (“RSUs”). These stock options, warrants and RSUs shall be deemed to be outstanding for the purpose of computing the percentage of outstanding shares of our common stock owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of outstanding shares of our common stock owned by any other person.

This table is based upon information supplied by our officers, directors as of the record date and the principal stockholders and Schedules 13D and 13G filed with the SEC (the dates of such filings are indicated in the footnotes). Except as otherwise noted below, the address for each executive officer and director listed in the table is c/o Kineta, Inc., 7683 SE 27th Street, Suite 481, Mercer Island, Washington 98040.

*	Indicates beneficial ownership of less than one percent.

(1)	Unless otherwise indicated, the address for each beneficial owner is c/o Proteostasis Therapeutics, Inc., 200 Technology Square, 4th Floor, Cambridge, MA 02139.

(2)

Consists of (i) 3,093,072 shares of common stock held by New Enterprise Associates 12, Limited Partnership (“NEA 12”), and (ii) 2,168 shares of common stock held by NEA Ventures 2008, L.P. (“Ven 2008”). M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins, Krishna “Kittu” Kolluri and Scott D. Sandell (collectively, the “Managers”) are the managers of NEA 12 GP, LLC (“NEA 12 LLC”), the sole general partner of NEA Partners 12, Limited Partnership (“NEA Partners 12”), the sole general partner of NEA 12. The Managers, NEA 12 LLC, and NEA Partners 12 share voting and dispositive power with regard to the shares of the securities directly held by NEA 12. The shares directly held by Ven 2008 are indirectly held by Karen P. Welsh, the general partner of Ven 2008. M. James Barrett, a member of our Board of Directors, has neither voting nor dispositive power with respect to the shares held by Ven 2008. In addition to the shares held by NEA 12, Dr. Barrett beneficially owns 3,813 shares of common stock underlying options that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date. Each indirect holder of these shares disclaim his, her or its beneficial ownership in the securities held by NEA 12 and Ven 2008, as applicable, except to the extent of his, her or its pecuniary interest therein, if any. The address for the funds affiliated with New Enterprise Associates Inc. is 1954 Greenspring Drive, Suite 6000, Timonium, MD 21093.

(3)

Consists of (i) 2,908,067 shares of common stock held by Elan Science One Ltd, and (ii) 3,813 shares of common stock underlying options held by Mr. Conor M. Walshe that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date. Mr. Conor M. Walshe, a member of our Board of Directors, is also an employee of a corporation that is affiliated with Elan Science One Ltd. Mr. Walshe disclaims beneficial ownership of the securities held by Elan Science One Ltd., except to the extent of his pecuniary interest arising as a result of his employment by such affiliate of Elan Science One Ltd. The address for Elan Science One Ltd. is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland.

(4)

Consists of (i) 2,149,295 shares of common stock, and (ii) 14,800 shares of common stock underlying a warrant to purchase Series A preferred stock held by Healthcare Ventures VIII, L.P. (“HCVVIII”). James H. Cavanaugh, Christopher K. Mirabelli (a member of our Board of Directors), Harold R. Werner, John W. Littlechild and Augustine Lawlor (collectively, the “Directors”) are the Managing Directors of HealthCare Partners VIII, LLC (“HCPVIII LLC”), which is the General Partner of HealthCare Partners VIII, L.P. (“HCPVIII”), which is the General Partner of HealthCare Ventures VIII, L.P. Each of the Directors, HCPVIII LLC and HCPVIII beneficially own and share voting and dispositive power with respect to all of the securities owned by HCVVIII. Each of the Directors, including Dr. Mirabelli, disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in these securities. Additionally, Dr. Mirabelli beneficially owns 3,813 shares of common stock underlying options that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date. The address for Healthcare Ventures VIII, L.P. is 47 Thorndike Street, Suite B1-1, Cambridge, MA 02141

(5)

Consists of 1,877,812 shares of common stock held by F-Prime Capital Partners Healthcare Fund II LP. F-Prime Capital Partners Healthcare Advisors Fund II LP is the general partner of F-Prime Capital Partners Healthcare Fund II LP. F-Prime Capital Partners Healthcare Advisors Fund II LP is solely managed by Impresa Management LLC, its general partner and investment manager. Each of the entities listed above expressly disclaims beneficial ownership of the securities listed above except to the extent of any pecuniary interest therein. The address for each of the entities listed above is 245 Summer Street, Boston, MA 02210.

(6)

Consists of 1,873,791 shares of common stock held by Novartis Bioventures Ltd. The board of directors of Novartis Bioventures Ltd. has sole voting and investment control and power over such securities. None of the members of its board of directors has individual voting or investment power with respect to such securities and each disclaims beneficial ownership of such securities. Novartis Bioventures Ltd. is an indirectly owned subsidiary of Novartis AG. The address for Novartis Bioventures Ltd is P.O. Box HM 2899, Hamilton HM LX Bermuda.

(7)	Based solely on a Schedule 13G filed by Cormorant Asset Management, LLC (“CAM”), consists of 1,725,460 shares of common stock held by entities affiliated with CAM. Shares reported for CAM represent shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Fund”) and

shares which are beneficially owned by a managed account (the “Account”). Cormorant Global Healthcare GP, LLC (“CGH”) serves as the general partner of the Fund, and CAM serves as the investment manager to both the Fund and the Account. Bihua Chen serves as the managing member of CGH and CAM. Each of the entities and individuals listed above expressly disclaims beneficial ownership of the securities listed above except to the extent of any pecuniary interest therein. The address for CAM is 200 Clarendon Street, 52nd Floor, Boston, MA 02116.

(8)	Consists of (i) 180,033 shares of common stock underlying options that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date, and (ii) 10,218 shares of common stock held by Ms. Chhabra.

(9)	Consists of 9,366 shares of common stock underlying options that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date.

(10)	Consists of 12,817 shares of common stock underlying options that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date.

(11)	Consists of (i) 3,813 shares of common stock underlying options that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date, and (ii) 96,932 shares of our common stock held by Mr. Berger.

(12)	Consists of 3,813 shares of common stock underlying options that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date.

(13)

Consists of (i) 98,412 shares of common stock, and (ii) 17,688 shares of common stock underlying options that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date, each held directly by Jeffery W. Kelly. Dr. Kelly is currently the Chairman of Molecular and Experimental Medicine and the Lita Annenberg Hazen Professor of Chemistry within the Skaggs Institute of Chemical Biology at The Scripps Research Institute, which holds 26,932 shares of common stock. Dr. Kelly disclaims beneficial ownership of the shares held by The Scripps Research Institute except to the extent of his pecuniary interest arising as a result of his employment by The Scripps Research Institute.

(14)	Consists of (i) 3,813 shares of common stock underlying options that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date, and (ii) 6,012 shares of our common stock held by Dr. Walsh.

(15)	Includes 13,875 shares of common stock underlying options that are exercisable as of April 20, 2016 or will become exercisable within 60 days after such date.

* Represents beneficial ownership of less than one percent

EXECUTIVE OFFICERS

The following table identifiessets forth information with respect to our executive officers and sets forth their current position(s) at Proteostasis and their ages as of April 20, 2016.the date of this proxy statement.

You should refer to “Proposal 1: Election of Directors” above for information about

Craig W. Philips, M.B.A. Mr. Philips has served as our President and Chief Executive Officer, Meenu Chhabra. Biographical information for our other executive officers, assince the completion of April 20, 2016, is set forth below.

