| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On December 14, 2022, Yumanity Therapeutics, Inc., a Delaware corporation (“Yumanity”), completed its previously announced sale of all of its rights, title and interest in and to clinical-stage product candidate YTX-7739 as well as Yumanity’s unpartnered pre-clinical and discovery-stage product candidates and related intellectual property rights to Janssen Pharmaceutica NV (“Janssen”) for a purchase price of $26,000,000 in cash (the “Asset Sale”) pursuant to the Asset Purchase Agreement between Yumanity and Janssen dated June 5, 2022.
As previously announced, Yumanity has declared a special cash dividend (the “Special Dividend”) to its stockholders of record as of the close of business on December 15, 2022 (the “Dividend Record Date”) in connection with the Asset Sale and previously announced pending merger with Kineta, Inc. (the “Merger”). The Yumanity board of directors has determined that the amount of such Special Dividend will be $1.43 per share of Yumanity common stock. The Special Dividend will be payable on December 19, 2022 to stockholders of record as of the Dividend Record Date. The ex-dividend date for payment of the Special Dividend will be December 16, 2022. Payment of the Special Dividend remains conditioned upon the closing of the Merger.
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
