4//SEC Filing
Arkowitz David 4
Accession 0000950170-25-092994
CIK 0001445283other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 4:21 PM ET
Size
12.1 KB
Accession
0000950170-25-092994
Insider Transaction Report
Form 4
KINETA, INC./DEKANT
Arkowitz David
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2025-06-30−12,500→ 0 totalExercise: $3.28→ Common Stock (12,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-06-30−20,000→ 0 totalExercise: $3.28→ Common Stock (20,000 underlying) - Disposition to Issuer
Common Stock
2025-06-30−16,571→ 0 total
Footnotes (5)
- [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]The number of shares of Kineta Common Stock held by the Reporting Person prior to the reported transaction has been updated to include the correct number of shares held by the Reporting Person following the merger between Kineta, Inc. and Yumanity Therapeutics, Inc., which closed on December 16, 2022.
- [F4]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.
- [F5]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.
Documents
Issuer
KINETA, INC./DE
CIK 0001445283
Entity typeother
Related Parties
1- filerCIK 0001296999
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 4:21 PM ET
- Size
- 12.1 KB