M&A - KINETA, INC./DE

Form Type: 15-12G

Filing Date: 2025-07-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525155004

Filing Summary: Kineta, Inc. has filed Form 15 to certify and notify the SEC of the termination of its registration under Section 12(g) of the Securities Exchange Act of 1934, effective June 30, 2025. This is a direct result of a merger agreement where TuHURA Biosciences, Inc. (Parent) merged with Kineta, Inc. (the Company) through their appointed subsidiaries on June 30, 2025. As per this agreement, Kineta, Inc. became a wholly owned subsidiary under the name Kineta, LLC. The filing indicates that as of the certification date, there is only one holder of record for the common stock of the company.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000095017025091820

Filing Summary: The document reports on the completion of an acquisition as per the Agreement and Plan of Merger executed on December 11, 2024, which was later amended on May 5, 2025. Kineta, Inc. merged with TuHURA Biosciences, Inc. through a two-step merger process where Kineta was first merged into a subsidiary of TuHURA and then into another subsidiary, resulting in Kineta becoming a direct wholly-owned subsidiary of TuHURA. Each share of Kineta common stock was converted into rights to receive shares of TuHURA common stock and pro-rata shares of future distributions. The merger brought about a change in control of Kineta, ceasing its independent existence and altering its trading status on the OTC Markets. The resignation of certain directors and officers occurred due to the merger, with no disagreements noted. The company will also request termination of its registration and suspend reporting obligations with the SEC.

Form Type: POS AM

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152891

Filing Summary: On June 30, 2025, Kineta, Inc. completed its mergers with TuHURA Biosciences, Inc., Hura Merger Sub I, Inc., and Hura Merger Sub II, LLC, pursuant to an Agreement and Plan of Merger dated December 11, 2024. The mergers resulted in Kineta, Inc. becoming a wholly-owned subsidiary of TuHURA, with the name changed to Kineta, LLC. The mergers led to the termination of offerings contemplated by the previously filed Registration Statements, and all unsold securities registered under these statements have been deregistered accordingly. The Registrant certifies compliance with Form S-3 requirements, ensuring all necessary filings and certifications were completed properly.

Form Type: POS AM

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152897

Filing Summary: On June 30, 2025, Kineta, Inc. completed its merger with TuHURA Biosciences, Inc., including its subsidiaries Hura Merger Sub I, Inc. and Hura Merger Sub II, LLC, according to the merger agreement established on December 11, 2024. The first merger involved Merger Sub I merging with Kineta, Inc., with Kineta becoming a wholly-owned subsidiary of TuHURA. Following this, Kineta merged into Merger Sub II. Consequently, the mergers led to the termination of all offerings contemplated by the Registration Statements, which resulted in the deregistration of all unsold securities under these statements. This post-effective amendment to the Registration Statements is filed to officially deregister the unsold securities as required by the Securities Act of 1933.

Form Type: POS AM

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152902

Filing Summary: On June 30, 2025, Kineta, Inc. completed mergers with TuHURA Biosciences, Inc., and its wholly owned subsidiaries, Hura Merger Sub I, Inc. and Hura Merger Sub II, LLC. This follows the terms outlined in the Agreement and Plan of Merger dated December 11, 2024, and its First Amendment dated May 5, 2025. The First Merger merged Merger Sub I with and into Kineta, with Kineta surviving as a wholly-owned subsidiary of TuHURA. The Surviving Corporation then merged into Merger Sub II, which survives as a wholly-owned subsidiary of TuHURA named Kineta, LLC. Consequently, the offerings outlined in multiple registration statements have been terminated, and the document serves to deregister all unsold securities from these statements as of the effective time of the mergers.

Form Type: POS AM

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152908

Filing Summary: On June 30, 2025, Kineta, Inc. completed its mergers with TuHURA Biosciences, Inc., Hura Merger Sub I, Inc., and Hura Merger Sub II, LLC, as per the Agreement and Plan of Merger dated December 11, 2024. This resulted in Kineta, Inc. becoming a wholly-owned subsidiary of TuHURA, thereby changing its name to Kineta, LLC. The Mergers led to the termination of offerings under previously filed Registration Statements, resulting in the deregistration of all unsold securities as of the effective time of the Mergers. The Registrant has complied with the necessary filings to reflect these changes and deregistrations.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152900