Lance Thibault, CPA. Mr. Thibault has been servingthe Merger and as our Principal FinancialSecretary since March 2024. He served as the President of Kineta Operating from January 2018 until the completion of the Merger. Prior to that role, he served as the Chief Operating Officer of KPI Therapeutics, Inc., a former subsidiary of Kineta Operating, from 2016 to December 2017 and interimas Executive Vice President from 2014 to 2015. Prior to joining Kineta Operating in 2013, Mr. Philips was President of CTI BioPharma Corp., a clinical and commercial stage oncology company. Previously, Mr. Philips held strategic and operational leadership roles at leading biopharmaceutical companies, including Bristol Myers Squibb Company, Schering-Plough Corporation (now Merck & Co., Inc.) and Bayer Corporation. Mr. Philips is a co-founder of Abacus Bioscience Inc., a biotech company focused on developing novel immunotherapeutic treatments for managing cancer and antiviral diseases (“Abacus Bioscience”), PVP Biologics Inc., a biopharmaceutical company focused on developing an oral enzyme for the treatment of celiac disease (acquired by TakedaPharmaceutical Company Limited), and TransCellular Therapeutics Inc., a biopharmaceutical company focused on developing novel protein-based therapies to treat rare inherited diseases. He has served as a member of the board of directors of Abacus Bioscience since 2015, as a member of the board of directors of Life Science Washington, a non-profit organization serving the life sciences industry, since January 2015. In addition, Mr. Philips served as a member of the board of directors of CBI Co. from June 2021 to June 2022. Mr. Philips was previously an Entrepreneur-in-Residence at the University of Washington from December 2012 to December 2017 and a commercial advisor to the Fred Hutchinson Cancer Research Center from January 2017 to July 2019. He holds a B.S. in Business Administration and an M.B.A. from The Ohio State University.

Keith A. Baker. Mr. Baker has served as our Chief Financial Officer since April 2015the completion of the Merger and as our Principal Accounting OfficerTreasurer since March 2016, in each case in a

consulting capacity through Danforth Advisors, LLC.2024. He has been an independent advisor since 2010, and currently provides operational, financial and strategic services at a number of other private pharmaceutical companies in Greater Boston. Mr. Thibault’s previous experience includes finance director for Paratek Pharmaceuticals, Inc. (NASDAQ: PRTK) andserved as the Chief Financial Officer of Kineta Operating from October 2022 until the completion of the Merger. From February 2016 to October 2022, Mr. Baker served as the chief financial officer consultant at Baker CFO, LLC, where he provided businesses with chief financial officer consulting services. In this capacity, he worked with public and Treasurerprivate companies on acquisitions, forecasting, due diligence, modelling and international operations. He previously served as the Chief Financial Officer of deCODE genetics,Element Data, Inc. (NASDAQ: DCGN), a decision intelligence technology firm, from April 2017 to December 2019. He began his career with Deloitte and a number of positions at PricewaterhouseCoopers LLP. He receivedTouche LLP in 1992. Mr. Baker holds a B.S. in AccountancyAccounting from BentleyCentral Washington University.

Po-Shun Lee, M.D.

Thierry Guillaudeux, Ph.D. Dr. LeeGuillaudeux has been servingserved as our Chief Scientific Officer since the completion of the Merger. He served as the Chief Scientific Officer of Kineta Operating from June 2022 until the completion of the Merger. Dr. Guillaudeux previously served as Kineta’s Executive Vice President since December 2015 and our Chief Medical Officer since May 2015. He also servedfrom February 2022 to June 2022, as ourits Senior Vice President, Clinical DevelopmentImmuno-oncology from May 2015November 2020 to February 2022, as its Vice President, Immuno-oncology from December 2019 to October 2020 and as its Vice President, Discovery Research from September 2019 to December 2015 and as our Vice President, Clinical Development from November 20142019. Prior to May 2015. From February 2013 to November 2014, hejoining Kineta in September 2019, Dr. Guillaudeux served as Translational Medicine Expertan Associate Professor at the NovartisUniversity of Rennes 1 from September 1997 to September 2019. He also headed a research laboratory at the French National Institute for Biomedical Research. From August 2010of Health from January 2012 to January 2013, Dr. Lee served as the Associate Medical Director at Vertex Pharmaceuticals Incorporated (NASDAQ: VRTX) where he supported the clinical developmentSeptember 2019 and registration of Kalydeco and led a CFTR corrector program to positive proof of concept. From May 2005 to August 2010, Dr. Lee served as a physician-scientistVice President of Technology Transfer at the BrighamUniversity of Rennes from April 2008 to September 2019. Dr. Guillaudeux previously served as a board member of SATT Ouest Valorisation and Women’s Hospital/Harvard Medical School. He received an M.D.IRT bcom, two French technology companies, from July 2010 to September 2019 and from June 2016 to September 2019, respectively. Dr. Guillaudeux holds B.S. and M.S. degrees in Cellular Biology and a Ph.D. in Immuno-Oncology from the University of Pennsylvania and a B.A. in Biology from the Johns Hopkins University.

Benito Munoz, M.Sc., Ph.D.Dr. Munoz has been serving as our Senior Vice President, Drug Discovery since December 2015 and served as our Vice President, Medicinal Chemistry from November 2013 to December 2015. From February 2009 to November 2013, he served as the Director of Medicinal Chemistry, Molecular Libraries Probe Productions Center Network,Rennes. He achieved his post-doctorate at the Broad Institute, a biomedical research institute affiliated with Harvard University and the Massachusetts Institute of Technology. In his role at the Broad Institute, Dr. Munoz was responsible for designing and implementing a phenotypic screening platform to identify active molecules within Broad’s collection of small molecules which generated potent hits with a therapeutic potential in neglected diseases. From October 1999 to October 2008, he served in a number of positions of increasing responsibility at Merck & Co. (NYSE: MRK), most recently as a Director ofFred Hutchinson Cancer Research Laboratories at Merck & Co.’s Boston, Massachusetts laboratories. He formerly served on the board of Karyopharm Therapeutics, Inc. (NASDAQ: KPTI). Dr. Munoz received his Ph.D. in Organic Chemistry from the University of Toronto and an M.Sc. in Chemistry from Brock University. He also completed postdoctoral training at the Scripps Research Institute.Center.

Janet L. Smart, Ph.D., J.D. Dr. Smart has been serving as our Vice President, Intellectual Property and Legal Affairs since January 2014 and served as our Senior Director, Intellectual Assets from September 2011 to January 2014. From August 2010 to October 2011, Dr. Smart was Senior Director of Legal Affairs at Anchor Therapeutics, Inc., a biotechnology company, where she was responsible for intellectual property and corporate matters. Dr. Smart is a Patent Attorney registered to practice before the U.S. Patent and Trademark Office. She received a J.D. from Franklin Pierce Law Center (now University of New Hampshire School of Law) and B.S., M.S. and Ph.D. degrees from Northeastern University.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements we describe belowwhich are described under “Executive Compensation” and “Director Compensation,” the following is a summary of transactions and series of similar transactions since January 1, 2015,2022 to which we were a party or will be a party, in which:

Unless the context otherwise requires, references to the “Company,” “Kineta,” “we” or “us” in this section refer to Kineta Operating, Inc. prior to the completion of the Merger and to Kineta, Inc. after completion of the Merger.

Private PlacementsPlacement

In connection with the Merger, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) on June 5, 2022 and as amended on October 24, 2022, December 5, 2022, March 29, 2023, May 1, 2023, July 21, 2023 and October 13, 2023 with certain investors (the “Purchasers”) for the sale of Securities

Convertible Note Financings

shares of common stock to such Purchasers in a private placement (the “Private Placement”). The first closing of the Private Placement occurred on December 16, 2022, and we issued 649,346 shares of our common stock at a purchase price of $11.55 per share and received net proceeds of $7.4 million. In July and September 2014 and July 2015, we sold an aggregateconnection with the Private Placement, the investors received a warrant to purchase additional shares of $15.0 million in convertible promissory notes to existing investorscommon stock at a price equalof $0.14 per share. The second closing of the Private Placement for an aggregate purchase price of $22.5 million was expected to occur on April 15, 2024, but the principal amount of such notes. transaction did not close.

