Armistice Capital/Steven Boyd disclose 1,823,138 Kineta shares; percent figures differ
Rhea-AI Filing Summary
Armistice Capital, LLC and Steven Boyd report shared beneficial ownership of 1,823,138 shares of Kineta, Inc. common stock. The filing shows the reporting persons have shared voting and dispositive power over 1,823,138 shares and no sole voting or dispositive power. The cover tables list the percentage of the class as 3.64%, while Item 4(b) later reports the percentage as 12.84% and states the percentage is based on 1,823,138 shares outstanding as of March 28, 2025. The statement explains Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the shares, and that Steven Boyd is the managing member of Armistice Capital. The Master Fund disclaims beneficial ownership by virtue of its Investment Management Agreement.
Positive
- Clear identification of the investment manager (Armistice Capital) and the managing member (Steven Boyd)
- Explicit statement that the Master Fund is the direct holder and that Armistice exercises voting and investment power under an Investment Management Agreement
- Full signatures and joint filing statement confirming the filing is made on behalf of both reporting persons
Negative
- Conflicting percentage figures presented in the filing: the tables list 3.64% while Item 4(b) reports 12.84%, creating ambiguity about the actual stake
- Master Fund disclaimer of beneficial ownership may create ambiguity about economic versus managerial control of the reported shares
Insights
TL;DR: Reporting persons disclose shared ownership of 1,823,138 Kineta shares; filing indicates material stake but contains inconsistent percentage figures.
The filing identifies Armistice Capital and Steven Boyd as reporting persons with shared voting and dispositive power over 1,823,138 shares held directly by Armistice Capital Master Fund Ltd. This position is explicitly described as managed via an Investment Management Agreement. Disclosure of the direct holder and manager is useful for assessing shareholder structure and potential influence.
However, the document contains conflicting percentage figures: the tables show 3.64% while Item 4(b) reports 12.84% based on the stated outstanding share count, creating ambiguity about the actual economic stake. For valuation or control analysis, the precise percentage outstanding must be reconciled with the issuer's reported share count.
TL;DR: The filing is a routine Schedule 13G-style disclosure identifying manager and managing member roles and clarifying beneficial ownership mechanics.
The statement follows standard Schedule 13G conventions: it names the investment manager (Armistice Capital), the direct holder (Master Fund), and the individual (Steven Boyd) and includes the required certifications and joint filing statement. The Master Fund's disclaimer of beneficial ownership due to the management agreement is explicitly stated, which is standard practice for such arrangements.
Despite being procedural, the inconsistent percentage reporting could complicate governance interpretation until corrected; otherwise the filing is a conventional disclosure of an investment manager relationship and holdings.