Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 14, 2022, Yumanity Therapeutics, Inc., a Delaware corporation
("Yumanity"), completed its previously announced sale of all of its rights,
title and interest in and to clinical-stage product candidate YTX-7739 as well
as Yumanity's unpartnered pre-clinical and discovery-stage product candidates
and related intellectual property rights to Janssen Pharmaceutica NV ("Janssen")
for a purchase price of $26,000,000 in cash (the "Asset Sale") pursuant to the
Asset Purchase Agreement between Yumanity and Janssen dated June 5, 2022.
Item 8.01. Other Events.
As previously announced, Yumanity has declared a special cash dividend (the
"Special Dividend") to its stockholders of record as of the close of business on
December 15, 2022 (the "Dividend Record Date") in connection with the Asset Sale
and previously announced pending merger with Kineta, Inc. (the "Merger"). The
Yumanity board of directors has determined that the amount of such Special
Dividend will be $1.43 per share of Yumanity common stock. The Special Dividend
will be payable on December 19, 2022 to stockholders of record as of the
Dividend Record Date. The ex-dividend date for payment of the Special Dividend
will be December 16, 2022. Payment of the Special Dividend remains conditioned
upon the closing of the Merger.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibit furnished herewith contain
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 Merger between Yumanity
and Kineta, including whether and when the Merger will be consummated;
statements about the structure, timing and completion of the Merger; the listing
of the combined company on Nasdaq after the closing of the Merger; expectations
regarding the ownership structure of the combined company after the closing of
the 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 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; (ii) uncertainties as to the timing of the
consummation of the proposed transactions and the ability of each of Yumanity,
Kineta and the institutional investors party to the securities purchase
agreement, dated as of June 5, 2022 and as amended on October 24, 2022 and
December 5, 2022, among Yumanity, Kineta and the institutional investors, to
consummate the Merger, asset sale or the transactions contemplated by the
securities purchase agreement, as applicable; (iii) risks related to Yumanity's
ability to manage its operating expenses and its expenses associated with the
Merger 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 Merger; (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
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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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company hereby undertakes to furnish supplementally copies
of any of the omitted exhibits and schedules upon request by the SEC; provided,
however, that the Company may request confidential treatment pursuant to Rule
24b-2 the Securities Exchange Act of 1934, as amended, for any exhibits or
schedules so furnished.
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