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

Item 2.02. Results of Operations and Financial Condition.

On November 14, 2022, Yumanity Therapeutics, Inc. (“Yumanity”) issued a press
release containing information about Yumanity’s results of operations for the
three and nine months ended September 30, 2022. A copy of the press release is
attached hereto as Exhibit 99.1.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, and shall not be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, except as expressly set
forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

As previously disclosed, on June 5, 2022, Yumanity entered into an Asset
Purchase Agreement (the “Asset Purchase Agreement”) with Janssen Pharmaceutica
NV (“Janssen”) (such transaction, the “Asset Sale”). 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 (such transaction, the “Merger”).

On November 10, 2022, Yumanity issued a press release announcing the
effectiveness of the registration statement on Form S-4 (the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in
connection with the proposed Asset Sale and Merger. The press release further
announced that Yumanity will hold a special meeting on December 13, 2022 at
10:00 a.m. Eastern Time for its stockholders of record at the close of business
on November 4, 2022 to vote on the proposed transactions, among other things. A
copy of the press release is attached hereto as Exhibit 99.2.

On November 14, 2022, Yumanity will send a letter to certain Yumanity
stockholders notifying them of the effectiveness of the Registration Statement
and mailing of the final proxy materials. A copy of the letter is attached
hereto as Exhibit 99.3.

The information in this Item 7.01, including Exhibit 99.2 and Exhibit 99.3
attached hereto, are being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section, and shall not be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such a filing.

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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 SEC a registration statement on Form S-4 (the “Initial
Registration Statement”), as amended by Amendment No. 1 to the Initial
Registration Statement filed with the SEC on October 3, 2022, Amendment No. 2 to
the Initial Registration Statement filed with the SEC on October 24, 2022 and
Amendment No. 3 to the Initial Registration Statement filed with the SEC on
November 4, 2022 (together with the Initial Registration Statement, the
“Registration Statement”), which contains a preliminary proxy statement and
prospectus. The Registration Statement has been declared effective by the SEC on
November 10, 2022. Yumanity subsequently filed the definitive proxy
statement/prospectus (the “Proxy Statement”) on November 10, 2022, which is
being mailed to stockholders of record as of the close of business on November
4, 2022. Investors and securityholders of Yumanity and Kineta are urged to read
these materials when they become available because they contain important
information about Yumanity, Kineta and the proposed transactions. This
communication is not a substitute for the Registration Statement, the Proxy
Statement 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 Proxy Statement and will be set forth in 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 exhibits 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; Yumanity’s cash runway;
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

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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 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

99.1     Press release issued by Yumanity Therapeutics, Inc., dated November 14,
       2022.

99.2     Press release issued by Yumanity Therapeutics, Inc., dated November 10,
       2022.

99.3     Letter to stockholders of Yumanity Therapeutics, Inc., dated November 9,
       2022.

104    The cover page from this Current Report on Form 8-K, formatted in Inline
       XBRL.







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