The following table summarizes the participation in the convertible note financing by anypurchases of our directors, director nominees, executive officers, holders of more than 5% of our voting securities, or any membercommon stock by related persons and the issuances of the immediate familywarrants in connection with the first closing of the foregoing persons.Private Placement:

Series B Financing

On September 2, 2015,In connection with the Securities Purchase Agreement, we entered into a stock purchaseregistration rights agreement (the “Registration Rights Agreement”) on June 5, 2022 and as amended on October 24, 2022 and December 5, 2022 with a number of existing and new investors,the Purchasers pursuant to which we agreed to issue upprepare and file a registration statement with the SEC within 60 days after each closing of the Private Placement for the purposes of registering the resale of the shares. We also agreed, among other things, to an aggregateindemnify the Purchasers and their respective directors, officers, stockholders, members, partners, employees and agents, and each person who controls such Purchaser, from certain liabilities and to pay certain expenses incurred by the Company in connection with the registration of 34,057,398the shares issued in the Private Placement. Pursuant to the Registration Rights Agreement, we filed a Registration Statement on Form S-3 (File No. 333-269340) with the SEC, which was declared effective on January 30, 2023.

2020 Notes

In August 2022, the Company settled $0.5 million in outstanding principal and accrued interest with a previous member of the Company’s board of directors, by issuing 23,000 shares of our Series B convertible preferredthe Company’s common stock.

2022 Convertible Notes

In December 2022, upon the closing of the Merger, the Company settled $4.8 million in outstanding principal and accrued interest, held by three entities affiliated with a previous member of the Company’s board of directors, by issuing 335,000 shares of the Company’s common stock.

2020 Convertible Notes

In December 2022, upon the closing of the Merger, the Company settled $2.0 million in outstanding principal and accrued interest, held by two members of the Company’s board of directors, by issuing 139,000 shares of the Company’s common stock.

Stock Purchases

During the year ended December 31, 2023, five members of the Company’s executive management purchased 43,000 shares of the Company’s common stock on the open market and one director of the Company purchased 5,000 shares of the Company’s common stock on the open market.

RSU Vesting

During the year ended December 31, 2023, the Company issued 123,000 shares of its common stock to members of the Company’s executive management and 10,000 shares to directors of the Company, upon vesting of restricted stock units.

Warrant Exercises

During the year ended December 31, 2023, the Company issued 3,000 shares of its common stock to members of the Company’s executive management and 64,000 shares to a director of the Company, upon exercise of outstanding warrants. During the year ended December 31, 2022, the Company issued 43,000 shares of its common stock to a director of the Company, upon exercise of outstanding warrants.

Support Agreements

In connection and concurrently with the execution of the Merger Agreement, the then current executive officers and directors of the Company who held shares of the Company’s common stock, representing approximately 12% of the outstanding capital stock of the Company as of the date of the Merger Agreement, entered into support agreements with Kineta and Yumanity relating to the Merger (the “Yumanity Support Agreements”). The Yumanity Support Agreements provide, among other things, that the stockholders who are parties thereto will vote all of the shares of the Company’s capital stock held by them in favor of the Company stockholder proposals and against any competing acquisition proposals. The Yumanity Support Agreements also place certain customary restrictions on the transfer of shares of the Company held by the respective signatories thereto prior to the closing of the Merger.

In connection and concurrently with the execution of the Merger Agreement, certain of the then current officers, directors and shareholders of Kineta, representing approximately 34% of the outstanding equity of Kineta as of date of the Merger Agreement, entered into support agreements with Yumanity and Kineta (the “Kineta Support Agreements,” and together with the Yumanity Support Agreements, the “Support Agreements”). The Kineta Support Agreements provide, among other things, that the parties thereto will vote all of the shares of Kineta capital stock held by them in favor of the adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement and against any competing acquisition proposals, and will deliver written consents within 10 business days of the Form S-4 filed in connection with the asset sale pursuant to the Asset Purchase

Agreement (as defined herein) and the Merger being declared effective by the SEC. The Kineta Support Agreements also place certain customary restrictions on the transfer of the securities of Kineta held by the respective signatories thereto, prior to the closing of the Merger.

Upon the completion of the Merger, the obligations of the parties to vote their shares as set forth in the Support Agreements terminated and none of the parties have any remaining rights or obligations under the agreements.

Subscription Agreement

On May 27, 2021, Kineta Operating and CBI USA, Inc. (“CBI USA”) entered into a subscription agreement (the “CBI USA Subscription Agreement”) for the sale of 1,485,331 shares of Kineta Operating voting common stock and 3,805,674 shares of Kineta Operating non-voting common stock at a purchase price of $1.286$1.89 per share. The following table summarizes the participation in the Series B convertible preferred stock financing by anyshare for an aggregate purchase price of our directors, director nominees, executive officers, holders of moreapproximately $10 million. CBI USA is a greater than 5% of our voting securities, or any memberholder of the immediate family of the foregoing persons.Company’s common stock.

Participation in our Initial Public Offering

Certain of our directors and 5% stockholders purchased an aggregate of 3,175,324 shares of our common stock in our initial public offering at the public offering price.

Stockholders’ Agreement

In connection with our private placements, we and certain holders of our common stockthe CBI USA Subscription Agreement, Kineta Operating entered into a stockholders’(i) voting agreement, pursuant(ii) investors rights agreement and (iii) right of first refusal and co-sale agreement (together, the “CBI USA Ancillary Agreements”), which afforded the parties thereto certain rights and obligations. The then current officers and directors of Kineta Operating are also parties to which these stockholders will have, among other things, registration rights under the Securities Act of 1933, as amended, with respect to common stock they hold.CBI USA Ancillary Agreements.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and officers, the form of which is attached as an exhibit to our annual report filed on Form 10-K for the fiscal year ended December 31, 2015.officers. The indemnification agreements and our amendedcertificate of incorporation and restated Certificate of Incorporation and amended and restated By-lawsbylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Procedures for

Related Party TransactionTransactions Policy

In connection with our initial public offering, we

We have adopted a written related party transactions policy. The policy provides that requires all transactions between us and any director, executive officer, holderofficers, directors, holders of more than 5% or more of any class of our capital stock orvoting securities, and any member of the immediate family of or entities affiliated with, any of them,the foregoing persons will not be permitted to enter into a related party transaction with Kineta without the prior consent of our Audit Committee or, if it is not feasible for the Audit Committee to take an action with respect to a proposed related party transaction, the Board of Directors or another committee of the Board. Any request for Kineta to enter into a related party transaction, which includes any other related persons (as defined intransaction requiring disclosure under Item 404 of RegulationS-K) or their affiliates, in which S-K promulgated under the amount involved is equal to or greater than $120,000, be approved in advance by our Audit Committee. Any request for such a transactionExchange Act, must first be presented to ourthe Audit Committee for review, consideration, and approval. In approving or rejecting any such proposal, ourthe proposed transactions, the Audit Committee is to consider thewill take into account all relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.available.

All of the private placement transactions described herein were entered into prior to the adoption of this written policy but each was approved by our Board of Directors. Prior to our Board of Directors’ consideration of a transaction with a related person, the material facts as to the related person’s relationship or interest in the transaction were disclosed to our Board of Directors, and the transaction was not approved by our Board of Directors unless a majority of the directors approved the transaction.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors and persons who beneficially own more than 10% of our outstanding common stock (collectively, “Reporting Persons”) to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Our initial public offering closed in February 2016 so there are no reports or written representations from Reporting Persons from the fiscal year ended December 31, 2015 to be reviewed.

