On November 10, 2022 Yumanity Therapeutics, Inc. ("Yumanity" or the "Company") (Nasdaq: YMTX) reported 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 (Press release, Kineta, NOV 10, 2022, View Source;utm_medium=rss&utm_campaign=kineta-announces-effectiveness-of-registration-statement-on-form-s-4-in-connection-with-proposed-reverse-merger-with-yumanity-therapeutics-ymtx [SID1234623730]).
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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 [email protected] or John Bryan of MacKenzie Partners at [email protected]. Banks and brokers can place a collect call to Bob Marese at 212-929-5405 or John Bryan at 212-929-5735.