Form 4: Kineta Director Reports Full Disposal of Shares and Options Following TuHURA Biosciences Merger

A director of Kineta, Inc. has reported the complete disposal of all direct and indirect beneficial ownership in Kineta common stock and stock options, effective June 30, 2025, as a direct consequence of Kineta's merger with TuHURA Biosciences, Inc.

Summary

• Raymond J. Bartoszek, a Director of Kineta, Inc. (KANT), reported the disposal of all his beneficial ownership in Kineta common stock and stock options.
• The disposal occurred on June 30, 2025, pursuant to the Agreement and Plan of Merger dated December 11, 2024, and amended May 5, 2025, between TuHURA Biosciences, Inc. and Kineta, Inc.
• Under the merger agreement, Kineta, Inc. merged into TuHURA Biosciences, Inc. through a two-step merger process.
• Each outstanding share of Kineta's common stock was cancelled and converted into the right to receive 0.185298 shares of TuHURA Common Stock.
• Kineta common stock holders are also entitled to a pro rata portion of 1,129,884 additional shares of TuHURA Common Stock, to be issued six months following the merger closing, subject to adjustment for losses.
• Additionally, Kineta common stock holders are entitled to a pro rata share of cash consideration from disposed legacy Kineta assets.
• Directly disposed were 31,000 shares of Kineta Common Stock.
• Indirectly disposed were 1,748,473 shares held by RLB Holdings Connecticut, LLC, 1,001 shares held by a son, and 1,000 shares held by a daughter.
• All stock options to purchase Kineta Common Stock outstanding immediately prior to the merger's effective time with an exercise price greater than $0.64 were canceled and extinguished for no consideration.
• Options totaling 12,500, 3,440, 6,192, and 10,320 shares with exercise prices of $3.28, $26.16, $29.06, and $23.25 respectively, were canceled.

Sentiment

Score: 5

Explanation: The document is a compliance filing reporting the outcome of a merger. While the merger terms provide consideration for common shareholders, the cancellation of options for no consideration represents a negative for option holders, resulting in a neutral overall sentiment for the reporting person's specific transactions.

Positives

• Kineta common stock holders received 0.185298 shares of TuHURA Common Stock for each Kineta share.
• Kineta common stock holders are entitled to a pro rata portion of an additional 1,129,884 shares of TuHURA Common Stock to be issued six months post-merger.
• Kineta common stock holders will receive a pro rata share of cash consideration from disposed legacy Kineta assets.

Negatives

• Stock options with an exercise price greater than $0.64 were canceled and extinguished for no consideration, resulting in a loss of value for option holders.

Risks

• The issuance of the additional 1,129,884 shares of TuHURA Common Stock six months following the closing of the mergers is subject to adjustment for losses incurred or accrued during that six-month period.

Future Outlook

Kineta common stock holders are expected to receive a pro rata portion of 1,129,884 shares of TuHURA Common Stock approximately six months following the closing of the mergers, subject to adjustment for losses incurred or accrued during that period. They are also entitled to a pro rata share of cash consideration from disposed legacy Kineta assets.

Industry Context

This filing reflects the completion of a merger within the biotechnology sector, where Kineta, Inc. has been acquired by TuHURA Biosciences, Inc. Such mergers are common strategic moves in the industry for consolidation, pipeline expansion, or achieving greater scale.

Related Party Transactions

• Disposal of 1,748,473 shares of Kineta Common Stock held indirectly by RLB Holdings Connecticut, LLC, where the reporting person is a managing member.
• Disposal of 1,001 shares of Kineta Common Stock held indirectly by the reporting person's son.
• Disposal of 1,000 shares of Kineta Common Stock held indirectly by the reporting person's daughter.

Stakeholder Impact

• Kineta shareholders received shares in TuHURA Biosciences and are entitled to future share and cash consideration.
• Kineta stock option holders with exercise prices above $0.64 had their options canceled without compensation.

Next Steps

• Issuance of additional TuHURA Common Stock to former Kineta shareholders approximately six months following the merger closing, subject to adjustments.

Key Dates

Keywords

Kineta, TuHURA Biosciences, Merger, Form 4, Insider Transaction, Stock Disposal, Corporate Action, KANT, Beneficial Ownership, Stock Options