Kiniksa Pharmaceuticals International plc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of | (Commission | (I.R.S. Employer |
Kiniksa Pharmaceuticals International, plc
England,
(
(Address, zip code and telephone number, including area code of principal executive offices)
Kiniksa Pharmaceuticals Corp.
100 Hayden Avenue
Lexington, MA, 02421
(781) 431-9100
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N/A
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Item 1.01 Entry into a Material Definitive Agreement.
On May 21, 2026, Kiniksa Pharmaceuticals International, plc (the “Company”) entered into a deed of waiver (the “Deed”) with Baker Bros. Advisors LP, on behalf of each of Baker Brothers Life Sciences, L.P. and 667, L.P. (the “Shareholders”), pursuant to which the Shareholders waived their rights to convert any of their Class A1 or Class B1 ordinary shares into Class A or Class B ordinary shares (“Conversion Rights”) if, immediately prior to or following such conversion, the Shareholders would beneficially own more than 49.9% of the Company’s outstanding voting rights.
The Deed may only be amended, waived or terminated upon a vote of at least 75% of the total number of the Company’s outstanding ordinary shares; provided, however that no vote shall be necessary for any amendment that (a) adds additional shareholders to the Deed or (b) adds additional restrictions to the Shareholders’ Conversion Rights.
The foregoing description of the Deed is qualified in its entirety by reference to the Deed, a copy of which is filed hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | | Description |
10.1 | Deed of Waiver, dated as of May 21, 2026, by and among the Company and Baker Bros. Advisors LP | |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC | ||
Date: May 26, 2026 | By: | /s/ Douglas Barry |
Douglas Barry | ||
Senior Vice President, Chief Legal Officer and Secretary | ||