Yumanity Therapeutics, Inc. (“Yumanity” or the “Company”) (Nasdaq:
YMTX) today announced that the registration statement on Form S-4
(the “Registration Statement”), relating to the previously
announced asset sale to Janssen Pharmaceutica NV (“Janssen”) and
merger with Kineta, Inc. (“Kineta”), has been declared effective by
the U.S. Securities and Exchange Commission.
In June 2022, the Company announced definitive agreements for
two strategic transactions. The first definitive agreement is an
asset purchase agreement for the sale of Yumanity’s lead
clinical-stage product candidate, YTX-7739, as well as Yumanity’s
unpartnered discovery-stage neuroscience product candidates and
targets to Janssen, part of the Janssen Pharmaceutical Companies of
Johnson & Johnson, for $26 million in cash. In connection with
the closing of the proposed transaction, Yumanity plans to
distribute the remaining available cash proceeds from the sale to
Yumanity stockholders via a one-time dividend, net of any amounts
retained for outstanding obligations and net cash requirements
associated with the proposed merger between Yumanity and Kineta.
The amount of such dividend will depend on many factors and will
not be determined until closer to the closing date.
Under the second definitive agreement, Kineta will become a
wholly-owned subsidiary of Yumanity in an all-stock transaction,
resulting in a combined publicly traded company re-named Kineta,
Inc., that will focus on developing next-generation immunotherapies
that address cancer immune resistance and continue Yumanity’s
ongoing research collaboration with Merck & Co. in amyotrophic
lateral sclerosis and frontotemporal lobar dementia. Upon
completion of the proposed merger, on a pro forma basis and based
upon the number of Yumanity shares to be issued in the proposed
merger, and after giving effect to a concurrent private investment
in public equity (“PIPE”) led by Growth & Value Development
Inc. for an aggregate purchase price of approximately $30.0
million, current Kineta stockholders are expected to own
approximately 68.2% of the combined company, current Yumanity
stockholders are expected to own approximately 12.0% of the
combined company, and the PIPE investors are expected to own
approximately 19.8% of the Yumanity common stock. The actual
allocation will be subject to adjustment based on each company’s
outstanding equity ownership and Yumanity’s net cash balance at the
time of the closing of the proposed merger.
Yumanity will mail the definitive proxy statement/prospectus
(the “Proxy Statement”) to stockholders of record as of the close
of business on November 4, 2022. The Proxy Statement contains a
notice and will be accompanied by a voting instruction form or a
proxy card relating to the special meeting of Yumanity's
stockholders to approve the asset sale and merger (the “Special
Meeting”) which will be held in a virtual-only format via live
audio webcast at 10:00 a.m. Eastern Time, on December 13, 2022, at
www.virtualshareholdermeeting.com/YMTX2022SM, unless postponed or
adjourned to a later date.
If the proposals at the Special Meeting are approved, the
parties anticipate that the asset sale to Janssen and merger with
Kineta will close and the combined company will commence trading on
Nasdaq under the new ticker symbol “KA” shortly thereafter, subject
to the satisfaction or waiver, as applicable, of all other closing
conditions.
Every stockholder's vote is important, regardless of the number
of shares held. Accordingly, Yumanity requests that each
stockholder complete, sign, date and return a proxy card (online or
by mail) as soon as possible to ensure that the stockholder's
shares will be represented at the Special Meeting. Stockholders who
hold shares in “street name” (i.e., those stockholders whose shares
are held of record by a broker, bank or other nominee) should
contact their broker, bank or nominee to ensure that their shares
are voted.
If any YMTX stockholder does not receive the Proxy Statement,
such stockholder should (i) confirm his or her Proxy Statement's
status with his or her broker or (ii) contact Bob Marese of
MacKenzie Partners at bmarese@mackenziepartners.com or John Bryan
of MacKenzie Partners at jbryan@mackenziepartners.com. Banks and
brokers can place a collect call to Bob Marese at 212-929-5405 or
John Bryan at 212-929-5735.
About Yumanity
Yumanity is a clinical-stage biopharmaceutical company dedicated
to accelerating the revolution in the treatment of
neurodegenerative diseases through its scientific foundation and
drug discovery platform. Yumanity’s drug discovery platform enables
the company to rapidly screen for potential disease-modifying
therapies by overcoming the toxicity of misfolded proteins
associated with neurogenerative diseases. Yumanity’s pipeline
consists of programs focused on Parkinson’s disease, Lewy body
dementia, multi-system atrophy, amyotrophic lateral sclerosis (ALS
or Lou Gehrig’s disease) and frontotemporal lobar dementia (FTLD).
For more information, please visit www.yumanity.com.
About Kineta
Kineta is a clinical-stage biotechnology company with a mission
to develop next generation immunotherapies that transform patients’
lives. Kineta has leveraged its expertise in innate immunity and is
focused on discovering and developing potentially differentiated
immunotherapies that address the major challenges with current
cancer therapy. Kineta’s lead asset is KVA12123 (formerly referred
to as KVA12.1), a VISTA blocking immunotherapy. The company plans
to initiate a Phase 1 clinical trial of KVA12123 in patients with
advanced solid tumors in the fourth quarter of 2022. Kineta has
been supported by institutional investors including CBI USA,
Genetox Co. Ltd., RLB Holdings, Yulho Co. Ltd., Humedix Co. Ltd.
and others. For more information, please visit
www.kinetabio.com.
Additional Information and Where to Find It
This press release 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, Amendment No. 2 to the
Initial Registration Statement filed with the SEC on October 24,
2022 and Amendment No. 3 to the Initial Registration Statement
filed with the SEC on November 4, 2022 (together with the Initial
Registration Statement, the “Registration Statement”), which
contains a preliminary proxy statement and prospectus. The
Registration Statement has been declared effective by the SEC on
November 10, 2022, and will be mailed to stockholders of record as
of the close of business on November 4, 2022. Investors and
securityholders of Yumanity and Kineta are urged to read these
materials when they become available because they contain important
information about Yumanity, Kineta and the proposed transactions.
This press release is not a substitute for the Registration
Statement, the Proxy Statement 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
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 press release 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 of 1933, as
amended.
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.
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, is set forth in the Proxy Statement and will be set forth
in any other relevant documents to be filed with the SEC. You may
obtain free copies of these documents as described above.
Cautionary Statements Regarding Forward-Looking
Statements
This press release contains 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,
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 transactions and the ability of each
of Yumanity, Kineta and Janssen to consummate the proposed merger
or asset sale, 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.
Yumanity Therapeutics
Investors:Burns McClellan, Inc.Lee Roth(212)
213-0006 ext. 331
MacKenzie Partners:Bob
Maresebmarese@mackenziepartners.com212-929-5405John
Bryan jbryan@mackenziepartners.com212-929-5735
Media:Burns McClellan, Inc.Robert Flamm,
Ph.D.rflamm@burnsmc.com
KinetaJacques Bouchyjbouchy@kineta.us
Source: Yumanity Therapeutics, Inc.
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