CORPORATE GOVERNANCE

Board and Committee Matters

Board Leadership and Independence. Our Board of Directors has determined that all members of the Board of Directors, except Ms. Chhabra,Dr. Iadonato, are independent, as determined in accordance with the rules of the NASDAQThe Nasdaq Stock Market.Market, LLC (“Nasdaq”). In making such independence determination, the Board of Directors considered the relationships that each such non-employee director has with us and all other facts and circumstances that the Board of Directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors listed above, our Board of Directors considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors, director nominees or executive officers.

The

Board Leadership Structure. Through March 1, 2024, the positions of our ChairmanChair of the Board of Directors (“Chairman of the Board”) and Chief Executive Officer are presently separated. Separating thesewere combined and held by Dr. Iadonato. Effective March 1, 2024, as part of the reduction in workforce plan, Dr. Iadonato’s employment as Chief Executive Officer was terminated, but he continues to serve as the Chair of the Board of Directors. While Dr. Iadonato no longer holds the positions allowsof our Chair of the Board of Directors and Chief Executive Officer, we believed this structure was appropriate when he was serving as our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairmanbecause of the Board to leadefficiencies achieved in combining the Boardtwo offices, and because the detailed knowledge of Directors in its fundamental role of providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort and energyour business that the Chief Executive Officer must devote topossessed greatly enhanced the position in the current business environment, as well as the commitment required to serve as our Chairman, particularly asdecision-making processes of the Board of Directors’ oversight responsibilities continue to grow. OurDirectors as a whole. The Board of Directors also believes that this structure ensuresdoes not have a greater role forfixed policy regarding the non-management directors in the oversight of our company and active participationcombination or separation of the independent directors in setting agendas and establishing priorities and procedures foroffices of Chair of the work of our Board of Directors. Our Board of Directors believes its administration of its risk oversight function has not affected its leadership structure. Although our By-laws do not require our Chairman of the Board and Chief Executive Officer positions to be separate, ourOfficer. The Board of Directors believes that havingit should maintain the flexibility to combine or separate positionsthese offices in the future if deemed to be in the best interests of the Company.

Dr. Iadonato is not considered to be “independent” under the appropriate leadership structure for us at this time.listing requirements of Nasdaq. Because the Chair of the Board of Directors is not an independent director, our Board of Directors appointed Dr. Peters to serve as our lead independent director. As lead independent director, Dr. Peters presides over periodic meetings of our independent directors, serves as a liaison between the Chair of the Board of Directors and the independent directors and performs such additional duties as the Board of Directors may otherwise determine and delegate.

Code of Business Conduct and Ethics. We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers, employees, officersincluding our President, Chief Financial Officer and directors, including those officers responsible for financial reporting.any persons performing similar functions, and designated contracts and consultants of the Company. The current version of the Code of Business Conduct and Ethics is available on our website (www.proteostasis.com) under the Investors & Media tab, under the sub-tab “Corporateheading “Investors – Corporate Governance.” A copy of the Code of Business Conduct and Ethics may also be obtained, free of charge, upon a request directed to: Proteostasis Therapeutics,Kineta, Inc., 200 Technology Square, 4^th Floor, Cambridge, MA 02139 at 7683 SE 27th Street, Suite 481, Mercer Island, Washington 98040, Attention: Chief FinancialCompliance Officer. We intend to disclose any amendment or waiver of a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, or principal accounting officer, or persons performing similar functions, by posting such information on our website and/or in our public filings with the SEC.

Corporate Governance Guidelines. The Board of Directors has adopted corporate governance guidelines to assist and guide its members in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable federal or state law or regulation, NASDAQNasdaq rules and our certificate of incorporation and By-laws.bylaws. Our corporate governance guidelines are available in the corporate governance section ofon our website under the heading “Investors & Media” tab.– Corporate Governance.” Although these corporate governance guidelines have been approved by the Board of Directors, it is expected that these guidelines will evolve over time as customary practice and legal requirements change. In particular, guidelines that encompass legal, regulatory or exchange requirements as they currently exist will be deemed to be modified as and to the extent that such legal, regulatory or exchange requirements are modified. In addition, the guidelines may also be amended by the Board of Directors at any time as it deems appropriate.

Policy Against Hedging and Pledging. The Board Meetingsof Directors has adopted an insider trading policy that prohibits our officers, directors, employees and Committeesdesignated contractors and consultants from engaging in certain prohibited transactions, including: engaging in short sales of the Company’s securities; trading in derivates of the Company’s securities; purchasing any financial instrument (such as prepaid variable forward contracts, equity swaps, collars or exchange funds) or otherwise engaging in any transactions that hedge or offset any decrease in the market value of the Company’s securities or limit the ability to profit from an increase in the market value of the Company’s securities;

and holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan unless the pledge has been approved by the Compliance Officer.

Board of Directors Meetings. OurIn 2023, our Board of Directors held 10 meetings during 2015 and each of our audit and compensation committees held 4 meetings in 2015.meetings. The directors regularly hold executive sessions at meetings of the Board of Directors. During 2015,2023, each of the directors then in office attended at least 70%75% of the aggregate of all meetings of the Board of Directors and at least 75% of the aggregate of all meetings of the committees of the Board of Directors on which such director then served. Nowserved (during the period that wesuch director served). Our Corporate Governance Guidelines provide that members of our Board of Directors are a public company, continuing directors

invited and nominees for election as directors in a given year are requiredencouraged to attend each annual meeting of stockholders. All of directors then in office attended the annual meeting of the stockholders barring significant commitments or special circumstances. This is our first annual meeting of stockholders since we became a public companyheld virtually in February 2016.June 2023.

Stockholder Communications. Any stockholder wishing to communicate with our Board of Directors, a particular director or the chair of any committee of the Board of Directors may do so by sending written correspondence to our principal executive offices, to the attention of the Chair of the Nominating and Corporate Governance Committee. All such communications will be delivered to the Board of Directors or the applicable director or committee chair.

During 2015,

Committees of our Board of Directors had three standing committees:

Our board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below.

Audit Committee. Mr. Berger, Ms. Boudreau During the first half of 2023, our Audit Committee was comprised of Marion R. Foote (Chair), David Arkowitz and Mr. Walshe serve onRaymond Bartoszek. Effective July 1, 2023, Kimberlee C. Drapkin joined the Audit Committee which is chaired by Ms. Boudreau.and Mr. Bartoszek ceased serving on this committee. Our Board of Directors has determined that each member of the Audit Committee is “independent”meets the requirements for Audit Committee purposes as that term is defined in the rules of theindependence and financial literacy under SEC and the applicable NASDAQ Stock Market rules and has sufficient knowledge in financial and auditing matters to serve on the Audit Committee.Nasdaq listing standards. Our Board of Directors has designated Ms. BoudreauFoote as an “audit committee financial expert,” as defined under the applicable rules of the SEC.

The Audit Committee’s responsibilities include:include, among other things:

The Audit Committee held fourfive meetings during 2015.in 2023. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC rules and the NASDAQ Stock Market.Nasdaq listing standards. A copy of the Audit Committee charter is available on our website www.kinetabio.com under the heading “Investors & Media” tab, under the sub-tab “Corporate– Corporate Governance.”

Compensation Committee. Ms. Boudreau During the first half of 2023, our Compensation Committee was comprised of Raymond Bartoszek (Chair) and Dr. Walsh serve onMarion R. Foote. Effective July 1, 2023, Kimberlee C. Drapkin and Scott Dylla, Ph.D. joined the Compensation Committee which is chaired by Dr. Walsh.and Ms. Foote ceased serving on this committee. Our Board of Directors has determined that each member of the Compensation Committee is “independent” as defined inmeets the applicable NASDAQ Stock Market rules. requirements for independence and financial literacy under SEC rules and Nasdaq listing standards.

