Blog: YUMANITY THERAPEUTICS, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

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 12, 2022, Kineta issued a press release announcing its
participation in the H.C. Wainwright 24th Annual Global Healthcare Conference,
to be held as a hybrid event on September 12-14, 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 Yumanity’s website at http://www.yumanity.com, on the SEC’s
website at http://www.sec.gov or by directing a request to Yumanity’s 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 Yumanity’s 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

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included in the Registration Statement and will be set forth in the definitive
proxy statement/prospectus and any other relevant documents to be filed with the
SEC. You may obtain free copies of these documents as described above.

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 proposed merger between
Yumanity and Kineta and the proposed asset sale to Janssen, including whether
and when the transactions will be consummated; statements about the structure,
timing and completion of the proposed transactions; the listing of the combined
company on Nasdaq after the closing of the proposed merger; expectations
regarding the ownership structure of the combined company after the closing of
the proposed 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 proposed 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, including the failure to
timely obtain stockholder approval for the transactions, if at all;
(ii) uncertainties as to the timing of the consummation of the proposed
transactions and the ability of each of Yumanity, Kineta and Janssen to
consummate the proposed merger or asset sale, as applicable; (iii) risks related
to Yumanity’s ability to manage its operating expenses and its expenses
associated with the proposed transactions 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 proposed transactions;
(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 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 Quarterly Report on Form 10-Q
for the quarter ended June 30, 2022 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/prospectus described under
“Important Information and Where to Find It.” 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.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit
  No.       Description

99.1          Press release, dated September 12, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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