Item 7.01 |
Regulation FD Disclosure. |
As previously disclosed, on June 5, 2022, Yumanity Therapeutics, Inc., a Delaware corporation (Yumanity), entered into an Asset Purchase
Agreement (the Asset Purchase Agreement) with Janssen Pharmaceutica NV (Janssen). Concurrently with the execution of the Asset Purchase Agreement, on June 5, 2022, Yumanity entered into an Agreement and Plan of Merger
with Kineta, Inc., a Washington corporation (Kineta), and Yacht Merger Sub, Inc., a Washington corporation and wholly-owned subsidiary of Yumanity.
On September 14, 2022, Kineta issued a press release announcing that Thierry Guillaudeux, Ph.D., Kinetas Chief Scientific Officer, has been invited to
present at the 2nd Annual VISTA Virtual Symposium, to be held as a virtual event on September 23, 2022. The press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed filed for any purpose, and
shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act) or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such
a filing.
Important Information and Where to Find It
This communication may be deemed to be solicitation material with respect to the proposed transactions between Yumanity and Kineta and between Yumanity and
Janssen. In connection with the proposed transactions, on August 29, 2022, Yumanity filed with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form S-4 (the
Registration Statement), which contains a preliminary proxy statement and prospectus. The Registration Statement has not yet become effective. Yumanity will mail the definitive proxy statement/prospectus to the Yumanity securityholders,
and the securities may not be sold or exchanged until the Registration Statement becomes effective. Investors and securityholders of Yumanity and Kineta are urged to read these materials when they become available because they will contain important
information about Yumanity, Kineta and the proposed transactions. This communication is not a substitute for the Registration Statement, definitive proxy statement/prospectus or any other documents that Yumanity may file with the SEC or send to
securityholders in connection with the proposed transactions.
Investors and securityholders may obtain free copies of the documents filed with the SEC,
once available, on Yumanitys website at www.yumanity.com, on the SECs website at www.sec.gov or by directing a request to Yumanitys Investor Relations at (212) 213-0006 ext. 331.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Participants in the Solicitation
Each of Yumanity, Kineta and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of Yumanity in connection with the proposed transactions. Information about the executive officers and directors of Yumanity is set forth in Yumanitys Definitive Proxy Statement on Schedule 14A relating to the 2022 Annual Meeting
of Stockholders, filed with the SEC on April 25, 2022. Other information regarding the interests of such individuals, who may be deemed to be participants in the solicitation of proxies for the stockholders of Yumanity, is set forth in the
preliminary proxy statement/prospectus