M&A - KINETA, INC./DE

Form Type: DEFM14A

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000119312525125501

Filing Summary: Kineta, Inc. has entered into a merger agreement with TuHURA Biosciences, Inc., which was first established on December 11, 2024, with an amendment made on May 5, 2025. The merger will occur via affiliates of TuHURA merging with Kineta, with Kineta surviving the transaction. Specific stockholder meetings are set for June 23, 2025, for both Kineta and TuHURA stockholders to vote on proposals related to the merger and associated stock adjustments. Kineta stockholders will receive shares of TuHURA common stock and additional cash considerations as part of the merger compensation arrangement, which is fixed and will not fluctuate with market prices. Additional transactions concerning the sale of certain assets have also been completed by Kineta as part of the merger preparations. The boards of directors from both companies believe the merger is in their respective best interests, and they urge stockholders to vote favorably on the merger agreement.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000095017025072035

Filing Summary: Kineta, Inc. is currently exploring strategic alternatives to maximize shareholder value, including a proposed merger with TuHURA Biosciences, Inc. The ongoing process includes options for licensing assets, asset sales, or liquidation if the merger does not finalize. As of March 31, 2025, the company positions itself with an ongoing concern regarding its liquidity, emphasizing speculative trading in its securities, which may not reflect actual value realized. The company reported current liabilities of $14.035 million against total assets of $842,000, highlighting significant financial challenges. It has initiated a thorough examination of its operational needs and strategic positioning in the market to ensure future viability and operational continuity. The risks include reliance on future funding and successful clinical trials without regulatory impediments, remaining competitive in rapidly evolving markets, and the ability to maintain regulatory compliance amid financial instability.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000095017025072703

Filing Summary: On May 15, 2025, TuHURA Biosciences, Inc. reported its financial results for the first quarter and provided updates regarding its planned merger with Kineta, Inc. The merger is intended to enhance TuHURA's portfolio, particularly by acquiring Kineta's VISTA inhibiting monoclonal antibody, KVA12123. The company aims to close the acquisition in Q2 2025, enabling the initiation of a Phase 2 trial of the VISTA inhibitor. The report emphasizes TuHURA’s clinical progress, including the initiation of a Phase 1b/2a trial of IFx-Hu2.0 as an adjunctive therapy to pembrolizumab for patients with Merkel cell carcinoma of unknown primary origin. TuHURA is also anticipating upcoming clinical milestones and has shared relevant financial information, highlighting an increase in research and development expenses.

Form Type: 425

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000095017025069822

Filing Summary: On May 13, 2025, TuHURA Biosciences, Inc. announced that its President and CEO, James A. Bianco, will present at the 3rd Annual H.C. Wainwright BioConnect Conference. During this event, TuHURA will discuss its development of novel technologies in immune-oncology and provide an overview of its Phase 3 program. Additionally, the presentation will cover the collaboration with Kineta, Inc. regarding Kineta's VISTA inhibiting monoclonal antibody program. As part of a definitive agreement signed on December 11, 2024, TuHURA aims to acquire Kineta, which includes the rights to Kineta's KVA12123 antibody, through a merger transaction, pending certain closing conditions. This merger is anticipated to close in Q2 2025.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095017025065063

Filing Summary: On May 5, 2025, TuHURA Biosciences, Inc. and Kineta, Inc. entered into a First Amendment to the previously disclosed Agreement and Plan of Merger dated December 11, 2024. This Amendment outlines the terms of the proposed Mergers, which include Kineta merging into TuHURA's subsidiary, thereby making Kineta the surviving corporation, followed by a second merger of Kineta into another subsidiary. The Amendment revises the calculations for the Initial Per Share Stock Consideration, Delayed Per Share Stock Consideration, and Per Share Cash Consideration based on various financial metrics, adjustments for liabilities, and potential losses. A significant condition for the Mergers is the completion of a Concurrent Investment yielding at least $20 million. The End Date for this transaction has been extended to June 30, 2025, allowing for possible further extensions. A Separation Agreement was also noted for TuHURA’s former Chief Scientific Officer, confirming his departure and severance terms. The details regarding future investment and stockholder interests further emphasize the complexity and implications of this transaction for both companies.

Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000095017025065122

Filing Summary: On May 5, 2025, Kineta, Inc. entered into a First Amendment to the previously disclosed Agreement and Plan of Merger dated December 11, 2024. The Amendment outlines the planned merger between Kineta and TuHURA Biosciences, where Merger Sub I will merge with Kineta, with Kineta as the surviving entity. Following this, Kineta will merge into Merger Sub II, which will be the surviving company. The Amendment revises various terms related to the Merger Consideration, which includes stock and cash considerations for Kineta shareholders. Specific details about the Initial Per Share Stock Consideration and Delayed Per Share Stock Consideration calculations are clarified in the Amendment, as well as conditions regarding the completion of the mergers, including a Concurrent Investment requirement of at least $20 million. Moreover, the End Date for the merger has been extended to June 30, 2025, from the previous April 30, 2025 deadline. This filing is significant as it updates shareholders and potential investors about the modifications to the merger agreement and related financial terms.

Form Type: 425

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000095017025063170

Filing Summary: On May 5, 2025, TuHURA Biosciences, Inc. announced the initiation of its Phase 1b/2a study of IFx-Hu2.0 as an adjunctive therapy to Keytruda® in treating metastatic Merkel Cell Carcinoma of unknown primary origin (MCCUP). This study is designed to assess safety and feasibility of IFx-Hu2.0 in patients who are not eligible for planned Phase 3 accelerated approval trials. The trial targets patients with deep-seated tumors without skin lesions, potentially expanding the addressable patient population. TuHURA also plans to initiate a Phase 3 accelerated approval trial for IFx-2.0 in early Q2 2025, following agreements with the FDA and resolution of a clinical hold. The document highlights the merger with Kineta, Inc., detailing the filing of a registration statement on Form S-4 for the proposed merger and the significance of the Joint Proxy Statement/Prospectus for investors and stakeholders. The anticipated trial outcomes and regulatory pathways are emphasized, including the FDA's engagement in potential trial structure and requirements.

Form Type: 425

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525075222

Filing Summary: On April 7, 2025, TuHURA Biosciences, Inc. announced the acceptance of abstracts for poster presentations at the upcoming 2025 AACR Annual Meeting. The abstracts include one focusing on Kineta, Inc.'s KVA12123 antibody and another on the IFx-Hu2.0 therapy for advanced melanoma. A definitive agreement was announced on December 11, 2024, in which TuHURA will acquire Kineta in a merger transaction, expected to close in Q2 2025, pending various conditions. The merger will involve cash and shares of TuHURA common stock.

Form Type: 8-K

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000095017025035463

Filing Summary: On March 7, 2025, Kineta, Inc. entered into a securities exchange agreement with an existing investor. Under this agreement, Kineta will issue 1,880,342 shares of common stock and a pre-funded warrant to purchase additional shares in exchange for certain outstanding warrants held by the investor. This transaction is part of a larger merger agreement with TuHURA Biosciences, which involves stockholder approval for the proposed transactions. The issuance of shares is exempt from SEC registration, but shares may not be sold without proper registration. Additionally, the document acknowledges the risk factors related to the merger, including potential changes to financial conditions, delays in merger completion, and other uncertainties.

Form Type: 10-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000095017025034880

Filing Summary: Kineta, Inc. underwent a merger with Yumanity Therapeutics, Inc. that was completed on December 16, 2022. This involved the merger of Kineta Operating, Inc. into Yumanity, resulting in Yumanity becoming Kineta, Inc. Following this, a reverse stock split was executed. The company is exploring strategic alternatives, including asset sales and potential liquidation or bankruptcy if the merger with TuHURA Biosciences, Inc. does not proceed. Furthermore, Kineta has reported that trading in its securities is highly speculative and advices caution to investors regarding potential risks. The overall focus remains on maximizing shareholder value through these strategic actions. Regulatory compliance, risk factors, and financial management are also key areas discussed in the filing.

Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000095017025016482

Filing Summary: Kineta, Inc. announced that on December 11, 2024, it entered into a Merger Agreement with TuHURA Biosciences, Inc., which involves multiple subsidiaries of TuHURA and arrangements made regarding asset disposals. Effective January 29, 2025, Kineta terminated its existing agreement with GigaGen, which granted rights for the CD27 drug program, resulting in a waiver of fees amounting to $180,000 and the transfer of associated intellectual property back to GigaGen. Additionally, on February 4, 2025, Kineta Chronic Pain, LLC agreed to sell certain assets related to the KCP506 program to Pacira Pharmaceuticals for $450,000 and entered into another asset purchase agreement with HCRX Investments Holdco to transfer specific intellectual property assets for a nominal fee of $1.00 while excluding several liabilities and rights. Kineta indicates ongoing communication regarding the merger and related transactions, urging stockholders from both Kineta and TuHURA to review important documentation, such as the forthcoming definitive joint proxy statement/prospectus.