Filing Summary: On June 30, 2025, Kineta, Inc., now a wholly-owned subsidiary of TuHURA Biosciences, Inc., completed a merger process involving Hura Merger Sub I, Inc. and Hura Merger Sub II, LLC. The registration statements for common stock associated with several incentive plans are being amended to remove unsold securities following the merger's effective time. The registration codes mentioned reflect multiple S-8 filings which included shares reserved for various equity plan options and are now terminated due to the mergers that merged Kineta, Inc. into TuHURA.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152905

Filing Summary: On June 30, 2025, Kineta, Inc. completed its mergers with TuHURA Biosciences, Inc., Hura Merger Sub I, Inc., and Hura Merger Sub II, LLC. The mergers involved Merger Sub I merging with Kineta, Inc., making Kineta a wholly-owned subsidiary of TuHURA, followed by a second merger where the surviving corporation merged with Merger Sub II. As a result of these mergers, the offerings under various previously filed Registration Statements on Form S-8 have been terminated effective June 30, 2025. The document also includes a deregistration of all shares of the Registrant's common stock that remain unissued under these Registration Statements. The Registrant confirmed compliance with the requirements for filing on Form S-8 and authorized these Post-Effective Amendments.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152909

Filing Summary: On June 30, 2025, Kineta, Inc., now a wholly-owned subsidiary of TuHURA Biosciences, Inc., completed its mergers under the terms of a Merger Agreement dated December 11, 2024. The first merger involved Hura Merger Sub I merging with Kineta, Inc., making it a wholly-owned subsidiary of TuHURA. The second merger resulted in the surviving entity, Hura Merger Sub II, LLC, continuing under the name Kineta, LLC. Consequently, all securities registered under prior S-8 Registration Statements have been deregistered effective on the merger date, ending any ability to offer these shares to shareholders. The filing serves to formally document the termination of the offerings associated with the registration statements and deregister any unissued shares due to these mergers.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152911

Filing Summary: On June 30, 2025, Kineta, Inc., now operating as Kineta, LLC following a merger, completed previously announced mergers with TuHURA Biosciences, Inc. and its subsidiaries. This transaction is part of a planned merger structure set forth in an Agreement and Plan of Merger dated December 11, 2024, including amendments made on May 5, 2025. The merger structure comprises two phases: the first merger of Merger Sub I into the Registrant, with the Registrant continuing as a subsidiary of TuHURA, followed by the second merger where the surviving entity merges into Merger Sub II. As a result of the mergers, all offerings outlined in previous Registration Statements have been terminated, leading to the deregistration of all unsold securities under these statements as of June 30, 2025.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152913

Filing Summary: On June 30, 2025, Kineta, Inc., as part of its merger with TuHURA Biosciences, Inc., completed the merger process, resulting in Kineta, LLC becoming the successor entity. This merger involved two parts: first, Merger Sub I merged with and into Kineta, Inc., which continued as a wholly-owned subsidiary of TuHURA, and then Merger Sub II merged with and into the Surviving Corporation. Following these mergers, all offerings under the previous Registration Statements have been terminated. The document serves as a post-effective amendment to deregister securities that were registered but remained unsold at the effective time of the mergers. The Registrant maintains compliance with the Securities Act of 1933 and certifies that it has reasonable grounds for the filing made through this document.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152914

Filing Summary: On June 30, 2025, Kineta, Inc. completed mergers with TuHURA Biosciences, Inc. and its wholly-owned subsidiaries, resulting in Kineta becoming Kineta, LLC. The mergers included the termination of offerings under previously filed Registration Statements on Form S-8. All shares of Kineta's common stock remaining unissued under the Registration Statements have been deregistered as of the effective time of the mergers. The filing serves as a post-effective amendment detailing the deregistration of these securities as required under the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152918

Filing Summary: On June 30, 2025, KINETA, INC. completed its previously announced mergers with TuHURA Biosciences, Inc. and its subsidiaries. The mergers involved two significant transactions: first, Merger Sub I merged with and into KINETA, INC., making KINETA a wholly-owned subsidiary of TuHURA, and second, the surviving entity merged with Merger Sub II, resulting in the formation of Kineta, LLC. As a result of these mergers, all offerings under the existing S-8 registration statements have been terminated. The registration statements have been amended to reflect the deregistration of any unsold securities as of the mergers' effective time. This document serves as a post-effective amendment reflecting these changes and the completion of the merger process.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152922

Filing Summary: On June 30, 2025, Kineta, Inc., now operating as Kineta, LLC following a merger, filed a Post-Effective Amendment to deregister all shares of common stock remaining unissued under multiple Registration Statements on Form S-8. This action follows the completion of mergers involving TuHURA Biosciences, Inc. and its subsidiaries, which took place effective on the same date. The filing indicates the termination of the offerings previously contemplated by the Registration Statements as a result of the mergers. The document reflects the regulatory compliance steps taken in connection with the completed mergers and outlines the specific securities being deregistered.

