Item 7.01 Regulation FD Disclosure.
As previously disclosed, on June 5, 2022, Yumanity Therapeutics, Inc., a
Delaware corporation ("Yumanity"), entered into the Agreement and Plan of Merger
with Kineta, Inc., a Washington corporation ("Kineta") and Yacht Merger Sub,
Inc., a Washington corporation and wholly-owned subsidiary of Yumanity (such
transaction, the "Merger").
On July 18, 2022, Kineta presented materials regarding Kineta and its pipeline
at the Opal Investment Conference in Rhode Island. Kineta intends to present
such materials at additional investor conferences throughout the third quarter
of 2022. A copy of the slide presentation is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished, shall not be deemed "filed" for any purpose, and shall not be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended (the "Securities Act") or the Securities Exchange Act of 1934, as
amended, except as expressly set forth by specific reference in such a filing.
Important Information and Where to Find It
This communication may be deemed to be solicitation material with respect to the
proposed transaction between Yumanity and Kineta. In connection with the
proposed transaction, Yumanity intends to file relevant materials with the U.S.
Securities and Exchange Commission (the "SEC"), including a registration
statement on Form S-4 that will contain a prospectus and a proxy statement.
Yumanity will mail the proxy statement/prospectus to the Yumanity stockholders,
and the securities may not be sold or exchanged until the registration statement
becomes effective. Investors and securityholders of Yumanity and Kineta are
urged to read these materials when they become available because they will
contain important information about Yumanity, Kineta and the proposed
transaction. This communication is not a substitute for the registration
statement, definitive proxy statement/prospectus or any other documents that
Yumanity may file with the SEC or send to securityholders in connection with the
proposed transaction. Investors and securityholders may obtain free copies of
the documents filed with the SEC, once available, on Yumanity's website at
www.yumanity.com, on the SEC's website at www.sec.gov or by directing a request
to Yumanity's Investor Relations at (212) 213-0006 ext. 331.
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
Participants in the Solicitation
Each of Yumanity, Kineta and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of Yumanity in connection with the proposed transaction.
Information about the executive officers and directors of Yumanity is set forth
in Yumanity's Definitive Proxy Statement on Schedule 14A relating to the 2022
Annual Meeting of Stockholders, filed with the SEC on April 25, 2022. Other
information regarding the interests of such individuals, who may be deemed to be
participants in the solicitation of proxies for the stockholders of Yumanity,
will be set forth in the proxy statement/prospectus, which will be included in
Yumanity's registration statement on Form S-4 when it is filed with the SEC. You
may obtain free copies of these documents as described above.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibit furnished herewith contain
forward-looking statements based upon the current expectations of Yumanity and
Kineta. Forward-looking statements involve risks and uncertainties and include,
but are not limited to, statements about the structure, timing and completion of
the proposed transaction; 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
transaction are not satisfied, including the failure to timely obtain
stockholder approval for the transactions, if at all; (ii) uncertainties as to
the timing of the consummation of the proposed transaction and the ability of
each of Yumanity and Kineta to consummate the proposed Merger; (iii) risks
related to Yumanity's ability to manage its operating expenses and its expenses
associated with the proposed transaction 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 transaction;
(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 transaction;
(viii) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed transaction;
(ix) the risk that the amount of the dividend distributed to Yumanity
stockholders in connection with its previously announced 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 transaction, 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 Quarterly Report on
Form 10-Q for the quarter ended March 31, 2022 filed with the SEC, and in other
filings that Yumanity makes and will make with the SEC in connection with the
proposed transaction. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Presentation Slides, dated July 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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