Item 5.07. Submission of Matters to a Vote of Stockholders.
At a special meeting of stockholders of Yumanity Therapeutics, Inc. (the
"Company" or "Yumanity") held on December 13, 2022 (the "Special Meeting"), the
Company's stockholders voted to approve the Company's pending merger with
Kineta, Inc. ("Kineta") and asset sale to Janssen Pharmaceutica NV ("Janssen")
(the "Transactions"). As of the date of this Current Report on Form 8-K, the
Transactions are expected to close on or around December 16, 2022, subject to
customary closing conditions.
As of November 4, 2022, the record date for the Special Meeting, there were
10,856,487 shares of Yumanity common stock, par value $0.001 per share
outstanding, each of which was entitled to one (1) vote for each proposal at the
Special Meeting. At the Special Meeting, a total of 8,463,108 shares of Yumanity
common stock, representing approximately 77.95% of the shares of Yumanity common
stock issued and outstanding and entitled to vote, were present virtually or by
proxy, constituting a quorum to conduct business.
At the Special Meeting, the Company's stockholders voted on the proposals listed
below. The proposals are described in detail in the Company's definitive proxy
statement for the Special Meeting filed with the Securities and Exchange
Commission (the "SEC") on November 10, 2022, as supplemented by the prospectus
supplement filed with the SEC on December 5, 2022 (collectively, the "Proxy
Statement"). The final results for the votes regarding each proposal are set
forth below. There were no recorded broker non-votes.
Proposal 1: Approval of the Issuance of Shares of Yumanity Common Stock in the
Merger to the Kineta Securityholders in Accordance with the Terms of the Merger
Agreement, and the Change of Control Resulting Therefrom
To approve the issuance of shares of Yumanity common stock to Kineta
securityholders in accordance with the terms of the Agreement and Plan of
Merger, dated as of June 5, 2022 and as amended on December 5, 2022, by and
among Yumanity, Yacht Merger Sub, Inc., ("Merger Sub"), and Kineta, pursuant to
which Merger Sub will merge with and into Kineta, with Kineta surviving as a
wholly-owned subsidiary of Yumanity (the "Merger"), and the change of control
resulting from the Merger.
The following votes were cast at the Special Meeting (in person or by proxy) and
the proposal was approved:
Votes
Votes For Against Abstentions
7,041,544 103,788 14,958
--------------------------------------------------------------------------------
Proposal 2: Approval of the Amendment to the Certificate of Incorporation of
Yumanity Effecting the Yumanity Reverse Stock Split
To approve the amendment to the certificate of incorporation of Yumanity to
effect a reverse stock split of Yumanity common stock, at a ratio of one (1) new
share for every five (5) to twenty (20) shares of outstanding Yumanity common
stock, with the exact ratio and effective time of the reverse stock split of
Yumanity common stock to be determined by the Yumanity board of directors.
The following votes were cast at the Special Meeting (in person or by proxy) and
the proposal was approved:
Votes
Votes For Against Abstentions
8,205,401 245,825 11,882
Proposal 3: Approval of the Issuance of Shares of Yumanity Common Stock to the
PIPE Investors in the Private Placement
To approve the issuance of shares of Yumanity common stock to certain
institutional investors in a private placement.
The following votes were cast at the Special Meeting (in person or by proxy) and
the proposal was approved:
Votes
Votes For Against Abstentions
7,009,202 135,130 15,958
Proposal 4: Approval of the Asset Purchase Agreement and the Transactions
Contemplated Thereby
To approve the Asset Purchase Agreement, dated as of June 5, 2022, by and among
Yumanity and Janssen (the "Asset Purchase Agreement"), pursuant to which
Yumanity will sell to Janssen all of Yumanity's rights, title and interest in
and to Yumanity's clinical-stage product candidate, YTX-7739, as well as
Yumanity's unpartnered preclinical and discovery-stage product candidates and
related intellectual property rights and Janssen will assume certain of
Yumanity's liabilities, for a purchase price of $26 million in cash (the "Asset
Sale").
The following votes were cast at the Special Meeting (in person or by proxy) and
the proposal was approved:
Votes
Votes For Against Abstentions
7,111,554 33,111 15,625
Proposal 5: Approval of the Kineta 2022 Equity Incentive Plan
To approve the Kineta 2022 Equity Incentive Plan.
The following votes were cast at the Special Meeting (in person or by proxy) and
the proposal was approved:
Votes
Votes For Against Abstentions
4,511,163 2,238,601 410,526
--------------------------------------------------------------------------------
Proposal 6: Advisory, Non-Binding Vote on Transactions-Related Executive
Compensation Arrangements
To consider and vote upon a proposal to approve, on a non-binding advisory vote
basis, compensation that will or may become payable by Yumanity to its named
executive officers in connection with the Merger and the Asset Sale.