Form Type: S-8 POS

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525152925

Filing Summary: On June 30, 2025, Kineta, Inc. completed mergers with TuHURA Biosciences, Inc. and its subsidiaries. Under the terms of the Agreement and Plan of Merger dated December 11, 2024, the first merger involved Merger Sub I merging with Kineta, leading to Kineta becoming a wholly-owned subsidiary of TuHURA. The second merger resulted in the surviving corporation merging into Merger Sub II, with Merger Sub II retaining the name Kineta, LLC. As a result of these mergers, the offerings previously registered under various Form S-8 statements have been terminated, and the document serves to deregister all remaining unissued shares of Kineta's common stock under those statements. The mergers were officially recognized and completed as of June 30, 2025, along with the removal of any unsold securities from registration as of the effective time of the mergers.

Form Type: 425

Filing Date: 2025-06-24

Corporate Action: Merger

Type: Update

Accession Number: 000095017025089132

Filing Summary: On June 23, 2025, TuHURA Biosciences, Inc. and Kineta, Inc. announced that their respective stockholders approved all proposals related to their merger. The special meetings resulted in significant decisions: TuHURA stockholders approved an increase in authorized shares from 75 million to 200 million and a reincorporation from Nevada to Delaware. Kineta’s stockholders also approved the merger with TuHURA. The merger involves two phases: a first merger where Hura Merger Sub I, Inc. will merge into Kineta, making Kineta the surviving entity, followed by a second merger with Hura Merger Sub II. The companies expect to close the merger soon after meeting all conditions. A definitive joint proxy statement was mailed to stockholders detailing these proposals and the merger.

Form Type: 8-K

Filing Date: 2025-06-24

Corporate Action: Merger

Type: Update

Accession Number: 000095017025089443

Filing Summary: On June 23, 2025, Kineta, Inc. held a Special Meeting of Stockholders to vote on three proposals related to a merger with TuHURA Biosciences, Inc. Stockholders voted to adopt the Merger Agreement, with 7,317,175 shares in favor, 45,968 against, and 78,306 abstaining. An advisory vote on Mergers-related compensation for executive officers was also approved, with 6,838,347 votes for and 283,607 against. The meeting did not move forward with a proposal to adjourn. The confirmation of the merger was conducted under the Agreement and Plan of Merger dated December 11, 2024. A joint press release announcing the voting results was issued the same day.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525137145

Filing Summary: On June 2, 2025, TuHURA Biosciences, Inc. and investors entered into a securities purchase agreement under which TuHURA agreed to issue 4.76 million shares of common stock and warrants in a private placement raising approximately $12.6 million. The effective offering price was set at $2.65 per share. Purchasers will buy shares in four tranches based on conditions tied to the FDA lifting a clinical hold and the initiation of a Phase 3 trial. Notably, part of the proceeds will be allocated to cash requirements for the closing of the proposed merger with Kineta, Inc. The company plans to file a registration statement for the resale of the securities within 60 days of the initial closing. Additional information on the merger with Kineta was addressed, including the effectiveness of a registration statement and proxy statement, which were essential for both companies' shareholders. The document outlines significant risks and forward-looking information related to the merger and noted that this Form 8-K is not a substitute for the definitive joint proxy statement or any other related materials. TuHURA anticipates utilizing the funds from this offering for closing the merger with Kineta, among other corporate purposes.

Form Type: 425

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000095017025080612

Filing Summary: On June 3, 2025, TuHURA Biosciences, Inc. announced a definitive securities purchase agreement resulting in a $12.5 million equity financing. The funding, which encompasses commitments for both shares and warrants, supports TuHURA's pipeline initiatives, including a planned Phase 3 trial of IFx-2.0 and the acquisition of Kineta, Inc. This merger is contingent on the achievement of specific funding milestones. Additionally, TuHURA has secured an extra $3.0 million through warrant exercises which further finances the planned merger with Kineta, alongside developing Kineta’s VISTA-inhibiting antibody for a Phase 2 trial. The closing of the proposed merger is projected for late July 2025, pending the successful completion of the required milestones and regulatory conditions. This financing is critical for advancing TuHURA's oncology treatments and achieving operational goals post-merger.

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.