The Compensation Committee’s responsibilities include:include, among other things:

The Compensation Committee held threefour meetings during 2015.in 2023. The Compensation Committee operates under a written charter adopted by the Board of Directors, which is available on our website at www.kinetabio.com under the heading “Investors & Media” tab, under the sub-tab “Corporate— Corporate Governance.”

Our Compensation Committee reviews and approves the compensation to be paid to our Chief Executive Officer (as applicable) and our other executive officers. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer (as applicable) for all executives other than the Chief Executive Officer. In 2023, the Compensation Committee retained the services of Radford (“Radford”), which is part of the Rewards Solutions practice at Aon plc, as the Compensation Committee’s source for independent compensation data. Radford has advised the Board of Directors and the Compensation Committee on certain compensation matters and decisions. Radford served at the discretion of the Compensation Committee and did not provide any other services to the Company during fiscal year 2023 other than those for which they were engaged by the Compensation Committee. Our Compensation Committee requires that its compensation consultants be independent of Company management and performs an annual assessment of the compensation consultants’ independence to determine whether the consultants are independent. Our Compensation Committee has determined that Radford is independent and that their respective work has not raised any conflicts of interest.

Nominating and Corporate Governance Committee. Dr. Barrett, Mr. Berger and Dr. Kelly serve on During 2023, the Nominating and Corporate Governance Committee which is chaired by Mr. Berger.was comprised of Richard Peters, M.D., Ph.D. (Chair) and David Arkowitz. Our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined inmeets the applicable NASDAQ Stock Market rules. requirements for independence and financial literacy under SEC rules and Nasdaq listing standards.

The Nominating and Corporate Governance Committee’s responsibilities include:

The Nominating and Corporate Governance Committee did not hold anyheld two meetings during 2015.in 2023. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors, which is available on our website www.kinetabio.com under the heading “Investors & Media” tab, under the sub-tab “Corporate– Corporate Governance.”

The Nominating and Corporate Governance Committee considers candidates for Board of Director membership suggested by its members and the Chief Executive Officer.Officer (as applicable). Additionally, in selecting nominees for directors, the Nominating and Corporate Governance Committee will review candidates recommended by stockholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by the Board of Directors. Any stockholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this proxy statement under the heading “Stockholder Recommendations.” The Nominating and Corporate Governance Committee will also consider whether to nominate any person proposed by a stockholder in accordance with the provisions of ourBy-laws bylaws relating to stockholder nominations as described later in this proxy statement under the heading “Stockholder Recommendations.”

Identifying and Evaluating Director Nominees. The Board of Directors is responsible for selecting its own members. The Board of Directors delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other memberswho shall identify and evaluate candidates to serve as directors of the Board of Directors, and of management, will be requested to take part inCompany (consistent with criteria approved by the process as appropriate.Board).

Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board of Directors. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board of Director’s approval as director nominees for election to the Board of Directors.

During 2023, two independent Board members joined the Board of Directors, Kimberlee C. Drapkin and Scott Dylla, Ph.D.

Minimum Qualifications. The Nominating and Corporate Governance Committee will consider, among other things, the following qualifications, skills and attributes when recommending candidates for the Board of Director’s selection as nominees for the Board of Directors and as candidates for appointment to the Board of Director’s committees. The nominee shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment, and shall be most effective, in conjunction with the other nominees to the Board of Directors, in collectively serving the long-term interests of the stockholders.

In evaluating proposed director candidates, the Nominating and Corporate Governance Committee may consider, in addition to the minimum qualifications and other criteria for Board of Directors membership approved by the Board of Directors from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, factors such as character, integrity, judgment, diversity and length of service, his or her independence and the needs of the Board of Directors.

Board Diversity. The composition of our Board of Directors currently includes five individuals. The Board Diversity Matrix as defined by the Nasdaq listing rules is presented in the table below. Under the Nasdaq listing rule, directors who self-identify as (i) female, (ii) an underrepresented minority, or (iii) LGBTQ+ are defined as being diverse.

Board Diversity Matrix

To see our Board Diversity Matrix as of April 17, 2023, please see the proxy statement filed with the SEC on April 28, 2023.

Stockholder Recommendations. Stockholders may submit recommendations for director candidates to the Nominating and Corporate Governance Committee by sending the individual’s name and qualifications to our Corporate Secretary at Proteostasis Therapeutics,Kineta, Inc., 200 Technology Square, 4^th Floor, Cambridge, MA 02139,7683 SE 27th Street, Suite 481, Mercer Island, Washington 98040, who will forward all recommendations to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Stockholder Communications. The Board of Directors provides to every securityholderstockholder the ability to communicate with the Board of Directors, as a whole, and with individual directors on the Board of Directors through an established process for securityholderstockholder communication. For a securityholderstockholder communication directed to the Board of Directors as a whole, securityholdersstockholders may send such communication to the attention of the ChairmanChair of the Board of Directors via U.S. Mail or Expedited Delivery Service to: Proteostasis Therapeutics,to Kineta, Inc., 200 Technology Square, 4^th Floor, Cambridge, MA 02139, Attn: Chairman7683 SE 27th Street, Suite 481, Mercer Island, Washington 98040, Attention: Chair of the Board.Board of Directors.

For a securityholderstockholder communication directed to an individual director in his or her capacity as a member of the Board of Directors, securityholdersstockholders may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Proteostasis Therapeutics,Kineta, Inc., 200 Technology Square, 4^th Floor, Cambridge, MA 02139, Attn: [Name7683 SE 27th Street, Suite 481, Mercer Island, Washington 98040 Attention: Name of Individual Director].Director.

We will forward by U.S. Mail any such securityholderstockholder communication to each director, and the ChairmanChair of the Board of Directors in his or her capacity as a representative of the Board of Directors, to whom such securityholderstockholder communication is addressed to the mailing address specified by each such director and the ChairmanChair of the Board of Directors, unless there are safety or security concerns that mitigate against further transmission.

Risk Oversight. Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our Board of Directors performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our company,the Company, our Board of Directors addresses the primary risks associated with those operations and corporate functions. In addition, our Board of Directors reviews the risks associated with our company’sthe Company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

The Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight. Throughout the year, senior

management reviews these risks with the Board of Directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Each of the committees of our Board of Directors also oversees the management of our risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. Our Chief Financial Officer reports to the Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee is responsible for identifying, evaluatingoverseeing our major financial and implementingcyber-security risk exposures and the steps our management controlshas taken to monitor and methodologies to address any identified risks. In connection with its risk management role, our Audit Committee meets privately with representatives from our independent registered public accounting firm, and privately with our Chief Financial Officer.control these exposures. The Audit Committee overseesalso monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the operationpotential to encourage excessive risk-taking. The Board of Directors does not believe that its role in the oversight of our risks adversely affects the leadership of the Board of Directors.

In carrying out their risk oversight functions, the Board of Directors and its committees routinely request and review management updates, reports from the independent auditors and legal and regulatory advice from outside experts, as appropriate, to assist in discerning and managing important risks that may be faced by us. The Board of Directors is committed to continuing to ensure and evolve its risk oversight practices as appropriate given the stage of our evolution as a biopharmaceutical company and the fast-paced changes of the life sciences industry. The Board of Directors has oversight over the monitoring and identification of risks to our Company and the actions we are taking to mitigate risks related to health related matters.

