secwatch / observer
8-K filed December 22, 2022, 6:59 PM ET CIK 0001445283
M&A confidence high sentiment neutral materiality 0.90

KINETA, INC./DE: auditor change — Kineta completes reverse merger with Yumanity, asset sale to Janssen for $26M, special dividend paid

KINETA, INC./DE

item 8.01item 9.01item 2.01item 3.02item 3.03item 5.03item 4.01item 5.01item 5.02

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Jeffery W. Kelly

director
KINETA, INC./DE
Effective
2022-12-16
Filed
December 22, 2022, 6:59 PM ET
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
Departed

Lynne Zydowsky

director
KINETA, INC./DE
Effective
2022-12-16
Filed
December 22, 2022, 6:59 PM ET
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
Departed

Kim C. Drapkin

director
KINETA, INC./DE
Effective
2022-12-16
Filed
December 22, 2022, 6:59 PM ET
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
Departed

Jiyoung Hwang

director
KINETA, INC./DE
Effective
2022-11-29
Filed
December 22, 2022, 6:59 PM ET
On November 29, 2022, Jiyoung Hwang resigned from the board of directors of Kineta, effective immediately.
Appointed

Raymond Bartoszek

director
KINETA, INC./DE
Effective
2022-12-16
Filed
December 22, 2022, 6:59 PM ET
on December 16, 2022, effective at the Effective Time, the following individuals were appointed to the Board as directors in the classes set forth below: Shawn Iadonato, Ph.D., Marion R. Foote, M.B.A. and Raymond Bartoszek, M.B.A.
Departed

N. Anthony Coles

director
KINETA, INC./DE
Effective
2022-12-16
Filed
December 22, 2022, 6:59 PM ET
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
Departed

Cecil B. Pickett

director
KINETA, INC./DE
Effective
2022-12-16
Filed
December 22, 2022, 6:59 PM ET
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
Appointed

Shawn Iadonato

director
KINETA, INC./DE
Effective
2022-12-16
Filed
December 22, 2022, 6:59 PM ET
on December 16, 2022, effective at the Effective Time, the following individuals were appointed to the Board as directors in the classes set forth below: Shawn Iadonato, Ph.D., Marion R. Foote, M.B.A. and Raymond Bartoszek, M.B.A.
Appointed

Marion R. Foote

director
KINETA, INC./DE
Effective
2022-12-16
Filed
December 22, 2022, 6:59 PM ET
on December 16, 2022, effective at the Effective Time, the following individuals were appointed to the Board as directors in the classes set forth below: Shawn Iadonato, Ph.D., Marion R. Foote, M.B.A. and Raymond Bartoszek, M.B.A.
Departed

Patricia L. Allen

director
KINETA, INC./DE
Effective
2022-12-16
Filed
December 22, 2022, 6:59 PM ET
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board

Key facts

Extracted from this filing and checked against the source text.

Auditor Changes SEC 8-K Item 4.01/4.02 confidence 0.9

KINETA, INC./DE engaged Marcum LLP as its auditor.

Action
engagement
Auditor
Marcum LLP
Exact text from the filing
On December 16, 2022, the Audit Committee of the Board approved the appointment of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2022.
View on SEC.gov
Auditor Changes SEC 8-K Item 4.01/4.02 confidence 0.9

KINETA, INC./DE dismissed PricewaterhouseCoopers LLP as its auditor.

Action
dismissal
Auditor
PricewaterhouseCoopers LLP
Successor
Marcum LLP
Exact text from the filing
PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm prior to the Merger, was informed on December 16, 2022 that it was dismissed as the Company’s independent registered public accounting firm.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jeffery W. Kelly resigned as director at KINETA, INC./DE.

Action
resigned
Role
director
Exact text from the filing
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Lynne Zydowsky resigned as director at KINETA, INC./DE.

Action
resigned
Role
director
Exact text from the filing
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Kim C. Drapkin resigned as director at KINETA, INC./DE.

Action
resigned
Role
director
Exact text from the filing
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jiyoung Hwang resigned as director at KINETA, INC./DE.

