Exhibit 10.54

   

  

  

  THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
      REQUIRED.

   

  	Warrant No.: NVCW-413	Void after 3 years 
	 	 


  Issuance Date: October 15, 2020

   

  KINETA, INC. 

  WARRANT TO PURCHASE SHARES

   

  This Warrant is issued to M&M Financial, LLC (the “Holder”) by Kineta, Inc., a Washington corporation (the “Company”).

   

  1.

  Purchase of Shares.
    Subject to the terms and conditions herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company up to
    322,917 fully paid and nonassessable shares of the Company’s non-voting common stock (each a “Share” and collectively the “Shares”) at an exercise price of $0.01 per Share (such price, as adjusted from time to time pursuant
    to the terms hereof, is referred to herein as the “Exercise Price”).

   

  2.

  Exercise Period. This
    Warrant shall be exercisable, in whole or in part, during the term commencing on the issuance date of this Warrant and ending at 5 p.m. Seattle time on the earliest to occur of the following (the “Exercise Period”): (a) three (3) years
    from the Issuance Date set forth above; (b) the sale, conveyance or disposal of all or substantially all of the Company’s property or business, or the Company’s merger with or into or consolidation with any other corporation (other than a wholly-owned
    subsidiary of the Company), or any other transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, provided that this Section 2(b) shall not apply to a merger effected exclusively
    for the purpose of changing the domicile of the Company or to an equity financing in which the Company is the surviving corporation; or (c) the closing of a firm commitment underwritten public offering pursuant to a registration statement under the
    Securities Act of 1933, as amended (the “Act”).

   

  3.

  Notice of Certain
      Transactions. In the event:

   

  (a)       the Company shall set a record date for the holders of its non-voting common stock (or other stock or securities at the time deliverable
    upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive
    any other right,

   

  (b)       of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the
    Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or

   

  
     

    
      
 

  

  
   

  (c)       of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,

   

  then and in each such case, the Company will mail or cause to be mailed to the Holder, at the Holder’s address set forth above, a notice specifying, as the case may
    be, (i) the record date for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation,
    merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of non-voting common stock (or such other stock or securities at the time deliverable upon such
    reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up) are to be determined. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in
    such notice.

   

  4.

  Method of Exercise. While
    this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise from time to time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

   

  (a)       the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices; and

   

  (b)       the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.

   

  5.

  Certificates for Shares;
      Amendments of Warrants. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days
    of the delivery of the subscription notice. Upon partial exercise, the Company shall promptly issue an amended Warrant representing the remaining number of Shares purchasable thereunder. All other terms and conditions of such amended Warrant shall be
    identical to those contained herein.

   

  6.

  Issuance of Shares. The
    Company covenants (i) that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, and (ii) that
    upon exercise the Company will have sufficient authorized and unissued non-voting common stock in order to perform its obligations under this Warrant.

   

  7.

  Adjustment of Exercise Price
      and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

   

  (a)       Subdivisions, Combinations and Other Issuances. If the Company shall at any time before the expiration of this Warrant subdivide
    the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision
    or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under
    this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the
    event that no record date is fixed, upon the making of such dividend.

   

  
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  (b)       Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the
    capital stock (including because of a change of control) of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 7(a) above), then the Company shall make appropriate provision so that the Holder
    shall have the right at any time before the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in
    connection with such reclassification, reorganization, or change by a holder of the same number of Shares as were purchasable by the Holder immediately before such reclassification, reorganization, or change. In any such case appropriate provision
    shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate
    adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

   

  (c)       Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the
    Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

   

  8.

  No Fractional Shares or Scrip.
    No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

   

  9.

  Market Standoff Agreement.
    In connection with the initial public offering of Company’s securities and upon request of Company or the underwriters managing such offering of Company’s securities, Holder agrees not to sell, make any short sale of, loan, grant any option for the
    purchase of, or otherwise dispose of any Shares without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration statement; provided,



      however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company
    announces that it shall release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the
    restrictions imposed by this Section 9 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event shall the restricted period
    extend beyond 215 days after the effective date of the registration statement. The obligations described in this Section shall apply only if all officers and directors of the Company and all one percent (1%) or greater stockholders of the Company enter
    into similar agreements, shall not apply to a registration relating solely to employee benefit plans and that any discretionary waiver or termination of the restrictions of any such agreement or similar agreement by the Company or representatives of
    the underwriters shall apply to each shareholder pro rata based on the number of shares held by each such shareholder.

