Item 7.01 |
Regulation FD Disclosure. |
As previously disclosed, on June 5, 2022, Yumanity Therapeutics, Inc., a Delaware corporation (Yumanity), entered into an Asset Purchase
Agreement (the Asset Purchase Agreement) with Janssen Pharmaceutica NV (Janssen). Concurrently with the execution of the Asset Purchase Agreement, on June 5, 2022, Yumanity entered into an 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.
On October 27, 2022, Kineta issued a press release announcing that its Chief Scientific Officer, Thierry Guillaudeux, Ph.D., will present at the Society
for Immunotherapy of Cancer (SITC) 2022 Annual Meeting, to be held on November 8-12, 2022 onsite in Boston, Massachusetts and online. Dr. Guillaudeux will present materials focusing on developmental
progress of two of Kinetas novel immuno-oncology antibody therapeutics. A copy of the press release 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 transactions between Yumanity and Kineta and between Yumanity and Janssen. In connection with the proposed transactions, on August 29, 2022, Yumanity filed
with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form S-4 (the Initial Registration Statement), as amended by Amendment No. 1 to the Initial
Registration Statement filed with the SEC on October 3, 2022 and Amendment No. 2 to the Initial Registration Statement filed with the SEC on October 24, 2022 (together with the Initial Registration Statement, the Registration
Statement), which contains a preliminary proxy statement and prospectus. The Registration Statement has not yet become effective. Yumanity will mail the definitive proxy statement/prospectus to the Yumanity securityholders, 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 transactions. 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 transactions.
Investors and securityholders may obtain free copies of the documents filed with the SEC, once available, on
Yumanitys website at www.yumanity.com, on the SECs website at www.sec.gov or by directing a request to Yumanitys 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 transactions.