Yumanity Therapeutics, Inc. (“Yumanity” or the “Company”) (Nasdaq:
YMTX) announced today that its Board of Directors has declared a
special dividend in connection with the previously announced asset
sale to Janssen Pharmaceutica NV (“Janssen”) and merger
with Kineta, Inc. (“Kineta”).
The special dividend, which the Company estimates will be in
range of $1.34 to $1.43 per share of Yumanity common stock, will be
payable in cash on or before December 29, 2022, to stockholders of
record at the close of business on December 15, 2022. The special
dividend will be equal to the gross proceeds of the asset sale to
Janssen, net of amounts used or retained for Yumanity’s outstanding
obligations and minimum cash requirement associated with the
closing of the merger with Kineta. Yumanity’s minimum cash
requirement has been reduced from $10 million to $7.5 million as
part of a recent amendment to the merger agreement. The exact
amount of the special dividend will be calculated after Yumanity’s
outstanding obligations and net cash position as of the actual
closing date of the merger are determined.
Payment of the special dividend is conditioned upon the closing
of both the asset sale to Janssen and merger with Kineta,
which remain subject to the approval of Yumanity’s stockholders and
other closing conditions. The special meeting of Yumanity’s
stockholders to consider and vote upon the asset sale and merger is
scheduled for December 13, 2022.
Every stockholder’s vote is important, regardless of the number
of shares held. Accordingly, Yumanity requests that each
stockholder of record as of November 4, 2022, complete, sign, date
and return a proxy card (online or by mail) as soon as possible to
ensure that the stockholder’s shares will be represented at the
special meeting. Stockholders who hold shares in “street name”
(i.e., those stockholders whose shares are held of record by a
broker, bank or other nominee) should contact their broker, bank or
nominee to ensure that their shares are voted.
If any Yumanity stockholder does not receive the Proxy
Statement, such stockholder should (i) confirm his or her
Proxy Statement’s status with his or her broker or (ii) contact Bob
Marese of MacKenzie Partners at bmarese@mackenziepartners.com or
John Bryan of MacKenzie Partners at jbryan@mackenziepartners.com.
Banks and brokers can place a collect call to Bob Marese at
212-929-5405 or John Bryan at 212-929-5735.
About Yumanity
Yumanity is a clinical-stage biopharmaceutical company dedicated
to accelerating the revolution in the treatment of
neurodegenerative diseases through its scientific foundation and
drug discovery platform. Yumanity’s drug discovery platform enables
the company to rapidly screen for potential disease-modifying
therapies by overcoming the toxicity of misfolded proteins
associated with neurogenerative diseases. Yumanity’s pipeline
consists of programs focused on Parkinson’s disease, Lewy body
dementia, multi-system atrophy, amyotrophic lateral sclerosis (ALS
or Lou Gehrig’s disease) and frontotemporal lobar dementia (FTLD).
For more information, please visit www.yumanity.com.
About Kineta
Kineta is a clinical-stage biotechnology company with a mission
to develop next generation immunotherapies that transform patients’
lives. Kineta has leveraged its expertise in innate immunity and is
focused on discovering and developing potentially differentiated
immunotherapies that address the major challenges with current
cancer therapy. Kineta’s lead asset is KVA12123 (formerly referred
to as KVA12.1), a VISTA blocking immunotherapy. The company plans
to initiate a Phase 1 clinical trial of KVA12123 in patients with
advanced solid tumors in the fourth quarter of 2022. Kineta has
been supported by institutional investors including CBI USA,
Genetox Co. Ltd., RLB Holdings, Yulho Co. Ltd., Humedix Co. Ltd.
and others. For more information, please visit
www.kinetabio.com.
Additional Information and Where to Find It
This press release 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 “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 was declared effective by the SEC on
November 10, 2022 and was mailed to stockholders of record as of
the close of business on November 4, 2022. On December 5, 2022,
Yumanity filed with the SEC and mailed to stockholders of record as
of the close of business on November 4, 2022, a supplement to the
proxy statement and prospectus contained in the Registration
Statement (the “Prospectus Supplement”). 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 press release is not a substitute for the Registration
Statement, the Prospectus Supplement 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 www.yumanity.com,
on the SEC’s website at www.sec.gov or by directing a request to
Yumanity’s Investor Relations at (212) 213-0006 ext. 331.
This press release 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 of 1933, as
amended.
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 (the “Proxy Statement”). 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 Statements Regarding Forward-Looking
Statements
This press release contains 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 or timing of the
dividend to be distributed to Yumanity stockholders in connection
with the asset sale, if any, may be lower or different than the
amount or timing declared or the range expected; (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
Registration 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.
Yumanity Therapeutics
Investors:Burns McClellan, Inc.Lee Roth(212)
213-0006 ext. 331
MacKenzie Partners:Bob
Maresebmarese@mackenziepartners.com212-929-5405John
Bryan jbryan@mackenziepartners.com212-929-5735
Media:Michael Wyzgamwyzga@yumanity.com
KinetaJacques Bouchyjbouchy@kineta.us
Source: Yumanity Therapeutics, Inc.
Yumanity Therapeutics (NASDAQ:YMTX)
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Yumanity Therapeutics (NASDAQ:YMTX)
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