Action
resigned
Role
director
Exact text from the filing
On November 29, 2022, Jiyoung Hwang resigned from the board of directors of Kineta, effective immediately.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Raymond Bartoszek was appointed as director at KINETA, INC./DE.

Action
appointed
Role
director
Exact text from the filing
on December 16, 2022, effective at the Effective Time, the following individuals were appointed to the Board as directors in the classes set forth below: Shawn Iadonato, Ph.D., Marion R. Foote, M.B.A. and Raymond Bartoszek, M.B.A.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

N. Anthony Coles resigned as director at KINETA, INC./DE.

Action
resigned
Role
director
Exact text from the filing
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Cecil B. Pickett resigned as director at KINETA, INC./DE.

Action
resigned
Role
director
Exact text from the filing
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Shawn Iadonato was appointed as director at KINETA, INC./DE.

Action
appointed
Role
director
Exact text from the filing
on December 16, 2022, effective at the Effective Time, the following individuals were appointed to the Board as directors in the classes set forth below: Shawn Iadonato, Ph.D., Marion R. Foote, M.B.A. and Raymond Bartoszek, M.B.A.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Marion R. Foote was appointed as director at KINETA, INC./DE.

Action
appointed
Role
director
Exact text from the filing
on December 16, 2022, effective at the Effective Time, the following individuals were appointed to the Board as directors in the classes set forth below: Shawn Iadonato, Ph.D., Marion R. Foote, M.B.A. and Raymond Bartoszek, M.B.A.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Patricia L. Allen resigned as director at KINETA, INC./DE.

Action
resigned
Role
director
Exact text from the filing
In accordance with the Merger Agreement, at or prior to the effective time of the Merger, N. Anthony Coles, M.D., Patricia L. Allen, Kim C. Drapkin, CPA, Jeffery W. Kelly, Ph.D., Cecil B. Pickett, Ph.D. and Lynne Zydowsky, Ph.D. resigned from the Board
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

KINETA, INC./DE: Amendment to certificate of incorporation to effect a 1-for-7 reverse stock split (effective 2022-12-16).

Change
charter amendment
Effective
2022-12-16
Exact text from the filing
On December 16, 2022, prior to the closing of the Merger, the Company filed the Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

KINETA, INC./DE: Amendment to certificate of incorporation to change the company's name.

Change
charter amendment
Exact text from the filing
Immediately following the closing of the Merger, the Company filed an amendment to the certificate of incorporation with the Secretary of State of the State of Delaware to effect the Name Change (the “Name Change Amendment”).
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

KINETA, INC./DE completed a disposition involving Janssen Pharmaceutica NV for $26.0 million in cash (closed 2022-12-14).

Action
disposition
Counterparty
Janssen Pharmaceutica NV
Consideration
$26.0 million in cash
Closing
2022-12-14
Exact text from the filing
In connection with the Asset Sale, the Company sold to Janssen all of its rights, title and interest in and to clinical-stage product candidate YTX-7739 as well as the Company’s unpartnered pre-clinical and discovery-stage product candidates and related intellectual property rights for a purchase price of $26.0 million in cash.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

KINETA, INC./DE underwent a change of control involving Kineta Operating, Inc. (formerly known as Kineta, Inc.) (closed 2022-12-16).

Action
change of control
Counterparty
Kineta Operating, Inc. (formerly known as Kineta, Inc.)
Closing
2022-12-16
Exact text from the filing
Immediately after the consummation of the Merger, based on the Exchange Ratio, and after giving effect to the initial issuance of Company Common Stock pursuant to the Private Placement, there were approximately 9.8 million shares of Company Common Stock outstanding on a fully diluted basis (excluding outstanding options, warrants and similar contracts), of which (i) the former shareholders of Kineta owned approximately 77.3% of the Company Common Stock, (ii) the former stockholders of the Company owned approximately 16.1% of the Company Common Stock and (iii) the PIPE Investors owned approximately 6.7% of the Company Common Stock.
View on SEC.gov

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Source: SEC EDGAR
accession 0001193125-22-311158
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