Board Oversight of Cybersecurity Risk. Cybersecurity is an important part of our risk management program, including the identificationprocesses and an area of the primary risks associated with our business and periodic updates to such risks, and reports toincreasing focus for our Board of Directors regarding these activities.

and management. Our Audit Committee is responsible for the oversight of risks from cybersecurity threats. At least annually, the Audit Committee receives an overview from management of our cybersecurity threat risk management and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks. In such sessions, the Audit Committee generally receives materials including a cybersecurity scorecard and other materials indicating current and emerging material cybersecurity threat risks, and describing the Company’s ability to mitigate those risks, and discusses such matters with certain members of management, which include our CFO and President. Members of the Audit Committee are also encouraged to regularly engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs. Material cybersecurity threat risks are also considered during separate Board of Directors meeting discussions of important matters like risk management, operational budgeting, business continuity planning, mergers and acquisitions, brand management, and other relevant matters.

Report of the Audit Committee

The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that we specifically incorporate it by reference into such filing.

The Audit Committee operates under a written charter approved by the Board of Directors, which provides that its responsibilities include the oversight of the quality of our financial reports and other financial information and

its compliance with legal and regulatory requirements; the appointment, compensation, and oversight of our independent registered public accounting firm, PricewaterhouseCoopers LLP, including reviewing their independence; reviewing and approving the planned scope of our annual audit; reviewing and pre-approving any non-audit services that may be performed by PricewaterhouseCoopers LLP; the oversight of our internal audit function; reviewing with management and our independent registered public accounting firm the adequacy of internal financial controls; and reviewing our critical accounting policies and estimates and the application of accounting principles generally accepted in the United States of America.

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management is responsible for our internal controls, financial reporting process, and compliance with laws and regulations and ethical business standards. PricewaterhouseCoopersMarcum LLP is responsible for performing an independent audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). The Audit Committee’s main responsibility is to monitor and oversee this process.

The Audit Committee reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2015,2023, with management. The Audit Committee discussed with PricewaterhouseCoopersMarcum LLP the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) AU380,Communications with Audit Committees,the applicable requirements of the PCAOB and SEC Regulation S-X Rule 207,Communications with Audit Committees.the SEC. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

The Audit Committee considered any fees paid to PricewaterhouseCoopers LLP for the provision of non-audit related services and does not believe that these fees compromise PricewaterhouseCoopers LLP’s independence in performing the audit.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that such audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2015, for filing with the SEC.2023.

THE AUDIT COMMITTEE

Conor M. Walshe

EXECUTIVE COMPENSATION

Compensation Overview

This compensation discussion, which should be read together with the compensation tables set forth below,section provides information regarding our executive compensation program for our named executive officers for 2015, who are Meenu Chhabra, our President and Chief Executive Officer, Po-Shun Lee, M.D., our Executive Vice President and Chief Medical Officer, and Janet L. Smart, Ph.D., J.D., our Vice President, Intellectual Property and Legal Affairs. We refer to these three executive officers as our named executive officers.

Our executive compensation program is administered by our Compensation Committee in consultation with our Board of Directors. The key objectives of our executive compensation programs are (1) to attract, motivate,

reward and retain superior executive officers with the skills necessary to successfully lead and manage our business; (2) to achieve accountability for performance by linking annual cash incentive compensation to the achievement of measurable performance objectives; and (3) to align the interests of our executive officers and our stockholders through short- and long-term incentive compensation programs. For our executive officers, these short- and long-term incentives are designed to accomplish these objectives by providing a significant correlation between our results of operations and their total compensation.

Setting Executive Compensation

Our Compensation Committee is responsible for reviewing and determining the compensation of our executive officers, including our Chief Executive Officer. We have not adopted any formal guidelines for allocating total compensation between long-term and short-term compensation, cash compensation and non-cash compensation, or among different forms of non-cash compensation.

Role of the Compensation Committee

The Compensation Committee, which is comprised entirely of independent directors, reviews and approves the compensation packages for our named executive officers, including an analysis of all elements of compensation separately and in the aggregate.

In reviewing and approving these matters, our Compensation Committee considers such matters as it deems appropriate, including our financial and operating performance, the alignment of the interests of our executive officers and our stockholders and our ability to attract and retain qualified and committed individuals, as well as each executive officer’s performance, experience, responsibilities and the compensation of executive officers in similar positions at comparable companies.

Role of Compensation Consultant

In connection with our IPO, we engaged Radford, an Aon Hewitt company (“Radford”), an independent executive compensation consultant, to provide guidance with respect to the development and implementation of our compensation programs.

Our Compensation Committee charter requires that its compensation consultants be independent of Company management. During 2015, Radford did not provide services to us other than the services described in this Proxy Statement. Under its charter, our Compensation Committee is responsible for performing an annual assessment of any compensation consultants’ independence to determine whether the consultants are independent. Our Compensation Committee has determined that Radford is independent and that their work has not raised any conflict of interests.

Elements of Compensation

Base Salary

Our Compensation Committee reviews the base salaries of our executive officers, including our named executive officers, from time to time and makes adjustments as it determines to be reasonable and necessary to reflect the scope of an executive officer’s performance, contributions, responsibilities, experience, prior salary level, position (in the case of a promotion) and market conditions.

Annual Cash Bonuses

We believe that a significant portion of our executives’ cash compensation should be based on the attainment of business goals established by the Compensation Committee. Accordingly, each of our named executive officers was eligible to receive a cash bonus with respect to 2015 based upon the achievement of corporate performance goals related to filing an investigational new drug application for PTI-428, achievement of 60% cystic fibrosis

transmembrane conductance regulator restoration with proprietary triple combination, advancement of corporate collaborations and alliances and completion of certain financing events as well as individual performance within each named executive officer’s area of responsibility.

Equity-Based Compensation

Equity-based compensation is an integral part of our overall compensation program. Providing named executive officers with the opportunity to create significant wealth through stock ownership is a powerful tool to attract and retain highly qualified executives, achieve strong long-term stock price performance and align our executives’ interests with those of our stockholders. In addition, equity awards are subject to vesting over time, subject to continued employment with the Company, and this vesting feature contributes to executive retention. We have historically granted equity awards to our employees, including our named executive officers, in the form of options to purchase shares of our common stock.

2015 Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by, or paid to during the years ended December 31, 2022 and paid2023 to (1) each individual who served as our principal executive officer, (2) our two next most highly compensated executive officers who earned more than $100,000 during the fiscal years indicatedyear ended December 31, 2023 and were serving as executive officers as of such date, and (3) up to two individuals who would otherwise be included in (2) above but for the fact that such individual was not serving as our executive officer as of December 31, 2023. We refer to these individuals in this proxy statement as our named executive officers.

Our named executive officers for 2023 who appear in the Summary Compensation Table are:

To date, the compensation of our named executive officers has consisted of a combination of base salary, bonuses and long-term incentive compensation in the form of stock options and RSUs. Our named executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans.

2023 Summary Compensation Table

The following table presents information regarding the compensation awarded to, earned by, and paid to each individual who served as one of our named executive officers for services rendered to us in all capacities during the fiscal year ended December 31, 2023.

(1) The amounts reported represent the aggregate grant date fair value of RSUs granted to the named executive officers during the 2023 and 2022 fiscal years, calculated in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”), Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 2 to our financial statements included in our 2023 Annual Report on Form 10-K. The amounts reported in this column reflect the accounting cost for the RSUs and does not correspond to the actual economic value that may be received upon settlement of the RSUs or any sale of any of the underlying shares of common stock.

(2) The amounts reported represent the aggregate grant date fair value of stock options awarded to the named executive officers during the 2023 and 2022 fiscal years, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 2 to our financial statements included in our 2023 Annual Report on Form 10-K. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon exercise of the stock options or any sale of any of the underlying shares of common stock.

