Form 4: Kineta CFO Reports Full Disposal of Holdings Following TuHURA Biosciences Merger

Kineta, Inc.'s Chief Financial Officer, Keith Baker, has reported the complete disposition of his Kineta common stock and stock options as a result of the company's merger with TuHURA Biosciences, Inc.

Summary

• Keith Baker, Kineta's Chief Financial Officer, reported the disposition of all his Kineta, Inc. securities.
• This disposition occurred due to the merger between Kineta, Inc. and TuHURA Biosciences, Inc., as per the Merger Agreement dated December 11, 2024, and amended May 5, 2025.
• At the effective time of the First Merger on June 30, 2025, each outstanding share of Kineta common stock was cancelled and converted into the right to receive 0.185298 share of TuHURA common stock.
• Kineta common stockholders are also entitled to a pro rata portion of 1,129,884 shares of TuHURA common stock to be issued six months post-merger closing, subject to adjustment.
• Additionally, Kineta common stockholders will receive a pro rata share of cash consideration from disposed legacy Kineta assets.
• All Kineta stock options with an exercise price greater than $0.64 were canceled and extinguished for no consideration at the effective time of the merger.
• Keith Baker disposed of 247,933 shares of Kineta Common Stock and options to purchase 2,663, 11,096, 40,037, and 80,023 shares of Kineta Common Stock.
• Following these transactions, Keith Baker beneficially owns 0 shares of Kineta Common Stock and 0 derivative securities of Kineta.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While the reporting person's Kineta holdings are fully disposed of and some options were canceled for no consideration, the transaction is a result of a merger, which typically aims to create value for shareholders through the combined entity. The receipt of TuHURA shares and potential cash consideration offers future upside, balancing the loss of the Kineta-specific holdings.

Positives

• The merger provides Kineta shareholders with an equity stake in TuHURA Biosciences, Inc., offering potential future value through TuHURA common stock.
• Kineta shareholders are entitled to additional TuHURA common stock (1,129,884 shares in total) six months post-merger, subject to adjustments.
• Kineta shareholders will receive a pro rata share of cash from disposed legacy Kineta assets.

Negatives

• Kineta stock options with an exercise price greater than $0.64 were canceled for no consideration, resulting in a loss of potential value for option holders like the reporting person.
• The reporting person's entire holdings in Kineta, Inc. common stock and options were disposed of, indicating a complete change in the investment vehicle.

Risks

• The additional TuHURA common stock to be issued six months post-merger is subject to adjustment for losses incurred or accrued during that period, introducing uncertainty regarding the final number of shares received.
• The value of the TuHURA common stock received is subject to market fluctuations and the future performance of TuHURA Biosciences, Inc.

Future Outlook

The merger signifies Kineta's integration into TuHURA Biosciences, Inc., with former Kineta shareholders transitioning to ownership in TuHURA. Future value for these shareholders will depend on the performance of TuHURA and the final adjustments to the additional share issuance.

Industry Context

This transaction represents a consolidation within the biotechnology or pharmaceutical sector, where smaller companies like Kineta are often acquired by larger entities like TuHURA Biosciences to combine pipelines, intellectual property, or market reach. Such mergers are common strategies for growth and portfolio diversification in the life sciences industry.

Stakeholder Impact

• Shareholders (former Kineta): Their Kineta common stock has been converted into TuHURA common stock, and they are entitled to additional TuHURA shares and cash from legacy asset dispositions. This shifts their investment from Kineta to TuHURA.
• Option Holders (former Kineta): Those with options having an exercise price greater than $0.64 had their options canceled for no consideration, resulting in a loss of potential value.

Next Steps

• Issuance of 1,129,884 shares of TuHURA Common Stock to former Kineta stockholders approximately six months following the closing of the Mergers, subject to adjustment for losses.
• Distribution of pro rata share of cash consideration from disposed legacy Kineta assets to former Kineta stockholders.

Key Dates

Keywords

SEC Form 4, Kineta Inc., TuHURA Biosciences Inc., Merger, Stock Disposition, Beneficial Ownership, Chief Financial Officer, KANT, Corporate Action, Equity Conversion, Stock Options