4//SEC Filing
Drapkin Kimberlee C 4
Accession 0000950170-25-093062
CIK 0001445283other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 4:33 PM ET
Size
9.6 KB
Accession
0000950170-25-093062
Insider Transaction Report
Form 4
KINETA, INC./DEKANT
Drapkin Kimberlee C
Director
Transactions
- Disposition to Issuer
Common Stock
2025-06-30−13,794→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-06-30−20,000→ 0 totalExercise: $2.58→ Common Stock (20,000 underlying)
Footnotes (4)
- [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.
Documents
Issuer
KINETA, INC./DE
CIK 0001445283
Entity typeother
Related Parties
1- filerCIK 0001340881
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 4:33 PM ET
- Size
- 9.6 KB