(3) The amounts in this column represent the amount of compensation earned by the named executive officers under the applicable annual performance-based bonus program during each fiscal year.

(4) Other compensation reflects the Company contribution to life insurance and company matching 401k contributions.

(5) Dr. Iadonato commenced services as Chief Executive Officer of the Company on December 16, 2022. He received a one-time transaction success bonus of $140,000 in December 2022 concurrent with the close of the Merger.

(6) Mr. Philips commenced services as President of the Company on December 16, 2022. He received a one-time transaction success bonus of $95,000 in December 2022 concurrent with the close of the Merger.

Narrative Disclosure to Summary Compensation Table

Executive Compensation Elements

The following describes the material terms of the elements of our executive compensation program during 2023.

Annual Base Salary

Our Board of Directors and Compensation Committee recognize the importance of base salary as an element of compensation that helps to attract and retain the named executive officers. We provide a base salary as a fixed source of income for our named executive officers for the services they provide to us during the year, which allows us to maintain a stable executive team.

The base salaries for our named executive officers in effect for the year ended December 31, 2023 were as follows: $500,000 for Dr. Iadonato, $400,000 for Mr. Philips and $350,000 for Mr. Baker.

Annual Cash Incentive

We also provide our named executive officers with annual performance-based cash bonus opportunities, calculated based upon the achievement of specified corporate goals, with each executive officer being assigned a corporate and individual goal weighting. For fiscal year 2023, each executive officer was assigned a target bonus opportunity, which is reflected as a percentage of that individual’s 2023 base salary and is based on the individual’s role and title at the Company.

For fiscal year 2023, the target bonus opportunity (as a percentage of 2023 base salary and corporate and individual goal weighting) for our named executive officers was as follows:

Following fiscal year 2023, our Compensation Committee determined that we had achieved 100% of our corporate goals for the year. Bonuses paid with respect to 2023 performance were pro-rated for any partial year of employment and were paid, if applicable, during the first quarter of 2024.

Employment Arrangements with our Named Executive OfficersAgreements

We have entered into an employment agreement or offer letteragreements with each of Dr. Iadonato, Mr. Philips and Mr. Baker. The agreements set forth each officer’s initial base salary, bonus potential, eligibility for employee benefits and severance benefits upon a qualifying termination of employment, subject to certain non-solicitation and non-competition provisions and confidentiality obligations. The key terms of our employment arrangements with our named executive officers. Except as noted below, theseofficers, including potential payments upon termination or change in control, are described below.

These employment agreements and offer letters provide for “at will” employment.

Shawn Iadonato, Ph.D.

On March 11, 2016,February 3, 2020, Kineta Operating and Dr. Iadonato entered into an employment agreement, which was amended and restated on September 28, 2022 and became effective at the closing of the Merger, whereby it was assumed by the Company entered into employment agreements (each an “Agreement” and collectively,on the “Agreements”) with each of Meenu Chhabra, our President and Chief Executive Officer, and Po-Shun Lee, M.D., our Executive Vice President, and Chief Medical Officer (each an “Executive” and collectively,same terms. Pursuant to the “Executives”).

The Agreements provide for an annualagreement, Dr. Iadonato is entitled to a base salary (the “Base Salary”), whichof $350,000, subject to annual review by the Compensation Committee or the Board of Directors (Ms. Chhabra’s current annual base salary is $450,000 and Dr. Lee’s current annual base salary is $340,000). In addition, each Executive is eligible for an annual cash bonus pursuant toadjustments that will be made based upon the Company’s Senior Executive Cash Incentive Bonus Plan (Ms. Chhabra is eligiblenormal performance review practices. The agreement also provides for an annual bonus targeted at 50%with a target equal to fifty percent (50%) of herDr. Iadonato’s base salary andupon attainment of certain performance objectives. Dr. Lee is eligible for an annual bonus targeted at 35%Iadonato’s employment agreement further provides him eligibility to receive equity of his base salary). The Executives are eligible to participate in the employee benefit plans generally available to our full-time employees, subject to the terms of those plans.

Pursuant to the Agreements, in the event that an Executive’sstock option awards. If Dr. Iadonato’s employment is terminated by us without causeKineta (or any parent, subsidiary or successor thereof) for a reason other than death, disability or “Cause” outside of the Change in Control Protection Period (as defined below), Dr. Iadonato will be entitled to his salary and other benefits accrued through the separation date and, subject to Dr. Iadonato executing a release and general waiver of claims in favor of Kineta and adhering to the applicable restrictive covenants, he will also be entitled to the following additional severance benefits: (a) continuing salary payments for a period of 52 weeks, (b) COBRA reimbursement payments for a period of 12 months and (c) all of his unvested and outstanding equity awards that would have become vested had employee remained in the employ of Kineta for the 3-month period following the employee’s termination of employment shall immediately vest and become exercisable as of the date of his termination. In addition, in lieu of the foregoing severance benefits, if Dr. Iadonato separates from service (i) due to termination by Kineta for a reason other than “Cause” or (ii) due to resignation by the employee on account of “Good Reason” within 3 months prior to or during the 12-month period immediately following a Change in Control (as defined in the Agreements) or an Executive terminates his or her employment with us for good reason (as definedKineta, Inc. 2022 Equity Incentive Plan) (the “Change in the Agreements)Control Protection Period”), in either case prior to a change in control (as defined in the Agreements) or at any time after the 12-month anniversary of a change in control, the ExecutiveDr. Iadonato will be entitled to receive: (i)his salary and other benefits accrued through the separation date and, subject to Dr. Iadonato executing a release and general waiver of claims in favor of Kineta and adhering to the applicable restrictive covenants (other than with respect to accrued benefits), he will be entitled to the following respective additional severance benefits: (a) a lump sum severance payment equal to 52 weeks of his base salary, continuation for 12 months (in the case of Ms. Chhabra) or nine months (in the case of Dr. Lee) following termination, (ii)(b) a monthly cashprorated target bonus payment in an amount equalwith respect to the monthly contribution that the Company would have made to provide health insurance to the Executive had the Executive remained employedyear of termination, (c) COBRA reimbursement payments until the earlier of 12 months (in(following his termination of employment and the casedate that he and/or his eligible dependents become covered under similar plans, and (d) acceleration of Ms. Chhabra) or nine months (inall of his unvested and outstanding equity awards as of the caselater of Dr. Lee) following the date of his termination or the effective date of the Executive becomes eligible for health benefits through another employer or otherwise becomes ineligible for COBRAChange in Control. Dr. Iadonato’s employment agreement also provides that twenty-five percent (25%) of his unvested equity awards will automatically accelerate upon a Change in Control (as defined in the Kineta, Inc. 2022 Equity Incentive Plan).

On April 7, 2023, the Compensation Committee recommended, and (iii)on April 12, 2023, the Board of Directors approved, an increase in Dr. Iadonato’s base salary to $500,000. Dr. Iadonato’s salary increase became effective as of April 17, 2023.

Craig W. Philips, M.B.A.

