Kineta buying hash

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Kineta buying hash

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Kineta buying hash

FORM 8-K. Pursuant to Section 13 or 15 d. Date of report Date of earliest event reported : October 24, Exact Name of Registrant as Specified in Charter. IRS Employer. Identification No. Boston, MA. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions see General Instruction A. Securities registered pursuant to Section 12 b of the Act:. Title of each class. Name of exchange. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 a of the Exchange Act. Explanatory Note. As previously disclosed, on June 5, , Yumanity Therapeutics, Inc. The Warrants were issued by Kineta and will be treated in the same manner as all other outstanding warrants of Kineta at the effective time of the Merger, as described in the Registration Statement as defined below , and will receive a portion of the consideration allocated to other Kineta securityholders under the terms of the Merger Agreement. For the avoidance of doubt, the Warrants are not issued by Yumanity. Amendment to Registration Rights Agreement. Yumanity has also agreed, among other things, to indemnify the PIPE Investors and their respective directors, officers, stockholders, members, partners, employees and agents, and each person who controls such PIPE Investor, from certain liabilities and to pay certain expenses incurred by Yumanity in connection with the registration of the shares issued in the Private Placement. The foregoing descriptions of the Securities Purchase Agreement Amendment, the Warrants, the Registration Rights Agreement Amendment and the transactions contemplated thereby are not complete and are subject to, and qualified in their entirety by reference to, the text of the Securities Purchase Agreement Amendment, the Warrants and the Registration Rights Agreement Amendment, forms of which are included as Exhibit 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. The Registration Statement has not yet become 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 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. You may obtain free copies of these documents as described above. This Current Report 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 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. 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. 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. Financial Statements and Exhibits. Certain exhibits have been omitted pursuant to Item b 2 of Regulation S-K. A copy of any omitted exhibit will be furnished to the SEC upon request. Pursuant to the requirements of the Securities Exchange Act of , as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. This Amendment No. Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the PIPE Agreement. In consideration of the mutual promises, covenants and conditions hereinafter set forth, the Company, the Purchasers and Kineta solely for purposes of Sections 2, 4 and 5 hereof mutually agree as follows:. Section 1. Kineta Warrants. Concurrently with the execution and delivery of this Amendment, Kineta shall deliver to each Purchaser, and each Purchaser shall deliver to Kineta, a Stock Purchase Warrant in the form attached hereto as Exhibit B , duly executed by such party, on the terms set forth below:. Defined Terms; Effectiveness and Effect of Amendment. All provisions and terms of the PIPE Agreement not specifically altered by this Amendment shall remain in full force and effect. Governing Law. The validity, interpretation, construction and performance of this Amendment, and all acts and transactions pursuant hereto and the rights and obligations of the Company, the Purchasers and Kineta shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of such together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail including. The parties have executed this Amendment No. Exhibit Warrant No. Number of Shares:. Kineta, Inc. Number of Shares. Acknowledgement and Consent to Assumption. The Company and the undersigned Registered Holder hereby acknowledge and agree that, in accordance with Section 5. The Registered Holder hereby irrevocably consents to the adoption of this Warrant by Yumanity in accordance with the terms of the Merger Agreement, contingent and effective upon the Effective time. In connection with the closing of the Merger as defined in the Merger Agreement and the assumption of this Warrant by Yumanity, the Registered Holder hereby agrees to execute and deliver to the Company and Yumanity all transaction documents related to the assumption of this Warrant, including an amended form of warrant and other ancillary agreements, with customary representations and warranties and transfer restrictions applicable to all holders of warrants issued on substantially similar terms. The Purchase Price may be paid by cash, check, wire transfer, or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 3 a. At such time, the person or persons in whose name or names any notices of issuance for Warrant Stock shall be issuable upon such exercise as provided in Section 3 d shall be deemed to have become the holder or holders of record of the Warrant Stock referred to in such notices of issuance. The number of shares of Warrant Stock purchasable under this Warrant at the date of such calculation. The fair market value of one share of Warrant Stock at the date of such calculation. The Purchase Price as adjusted to the date of such calculation. C if neither A nor B is applicable, the fair market value of Warrant Stock shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer not a current employee or director for shares of Warrant Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company is at such time subject to an acquisition as described in Section 7 b , in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of such stock pursuant to such acquisition. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten 10 days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder upon payment by such Holder of any applicable transfer taxes may direct:. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing i an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by ii the Purchase Price in effect immediately after such adjustment. In case there occurs any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant or any similar corporate reorganization on or after the date hereof , then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Section 4. When any adjustment is required to be made in the Warrant Stock or the Purchase Price pursuant to this Section 4, the Company shall promptly mail to the Registered Holder a certificate setting forth i a brief statement of the facts requiring such adjustment, ii the Purchase Price after such adjustment and iii the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment. Each notice of issuance with respect to Warrant Stock issued upon the exercise of this Warrant and any securities issued by the Company upon conversion or exchange thereof shall bear a legend substantially to the foregoing effect. Subject to the provisions of Section 5 a hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment in the form of Exhibit B hereto at the principal office of the Company. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided , however , that if this Warrant is properly assigned in blank, the Company may but shall not be required to treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Notices of Certain Transactions. In case:. Such notice shall be mailed at least ten 10 days prior to the record date or effective date for the event specified in such notice. Reservation of Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant. Exchange of Warrants. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and in the case of loss, theft or destruction upon delivery of an indemnity agreement with surety if reasonably required in an amount reasonably satisfactory to the Company, or in the case of mutilation upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company. No Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereunder. Representations and Warranties of Registered Holder. The Registered Holder represents and warrants that:. The Registered Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to enter into and perform this Warrant and to acquire and hold the Warrant Stock. The execution, delivery and performance of this Warrant by the Registered Holder and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Registered Holder or its board of directors, stockholders or other governing body is required. The Registered Holder is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the acquisition of the Warrant Stock, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to acquire the Warrant Stock. The Registered Holder acknowledges and agrees that the Warrant Stock is being offered in a transaction not involving a public offering within the meaning of the Securities Act and that the Warrant Stock has not been registered under the Securities Act. The Registered Holder acknowledges and agrees that the Warrant Stock may not be offered, resold, transferred, pledged or otherwise disposed of by the Registered Holder absent an effective registration statement under the Securities Act or an applicable exemption from the registration requirements of the Securities Act, including Rule promulgated thereunder. At no time was the Registered Holder presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Warrant Stock. The Warrant Stock is to be registered in connection the transactions contemplated by the Merger Agreement and any lock-up agreement applicable to the Warrant Stock may be waived by the Company following the consummation of the transactions contemplated by the Merger Agreement. The Registered Holder has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of the acquisition of the Warrant Stock and the other transactions contemplated by this Warrant. The Registered Holder understands that it and not the Company will be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Warrant. The validity, interpretation, construction and performance of this Warrant, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law. This Warrant sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof. No modification of or amendment to this Warrant, nor any waiver of any rights under this Warrant, shall be effective unless in writing signed by the Company and the Registered Holder. No delay or failure to require performance of any provision of this Warrant shall constitute a waiver of that provision as to that or any other instance. The terms and conditions of this Warrant shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Any notice, demand or request required or permitted to be given under this Warrant shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U. If one or more provisions of this Warrant are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then a such provision shall be excluded from this Warrant, b the balance of this Warrant shall be interpreted as if such provision were so excluded and c the balance of this Warrant shall be enforceable in accordance with its terms. This Warrant is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Warrant shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. This Warrant may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The undersigned, pursuant to the provisions set forth in the attached Warrant No. The undersigned acknowledges that it has reviewed the representations and warranties of the Registered Holder set forth in Section 14 of the Warrant and by its signature below hereby makes such representations and warranties to the Company. Registered Holder. Name of Assignee. Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the Agreement. In consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agree as follows:. Amendments to Registration Rights Agreement. Schedule 1 to the Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit A attached hereto. All provisions and terms of the Agreement not specifically altered by this Amendment shall remain in full force and effect. The validity, interpretation, construction and performance of this Amendment, and all acts and transactions pursuant hereto and the rights and obligations of the Company and the Purchasers shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. Item 1. 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. 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. Cautionary Statement Regarding Forward-Looking Statements This Current Report 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 Item 9. Description Date: October 24, Yumanity Therapeutics, Inc. Concurrently with the execution and delivery of this Amendment, Kineta shall deliver to each Purchaser, and each Purchaser shall deliver to Kineta, a Stock Purchase Warrant in the form attached hereto as Exhibit B , duly executed by such party, on the terms set forth below: Purchaser Type of Warrant Stock of Kineta No. Signature Name:. By: Signature Name: Title:. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten 10 days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder upon payment by such Holder of any applicable transfer taxes may direct: i a notice or notices of issuance for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and In case: a the Company shall take a record of the holders of its outstanding stock of the same class as the Warrant Stock or other stock or securities at the time deliverable upon the exercise of this Warrant for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, b of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company, any consolidation or merger of the Company with or into another corporation other than a consolidation or merger in which the Company is the surviving entity , or any transfer of all or substantially all of the assets of the Company, or Dated: The undersigned, pursuant to the provisions set forth in the attached Warrant No. State or Other Jurisdiction of Incorporation. Commission File Number. Address of Principal Executive Offices. Zip Code. Trading Symbol. Name of exchange on which registered. The Nasdaq Capital Market. Exhibit No. Form of Warrant, dated October 24, Yumanity Therapeutics, Inc. Type of Warrant Stock of Kineta. Purchase Price Per Share.

Kineta buying hash