4//SEC Filing
Dylla Scott J. 4
Accession 0000950170-25-092989
CIK 0001445283other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 4:20 PM ET
Size
13.0 KB
Accession
0000950170-25-092989
Insider Transaction Report
Form 4
KINETA, INC./DEKANT
Dylla Scott J.
Director
Transactions
- Disposition to Issuer
Common Stock
2025-06-30+17,794→ 0 total - Exercise/Conversion
Stock Option (Right to Buy)
2025-06-23−12,500→ 0 totalExercise: $0.61Exp: 2034-09-03→ Common Stock (12,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-06-30−20,000→ 0 totalExercise: $2.58→ Common Stock (20,000 underlying)
Footnotes (6)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 11, 2024, by and among TuHURA Biosciences, Inc. ("TuHURA"), Hura Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of TuHURA ("Merger Sub I"), Hura Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of TuHURA ("Merger Sub II,") and together with Merger Sub I, the "Merger Subs"), Kineta, Inc., a Delaware corporation ("Kineta") and Craig Philips, solely in his capacity as the representative, agent and attorney-in-fact of the stockholders of Kineta, and as amended by that certain First Amendment to Agreement and Plan of Merger, dated May 5, 2025 (as amended, the "Merger Agreement").
- [F2]This footnote is a continuation of footnote 1 above. Pursuant to the Merger Agreement, (i) Merger Sub I merged with and into Kineta (the "First Merger"), with Kineta surviving the First Merger as a wholly-owned subsidiary of TuHURA (the "Surviving Corporation"), and (ii) the Surviving Corporation merged with and into Merger Sub II (the "Second Merger" and together with the First Merger, the "Mergers"), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of TuHURA.
- [F3]At the effective time of the First Merger (the "Effective Time"), each one (1) issued and outstanding share of Kineta's common stock, par value $0.001 per share ("Kineta Common Stock"), was cancelled and converted into the right to receive 0.185298 share of common stock of TuHURA, par value $0.001 per share ("TuHURA Common Stock"). Also pursuant to the Merger Agreement, each one (1) share of Kineta Common Stock is also entitled to (i) its pro rata portion of 1,129,884 shares of TuHURA Common Stock to be issued six months following the closing of the Mergers, subject to adjustment for losses incurred or accrued during the six month period from the closing of the Mergers, and (ii) the right to its pro rata share of cash consideration received by Kineta pursuant to disposed asset payments related to legacy Kineta assets.
- [F4]At the Effective Time, each option to purchase shares of the Kineta Common Stock that was outstanding immediately prior to the Effective Time that had an exercise price per share greater than $0.64 was canceled and extinguished for no consideration.
- [F5]Pursuant to the terms of (i) the Optionholder Treatment Agreement, dated June 16, 2025, by and between Kineta, Inc. (the "Company") and the Reporting Person, and (ii) the Agreement and Plan of Merger, dated as of December 11, 2024, by and among the Company, TuHURA Biosciences, Inc., a Nevada corporation ("TuHURA"), Hura Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of TuHURA, Hura Merger Sub II, a Delaware limited liability company and a wholly owned subsidiary of TuHURA, and Craig Philips, as representative of the stockholders of the Company, and as amended by that certain First Amendment to Agreement and Plan of Merger, dated May 5, 2025, as approved by the Company's stockholders at the Special Meeting of Stockholders held on June 23, 2025, the options granted to the Reporting Person under the 2022 Equity Incentive Plan became fully vested on June 23, 2025.
- [F6]On June 25, 2025, a Form 4 was filed on behalf of the Reporting Person which had incorrect number of shares and number of derivative securities beneficially owned following reported transaction. Such Form 4 is being amended by this Form 4 to correct the misreported amounts of shares.
Documents
Issuer
KINETA, INC./DE
CIK 0001445283
Entity typeother
Related Parties
1- filerCIK 0001983555
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 4:20 PM ET
- Size
- 13.0 KB