Kineta, Inc. entered into definitive agreement to acquire Yumanity Therapeutics, Inc. (NasdaqCM:YMTX) from a group of shareholders in a reverse merger transaction on June 5, 2022. Upon completion of the proposed merger, on a pro forma basis and based upon the number of Yumanity shares to be issued in the proposed merger, current Kineta stockholders are expected to own approximately 85% of the combined company and current Yumanity stockholders are expected to own approximately 15% of the combined company. Upon closing of the proposed transaction, Yumanity Therapeutics, Inc. will be renamed Kineta, Inc., and will be headquartered in Seattle, Washington. Shawn Iadonato will serve as Chief Executive Officer and Craig Philips will serve as President of the combined company. The merger agreement provides that the Board of Directors of the combined company will comprise six members, three designated by Kineta and two designated by the current Yumanity board, in addition to the combined company's Chief Executive Officer. Yumanity may be required to pay Kineta a termination fee equal to $0.5 million. Kineta may be required to pay Yumanity a termination fee equal to $1 million.

The transaction is subject to customary closing conditions, including approval by the stockholders of Yumanity, appropriate regulatory approvals, Effectiveness of Registration Statement, Concurrent Financing, Yumanity having a minimum of $7.5 million in net cash and the listing of the Shares on the Nasdaq Capital Market. The Yumanity Board of Directors have unanimously approved the transaction. The Kineta Board of Directors has unanimously approved the definitive merger agreement with Yumanity. As of November 10, 2022, the registration statement was declared effective with respect to the transaction. The special meeting of Yumanity's stockholders is scheduled for December 13, 2022. At a special meeting of stockholders of Yumanity Therapeutics, Inc. held on December 13, 2022, Yumanity's stockholders voted to approve the deal. The transaction is expected to close in the second half of 2022. As of August 29, 2022, the transaction is expected to close during the fourth fiscal quarter of 2022. As of December 5, 2022, parties expected to close the transaction on or around December 16, 2022.

John T. Haggerty and Jean A. Lee of Goodwin Procter LLP served as legal counsel to Yumanity. Blake Ilstrup, Hari Raman, Albert W. Vanderlaan, Shana Solomon, Michael Wiesner, Sarah Schaedler, Jennifer Criss, Shannon Yavorsky, Jeanine P. McGuinness, Milana Karayanidi, Amy W Ray, Michelle Lee, Peter Elias, Aaron Howe and Christopher Escobar of Orrick, Herrington & Sutcliffe LLP served as legal counsel to Kineta. Yumanity has retained Bob Marese and John Bryan of MacKenzie Partners, Inc. to assist with the solicitation of proxies for a fee of $17,500. The transfer agent and registrar for Yumanity's common stock is American Stock Transfer & Trust Company, LLC. Needham & Company, LLC is the financial advisor and fairness opinion provider to Yumanity. Under the terms of its engagement letter with Needham & Company, Yumanity has paid or agreed to pay Needham & Company a nonrefundable fee of $0.4 million that became payable upon Needham & Company's delivery of its opinion relating to the fairness, from a financial point of view. H.C. Wainwright & Co., LLC acted as financial advisor with a service fee of $1.25 million and fairness opinion provider with a service fee of $350,000 to Kineta.

Kineta, Inc. completed the acquisition of Yumanity Therapeutics, Inc. (NasdaqCM:YMTX) from a group of shareholders in a reverse merger transaction on December 16, 2022. The combined company will operate under the name Kineta, Inc. and its shares will commence trading on The Nasdaq Capital Market under the ticker symbol “KA” on December 16, 2022. The management team of Kineta has become the management team of the combined company, led by Shawn Iadonato (Chief Executive Officer), Craig Philips (President), Keith Baker (Chief Financial Officer), Thierry Guillaudeux (Chief Scientific Officer), Pauline Kenny (General Counsel) and Jacques Bouchy (EVP Investor Relations & Business Development). The Board of Directors of the combined company has five directors, comprised of Shawn Iadonato, Raymond Bartoszek and Marion Foote, former members of the pre-combination Kineta Board of Directors, and Richard Peters and David Arkowitz, former members of the Yumanity Board of Directors.