On February 3, 2020, Kineta Operating and Mr. Philips entered into an employment agreement, which was amended and restated on September 28, 2022 and became effective at the closing of the Merger, whereby it was assumed by the Company on the date thatsame terms. Pursuant to the agreement, Mr. Philips is 35 days after the dateentitled to an annual base salary of termination, the portion of any outstanding equity grants$292,329 subject to time-based vestingreview and adjustments that would have vested in the 12 months (in the case of Ms. Chhabra) or nine months (in the case of Dr. Lee) following the date of termination had the Executive remained employed will accelerate and vest. In the event that an Executive obtains employment during the period during which he or she is receiving severance payments, any remaining severance payments will be reduced bymade based upon the amountCompany’s normal performance review practices. The agreement also provides for an annual bonus with a target equal to forty percent (40%) of any cash compensation received by the Executive pursuant to such employment during the severance period. In the event that an Executive’sMr. Philips’ base salary upon attainment of certain performance objectives. If Mr. Philips’ employment is terminated by us without cause,Kineta (or any parent, subsidiary or an Executive terminates hissuccessor thereof) for a reason other than death, disability or her employment with us for good reason,“Cause” outside of the Change in either case within 12 months following change in control, the ExecutiveControl Protection Period (as defined below), Mr. Philips will be entitled to receive:his salary and other benefits accrued through the separation date and, subject to Mr. Philips executing a release and general waiver of claim in favor of Kineta and adhering to the applicable restrictive covenants, he will also be entitled to the following additional severance benefits: (a) continuing salary payments for a period of 39 weeks, (b) COBRA reimbursement payments for a period of 9 months and (c) all of his unvested and outstanding equity awards that would have become vested had he remained in the employ of Kineta for the 3-month period following his termination of employment shall immediately vest and become exercisable as of the date of his termination. In addition, in lieu of the foregoing severance benefits, if Mr. Philips separates from service (i) due to termination by Kineta for a reason other than “Cause”, or (ii) due to resignation by Mr. Philips on account of “Good Reason” within 3 months prior to or during the 12-month period immediately following a Change in Control (as defined in the Kineta, Inc. 2022 Equity Incentive Plan) (the “Change in Control Protection Period”), Mr. Philips will be entitled to his salary and other benefits accrued through the separation date and, subject to Mr. Philips executing a release and general waiver of claims in favor of Kineta and adhering to the applicable restrictive covenants (other than with respect to accrued benefits), he will be entitled to the following respective additional severance benefits: (a) a lump sum severance payment equal to 39 weeks of his base salary, continuation for 18 months (in the case of Ms. Chhabra) or 12 months (in the case of Dr. Lee) following termination, (ii)(b) a monthly cashprorated target bonus payment in an amount equalwith respect to the monthly contribution that the Company would have made to provide health insurance to the Executive had the Executive remained employed by the Companyyear of termination, (c) COBRA reimbursement payments until the earlier of 189 months (infollowing his termination of employment and the casedate that he and/or his eligible dependents become covered under similar plans, and (d) acceleration of Ms. Chhabra) or 12 months (inall of his unvested and outstanding equity awards as of the caselater of Dr. Lee) following the date of his termination or the effective date of the Executive becomes eligible for health benefits through another employer or otherwise becomes ineligible for COBRAChange in Control. Mr. Philips’ employment agreement also provides that twenty-five percent (25%) of his unvested equity awards will automatically accelerate upon a Change in Control (as defined in the Kineta, Inc. 2022 Equity Incentive Plan).

On April 7, 2023, the Compensation Committee recommended, and (iii)on April 12, 2023, the Board of Directors approved, an increase in Mr. Philips’ base salary to $400,000. Mr. Philips’ salary increase became effective as of April 17, 2023.

Keith A. Baker

On October 3, 2022, Kineta Operating and Mr. Baker entered into an employment agreement, which became effective at the closing of the Merger, whereby it was assumed by the Company on the date thatsame terms. Pursuant to the agreement, Mr. Baker is 35 days after the dateentitled to an annual base salary of termination, acceleration of 100% of the equity awards held by the Executive that are$300,000 subject to time-based vesting. In addition, inreview and adjustments that will be made based upon the event thatCompany’s normal performance review practices. The agreement also provides for an Executive’sannual bonus with a target equal to thirty-five percent (35%) of Mr. Baker’s base salary upon attainment of certain performance objectives. If Mr. Baker’s employment is terminated by us without causeKineta (or any parent, subsidiary or bysuccessor thereof) for a reason other than death, disability or “Cause” outside of the Executive for good reason,Change in Control Protection Period (as defined below), Mr. Baker will be entitled to his salary and other benefits accrued through the separation date and, subject to Mr. Baker executing a release and general waiver of claim in favor of Kineta and adhering to the applicable restrictive covenants, applicablehe will also be entitled to the Executivefollowing additional severance benefits: (a) continuing salary payments for a period of 39 weeks, (b) COBRA reimbursement payments for a period of 9 months and (c) all of his unvested and outstanding equity awards that would have become vested had he remained in the employ of Kineta for the 3-month period following his termination of employment shall immediately vest and become exercisable as of the date of his termination. In addition, in lieu of the foregoing severance benefits, if Mr. Baker separates from service (i) due to termination by Kineta for a reason other than “Cause”, or (ii) due to resignation by Mr. Baker on account of “Good Reason” within 3 months prior to or during the 12-month period immediately following a Change in Control (as defined in the Kineta, Inc. 2022 Equity Incentive Plan) (the “Change in Control Protection Period”), Mr. Baker will apply for nine months, ratherbe entitled to his salary and other benefits accrued through the separation date and, subject to Mr. Baker executing a release and general waiver of claims in favor of Kineta and adhering to the applicable restrictive covenants (other than 12with respect to accrued benefits), he will be entitled to the following respective additional severance benefits: (a) a lump sum severance

payment equal to 39 weeks of his base salary, (b) a prorated target bonus payment with respect to the year of termination, (c) COBRA reimbursement payments until the earlier of 9 months following termination. Receipthis termination of employment and the date that he and/or his eligible dependents become covered under similar plans, and (d) acceleration of all of his unvested and outstanding equity awards as of the severance payments and benefits described above is conditioned upon the Executive entering into and not revoking a separation agreement with us, including a general release of claims. In addition, the Executives have entered into an Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreements that contain, among other things, non-competition and non-solicitation provisions that apply during the termlater of the Executive’sdate of his termination or the effective date of the Change in Control. Mr. Baker’s employment and for 12 months thereafter.agreement also provides that twenty-five percent (25%) of his unvested equity awards will automatically accelerate upon a Change in Control (as defined in the Kineta, Inc. 2022 Equity Incentive Plan).

On September 9, 2011, we entered intoApril 7, 2023, the Compensation Committee recommended, and on April 12, 2023, the Board of Directors approved, an offer letter with Dr. Smart. Dr. Smart currently receives aincrease in Mr. Baker’s base salary to $350,000 and (ii) an increase in Mr. Baker’s target bonus percentage to 40%. Mr. Baker’s salary increase became effective as of $214,273April 17, 2023, and the target bonus percentage increase shall be applied to Mr. Baker’s target bonus percentage beginning with the bonus to be awarded for fiscal year 2023 performance.

Employee Benefit Plans

401(k) Savings Plan

We maintain a tax-qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. All participants’ interests in their contributions are 100% vested when contributed. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The retirement plan is eligibleintended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. Matching contributions to the plan are made at the discretion of our Board of Directors. The Company provided matching contributions of $115,000 for a performance-based annual bonusthe year ended December 31, 2023 and $129,000 for the year ended December 31, 2022.

Health and Welfare Benefits

All of up to 20% of her base salary. Dr. Smart isour full-time employees, including our executive officers, are eligible to participate in theour health and welfare benefits, including medical, dental and vision insurance, medical and dependent care flexible spending accounts, group life and disability insurance, and 401(k) plan. Named executive officers are eligible to participate in all our employee benefit plans, generally available to full-timein each case on the same basis as other employees.

We do not offer any defined benefit pension plans or nonqualified defined compensation arrangements for our employees, subject to the terms of those plans. In addition, Dr. Smart has entered into an Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement that contain, among other things, non-competition and non-solicitation provisions that apply during the term of her employment and for 12 months thereafter.including our named executive officers.

Outstanding Equity Awards at 20152023 Fiscal Year-End Table

The following table presents thesets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2015.2023.