The following advisory votes were cast at the Special Meeting (in person or by
proxy) and the non-binding proposal was approved:
Votes
Votes For Against Abstentions
6,375,130 346,129 439,031
The proposal to approve the adjournment of the Special Meeting to a later date
or dates, if necessary or appropriate, to solicit additional proxies if there
were insufficient votes to approve Yumanity Proposals No. 1, 2, 3 or 4, was not
voted upon at the Special Meeting since there were sufficient votes to approve
Yumanity Proposals No. 1, 2, 3 and 4.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibit furnished herewith contain
forward-looking statements, including statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
statements may be identified by words and phrases such as "aims," "anticipates,"
"believes," "could," "designed to," "estimates," "expects," "forecasts," "goal,"
"intends," "may," "plans," "possible," "potential," "seeks," "will," and
variations of these words and phrases or similar expressions that are intended
to identify forward-looking statements. These forward-looking statements
include, without limitation, statements regarding the proposed merger between
Yumanity and Kineta and the proposed asset sale to Janssen, including whether
and when the transactions will be consummated; statements about the structure,
timing and completion of the proposed transactions; the listing of the combined
company on Nasdaq after the closing of the proposed merger; expectations
regarding the ownership structure of the combined company after the closing of
the proposed merger; the expected executive officers and directors of the
combined company; the expected cash position of each of Yumanity and Kineta and
the combined company at the closing of the proposed merger; the future
operations of the combined company; the nature, strategy and focus of the
combined company; the development and commercial potential and potential
benefits of any product candidates of the combined company; the executive and
board structure of the combined company; the location of the combined company's
corporate headquarters; anticipated preclinical and clinical drug development
activities and related timelines, including the expected timing for data and
other clinical and preclinical results; Kineta having sufficient resources to
advance its pipeline; and other statements that are not historical fact. Actual
results and the timing of events could differ materially from those anticipated
in such forward-looking statements as a result of these risks and uncertainties,
which include, without limitation: (i) the risk that the conditions to the
closing of the proposed transactions are not satisfied; (ii) uncertainties as to
the timing of the consummation of the proposed transactions and the ability of
each of Yumanity, Kineta, Janssen and the institutional investors party to the
securities purchase agreement, dated as of June 5, 2022 and as amended on
October 24, 2022 and December 5, 2022, among Yumanity, Kineta and the
institutional investors, to consummate the proposed merger, asset sale or the
transactions contemplated by the securities purchase agreement, as applicable;
(iii) risks related to Yumanity's ability to manage its operating expenses and
its expenses associated with the proposed transactions pending closing;
(iv) risks related to the failure or delay in obtaining required approvals from
any governmental or quasi-governmental entity necessary to consummate the
proposed transactions; (v) the risk that as a result of adjustments to the
exchange ratio, Yumanity stockholders and Kineta shareholders could own more or
less of the combined company than is currently anticipated; (vi) risks related
to the market price of Yumanity's common stock relative to the exchange ratio;
(vii) unexpected costs, charges or expenses resulting from either or both of the
proposed transactions; (viii) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the proposed
transactions; (ix) the risk that the amount of the dividend distributed to
Yumanity stockholders in connection with the asset sale, if any, may be lower
than currently anticipated; (x) risks related to the inability of the combined
company to obtain sufficient additional capital to continue to advance these
--------------------------------------------------------------------------------
product candidates and its preclinical programs; (xi) uncertainties in obtaining
successful clinical results for product candidates and unexpected costs that may
result therefrom; (xii) risks related to the failure to realize any value from
product candidates and preclinical programs being developed and anticipated to
be developed in light of inherent risks and difficulties involved in
successfully bringing product candidates to market; and (xiii) risks associated
with the possible failure to realize certain anticipated benefits of the
proposed transactions, including with respect to future financial and operating
results. Actual results and the timing of events could differ materially from
those anticipated in such forward-looking statements as a result of these risks
and uncertainties. These and other risks and uncertainties are more fully
described in periodic filings with the SEC, including the factors described in
the section titled "Risk Factors" in Yumanity's most recent Annual or Quarterly
Report filed with the SEC, and in other filings that Yumanity makes and will
make with the SEC in connection with the proposed transactions, including the
Proxy Statement. You should not place undue reliance on these forward-looking
statements, which are made only as of the date hereof or as of the dates
indicated in the forward-looking statements. Except as required by law, Yumanity
expressly disclaims any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect any change in its
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based.
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
YUMANITY THERAPEUTICS 