--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-311158" form_type: "8-K" ticker: null cik: "0001445283" company_name: "KINETA, INC./DE" filed_at: "2022-12-22T23:59:59+00:00" generated_at: "2026-06-20T23:59:41.249267+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Kineta completes reverse merger with Yumanity, asset sale to Janssen for $26M, special dividend paid ## Summary - Asset sale to Janssen: $26M cash for YTX-7739 and preclinical assets; triggered $1.43/share special dividend paid Dec 19. - Merger closed: Kineta merges into Yumanity; former Kineta holders own 77.3%; ticker changed to KA on Nasdaq. - PIPE first tranche: $7.5M at $11.55/share; second tranche of $22.5M due March 31, 2023 at VWAP+10%. - Auditor changed from PwC to Marcum effective Dec 16, 2022; PwC's prior audit had going-concern emphasis. - Board reconstituted with Kineta CEO Shawn Iadonato, Marion Foote, Raymond Bartoszek; name change to Kineta, Inc. ## SEC filing metadata - accession: 0001193125-22-311158 - form_type: 8-K - cik: 0001445283 - company_name: KINETA, INC./DE - filed_at: 2022-12-22T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 8.01, 9.01, 2.01, 3.02, 3.03, 5.03, 4.01, 5.01, 5.02 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/d407996d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-311158 - JSON: https://secwatch.observer/filing/0001193125-22-311158.json - Plain text: https://secwatch.observer/filing/0001193125-22-311158.txt ## Key facts - Auditor Changes KINETA, INC./DE engaged Marcum LLP as its auditor. - Action: engagement - Auditor: Marcum LLP source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Auditor Changes KINETA, INC./DE dismissed PricewaterhouseCoopers LLP as its auditor. - Action: dismissal - Auditor: PricewaterhouseCoopers LLP - Successor: Marcum LLP source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Executive change Jeffery W. Kelly resigned as director at KINETA, INC./DE. - Action: resigned - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Executive change Lynne Zydowsky resigned as director at KINETA, INC./DE. - Action: resigned - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Executive change Kim C. Drapkin resigned as director at KINETA, INC./DE. - Action: resigned - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Executive change Jiyoung Hwang resigned as director at KINETA, INC./DE. - Action: resigned - Role: director source text: On November 29, 2022, Jiyoung Hwang resigned from the board of directors of Kineta, effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Executive change Raymond Bartoszek was appointed as director at KINETA, INC./DE. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Executive change N. Anthony Coles resigned as director at KINETA, INC./DE. - Action: resigned - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Executive change Cecil B. Pickett resigned as director at KINETA, INC./DE. - Action: resigned - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Executive change Shawn Iadonato was appointed as director at KINETA, INC./DE. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Executive change Marion R. Foote was appointed as director at KINETA, INC./DE. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Executive change Patricia L. Allen resigned as director at KINETA, INC./DE. - Action: resigned - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - Governance Changes KINETA, INC./DE: Amendment to certificate of incorporation to change the company's name. - Change: charter amendment source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1445283/000119312522311158/0001193125-22-311158-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.