Item 8.01. Other Events.
As previously announced, Yumanity has declared the Special Dividend, payable on
December 19, 2022 to stockholders of record as of the close of business on
December 15, 2022. Nasdaq informed the Company that the ex-dividend date for
payment of the Special Dividend will be December 19, 2022 prior to the market
session. Payment of the Special Dividend remains conditioned upon the closing of
the Merger. Previously, on December 15, 2022, based on communications with
Nasdaq, Yumanity stated in the Original Form 8-K that the ex-dividend date for
the Special Dividend would be December 16, 2022, which is being corrected in
this Amendment.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 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 Merger between Yumanity
and Kineta, including whether and when the Merger will be consummated;
statements about the structure, timing and completion of the Merger; the listing
of the combined company on Nasdaq after the closing of the Merger; expectations
regarding the ownership structure of the combined company after the closing of
the 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 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; (ii) uncertainties as to the timing of the
consummation of the proposed transactions and the ability of each of Yumanity,
Kineta and the institutional investors party to the securities purchase
agreement, dated as of June 5, 2022 and as amended on October 24, 2022 and
December 5, 2022, among Yumanity, Kineta and the institutional investors, to
consummate the Merger, asset sale or the transactions contemplated by the
securities purchase agreement, as applicable; (iii) risks related to Yumanity's
ability to manage its operating expenses and its expenses associated with the
Merger 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 Merger; (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
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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.
(d) Exhibits
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company hereby undertakes to furnish supplementally copies
of any of the omitted exhibits and schedules upon request by the SEC; provided,
however, that the Company may request confidential treatment pursuant to Rule
24b-2 the Securities Exchange Act of 1934, as amended, for any exhibits or
schedules so furnished.
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