   

  
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  10.

  Representations of the
      Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and shareholders necessary for the sale and issuance of this Warrant have been taken.

   

  11.

  Representations and
      Warranties by the Holder. The Holder represents and warrants to the Company as follows:

   

  (a)       This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to,
    or for resale in connection with, any distribution or public offering thereof within the meaning of the Act. Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company,
    that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale.

   

  (b)       The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction
    exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment
    indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. The Holder further understands that the Warrant and the Shares have not been registered or qualified under The Securities Act of
    Washington (the “Washington Law”) by reason of their issuance in a transaction exempt from the registration or qualification requirements of the Washington Law, which exemption depends upon, among other things, the bona fide nature of the
    Holder’s investment intent expressed above.

   

  (c)       The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of
    the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith.

   

  (d)       The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.

   

  (e)       The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

   

  12.

  Restrictive Legend. The
    Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:

   

  (i)       THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH
    SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY
    IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.

   

  
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  (ii)       THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN
    AGREEMENT OR AGREEMENTS BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. SUCH TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES
    REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN
    ACCORDANCE WITH SUCH AGREEMENT.

   

  13.

  Warrants Transferable.
    Subject to compliance with the terms and conditions of this Section 12, this Warrant and all rights hereunder are transferable, without charge to the Holder (except for transfer taxes), upon surrender of this Warrant properly endorsed or accompanied by
    written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant before registration of such Warrant or Shares, the Holder agrees to give written
    notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Holder’s counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected
    without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be
    sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so
    requested, the Company, as promptly as practicable, shall notify the Holder that Holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has been
    made pursuant to this Section 12 that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made.
    Each certificate representing this Warrant or the Shares transferred in accordance with this Section 12 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid
    opinion of counsel for the Holder, such legend is not required. In order to ensure compliance with such laws, the Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

   

  14.

  No Rights as Shareholder.
    The Holder shall not be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall
    anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting
    thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or
    to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof (which are in any case non-voting) shall have become deliverable, as provided herein.

   

  
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  15.

  Notices. All notices and
    other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other
    applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one
    business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to the Holder, at the Holder’s address as set forth above, and (ii) if
    to the Company, at the address of its principal corporate offices (attention: CEO), with a copy to Tana Materi, Carney Badley Spellman, P.S., at 701 Fifth Ave., Ste. 3600, Seattle, WA 98104 (which copy shall not be deemed to constitute notice to the
    Company) or at such other address as a party may designate by ten (10) days advance written notice to the other party pursuant to the provisions above.

   

  16.

  Governing Law. This
    Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the internal laws of Washington State, without regard to the conflicts of law provisions of Washington State or of any
    other state.

   

  17.

  Rights and Obligations
      Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this
    Warrant.

   

  

  	 	KINETA, INC.
	 	 
	 	/s/ Craig Philips 
	 	Craig Philips, President


   

   

  
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  EXHIBIT A

   

  NOTICE OF EXERCISE

   

  		TO:	Kineta, Inc.

          219 Terry Avenue

          Suite 200

          Seattle, WA 98109

          Attention: CEO


   

  1.       The undersigned hereby elects to purchase  shares of non-voting common stock of Kineta, Inc. (the “Shares”)
    pursuant to the terms of the attached Warrant.

   

  2.       The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith payment in full for the purchase
    price of the shares being purchased, together with all applicable transfer taxes, if any.

   

  3.       Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified
    below:

   

  

  	 	(Name)
	 	 
	 	 
	 	 
	 	(Address)


    

  4.       The undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for
    investment and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set
    forth in Section 10 of the attached Warrant (including Section 11(e) thereof) are true and correct as of the date hereof.

   

  

  	 	 	(Signature)
	 	 	 
	 	 	(Name)
	 	 	 
	(Date)	 	(Title)


   

  
     

    
      
 

  

   

   

  EXHIBIT B

   

  FORM OF TRANSFER

    (To be signed only upon transfer of Warrant)

   

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________the right represented by the attached Warrant to
    purchase _____________   shares of non-voting common stock of KINETA, INC. to which the attached Warrant relates, and appoints _____________ Attorney to transfer such right on the books of KINETA, INC., with full power of substitution in the
    premises.

   

  Dated: ___________________

   

  

  	 	 	 	 
	 	 	(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)
	 	 	 	 
	 	 	Address:	 
	 	 	 	 
	 	 	 	 
	Signed in the presence of: