[8-K] Kineta, Inc. Common Stock Reports Material Event

Rhea-AI Filing Summary

Kineta, Inc. (OTC: KANT) reported the results of its 23 June 2025 Special Meeting of Stockholders convened to consider the previously announced merger with TuHURA Biosciences. A quorum was achieved with 7,441,449 shares (≈55 % of the 13,540,355 shares outstanding on the 15 May 2025 record date) voting in person or by proxy.

Proposal 1 – Adoption of the Merger Agreement: 7,317,175 shares voted FOR, 45,968 AGAINST and 78,306 broker non-votes, implying approximately 99 % support among votes cast. Shareholder approval satisfies a critical contractual closing condition of the Agreement and Plan of Merger dated 11 December 2024.

Proposal 2 – Advisory vote on merger-related executive compensation: 6,838,347 shares voted FOR and 283,607 AGAINST, with 319,495 broker non-votes. Although non-binding, the 96 % favorable vote signals broad acceptance of the compensation package tied to the transaction.

Proposal 3 – Adjournment: Because the first two items passed and a quorum was present, no adjournment vote was required.

A joint press release from Kineta and TuHURA announcing the voting results (Exhibit 99.1) was furnished under Item 7.01. The Form 8-K reiterates that the merger still remains subject to additional customary conditions, including TuHURA shareholder approval, completion of the Concurrent Investment and regulatory clearances. The filing also contains extensive forward-looking-statement disclaimers and directs investors to the definitive joint proxy statement/prospectus for further details.

Key takeaway: Shareholder endorsement substantially advances the Kineta-TuHURA merger, but closing risk remains until all remaining conditions—particularly financing and regulatory approvals—are satisfied.

Positive

• Overwhelming shareholder approval (≈99 % FOR) of the Merger Agreement removes a key closing condition under Kineta’s control.
• Strong support (96 % FOR) for executive compensation reduces governance friction and litigation risk.
• Quorum achieved without adjournment, indicating efficient shareholder engagement and avoiding additional solicitation costs.

Negative

• Merger still subject to multiple external conditions, including TuHURA shareholder approval, financing and regulatory clearances, all of which could delay or derail closing.
• Forward-looking statements highlight significant going-concern and working-capital risks, reminding investors that Kineta’s standalone outlook remains uncertain if the deal falls through.

Insights

M&A Specialist

TL;DR: Kineta shareholders overwhelmingly OK merger; major hurdle cleared but deal not yet closed.

The 99 % vote in favor of the merger agreement removes the largest execution barrier under Kineta’s control. Given that only 55 % of shares were represented, management effectively mobilised its base, limiting opposition to fewer than 46 k shares. The non-binding compensation vote, while slightly less decisive at 96 % FOR, still mitigates potential optics risk around leadership payouts. Importantly, Proposal 3’s withdrawal indicates sufficient turnout, avoiding further delay costs.

From a transaction-timing perspective, focus now shifts to TuHURA’s shareholder approval (announced same day) and the Concurrent Investment, both of which are outside Kineta’s purview. Until those close, financing and working-capital thresholds (e.g., net working-capital deficit not exceeding $6 m) remain live risks. Nonetheless, today’s result materially de-risks the path to closing and should be viewed constructively by arbitrage and event-driven investors.

Securities Analyst

TL;DR: Vote outcome positive but deal completion still conditional; limited near-term trading catalysts.

Kineta trades on the OTC Pink Market and has faced going-concern questions; shareholder approval of a strategic exit is logically additive to equity value. However, liquidity is thin and the Form 8-K introduces a litany of forward-looking risks—financing, regulatory, potential dissolution—underscoring that today’s announcement is not synonymous with certainty. Broker non-votes (≈1 % of quorum) are negligible, and against votes were immaterial, so there’s little sign of organized opposition.

Valuation spread versus implied TuHURA consideration now hinges on the probability-weighted closing scenario. Until clearer guidance on timing and financing emerges, price action may remain range-bound. Risk-reward skews positive but is contingent on external milestones.

false0001445283KINETA, INC./DE00014452832025-06-232025-06-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2025

KINETA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37695	20-8436652
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
7683 SE 27th Street, Suite 481
Mercer Island, WA		98040
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (206) 378-0400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading		Name of each exchange
				Symbol(s)		on which registered
Common Stock, par value $0.001 per share		KANT		OTC Pink Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 23, 2025, Kineta, Inc. (“Kineta”) held its previously announced Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, Kineta stockholders voted on the following three proposals, each of which is described in detail in the definitive joint proxy statement/prospectus that was filed on Schedule 14A by Kineta with the Securities and Exchange Commission on May 23, 2025 (the “Definitive Joint Proxy Statement/Prospectus”), in connection with the mergers contemplated by the Agreement and Plan of Merger, dated December 11, 2024 (as amended, the “Merger Agreement”), by and among TuHURA Biosciences, Inc., a Nevada corporation (“TuHURA”), Kineta, Hura Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of TuHURA, Hura Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of TuHURA, and Craig Philips, solely in his capacity as the representative, agent and attorney-in-fact of the stockholders of Kineta. A summary of the voting results for the matters proposed at the Special Meeting is set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

There were 13,540,355 shares of Kineta’s common stock issued and outstanding as of May 15, 2025, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 7,441,449 shares of Kineta’s common stock were present or represented by proxy, representing approximately 55% of the total outstanding shares of Kineta’s common stock as of the Record Date, which constituted a quorum to conduct business at the Special Meeting. The following are the voting results on proposals considered and voted upon at the Special Meeting, all of which are described in the Definitive Joint Proxy Statement/Prospectus:

Proposal 1: Adoption of the Merger Agreement

At the Special Meeting, Kineta stockholders approved a proposal to adopt the Merger Agreement. The voting results for this proposal were as follows:

For				Against				Abstain/Withheld				Broker Non-Votes
	7,317,175				45,968				78,306				-

Proposal 2: Advisory (non-binding) vote on Mergers-related compensation for named executive officers

At the Special Meeting, Kineta stockholders approved, on a non-binding, advisory basis, the Mergers-related compensation that will or may be paid to Kineta’s named executive officers in connection with the transactions contemplated by the Merger Agreement. The voting results for this proposal were as follows:

For				Against				Abstain/Withheld				Broker Non-Votes
	6,838,347				283,607				319,495				-

Proposal 3: Adjournment of the Special Meeting

The proposal to adjourn the Special Meeting, if necessary or appropriate, (i) to solicit additional proxies if there are insufficient shares of Kineta’s common stock represented (either in person or by proxy) and voting to obtain the Company Stockholder Approval or to constitute a quorum necessary to conduct the business of the Special Meeting, (ii) to ensure that any supplement or amendment to the Definitive Joint Proxy Statement/Prospectus is timely provided to Kineta stockholders or (iii) to comply with applicable law, was not necessary and was not acted upon.

Item 7.01 Regulation FD Disclosure

On June 23, 2025, TuHURA and Kineta issued a joint press release announcing the voting results of the Special Meeting and the special meeting of TuHURA stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Additional Information about the Proposed Mergers and Where to Find It

This communication may be deemed to be solicitation material with respect to the proposed Mergers between TuHURA and Kineta. In connection with the proposed Mergers, Kineta has filed relevant materials with the SEC, including the Definitive Joint Proxy Statement/Prospectus, which was mailed to Kineta stockholders on or about May 23, 2025. Investors and securityholders of TuHURA and Kineta are urged to read these materials because they contain important information about TuHURA, Kineta and the Mergers. This communication is not a substitute for the Definitive Joint Proxy Statement/Prospectus or any other documents that Kineta 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 Kineta’s website at www.kinetabio.com, on the SEC’s website at www.sec.gov or by directing a request to Kineta’s Investor Relations at (206) 378-0400.

No Offer or Solicitation

This communication 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.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the safe harbor provisions. Statements included herein are not historical facts are forward-looking statements, including statements about the beliefs and expectations of the management of each of TuHURA and Kineta. In some cases, you can identify these statements by terminology such as “may,” “should,” “plans,” “believe,” “will,” “anticipate,” “estimate,” “expect,” “project,” or “intend,” including their opposites or similar phrases or expressions. TuHURA and Kineta caution investors that any forward-looking statements, including statements related to anticipated operating results, business strategies and outlook of TuHURA and Kineta, proposed financing for the transaction, anticipated benefits of the Mergers, the anticipated impact of the Mergers on TuHURA’s and Kineta’s business and future financial and operating results, the expected amount and timing of synergies from the Mergers, the anticipated closing date for the Mergers and other aspects of Kineta’s and TuHURA’s operations or operating results, are only predictions and involve known and unknown risks and uncertainties, many of which are beyond TuHURA’s and Kineta’s control, and could cause actual results to differ materially from those indicated in such forward-looking statements, which speak only as of the date of this Form 8-K. These factors, risks and uncertainties include, but are not limited to: the completion of the Mergers on anticipated terms and timing, anticipated tax treatment and unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, pricing trends, future prospects, credit ratings, business and management strategies which may adversely affect each of TuHURA’s and Kineta’s business, financial condition, operating results and the price of their respective common stocks; the failure to satisfy the conditions to the completion of the Mergers, including TuHURA’s completion of the Concurrent Investment, in a timely manner, or at all, or the failure to satisfy any of the other conditions to the completion of the Mergers, or unexpected delays in satisfying any conditions; uncertainties related to Kineta’s cash level and ability to continue as a going concern; the price of TuHURA Common Stock and Kineta Common Stock could change before the completion of the Mergers, including as a result of uncertainty as to the long-term value of the common stock of TuHURA or as a result of broader stock market movements; risks relating to the amount of Kineta’s Estimated Net Working Capital Amount at the Closing, including any resulting reduction or adjustments to the Merger Consideration or failure of the condition that Kineta’s Estimated Net Working Capital Deficit not exceed $6,000,000 at the Closing; uncertainties as to access to available financing, including the Concurrent Investment, to complete the Mergers upon acceptable terms and on a timely basis or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; risks that the Mergers do not qualify as a reorganization under the Code; the risk that, if the Mergers or another strategic transaction is not successfully completed, the Kineta board of directors may decide to pursue a dissolution and liquidation of Kineta; the effect of the announcement or pendency of the transaction on Kineta’s or TuHURA’s business relationships, competition, business, financial condition, and operating results; risks that the Mergers disrupt current plans and operations of Kineta or TuHURA and the ability of Kineta or TuHURA to retain and hire key personnel; risks related to diverting either management team’s attention from ongoing business operations of Kineta or TuHURA; the outcome of any legal proceedings that may be instituted against Kineta or TuHURA related to the Merger Agreement or the transaction; the ability of TuHURA to successfully integrate Kineta’s business or fully realize the anticipated synergies or other benefits expected from the Mergers; the ability of TuHURA to implement its plans, forecasts, expected financial performance and other expectations with respect to Kineta’s business or the combined business after the completion of the Mergers and realize additional opportunities, develop customer relationships, additional products and Kineta’s existing business; risks associated with third party contracts containing consent and/or other provisions that may be triggered by the Mergers; the potentially significant amount of any costs, fees, expenses, impairments or charges related to the Mergers; the risk of no amounts being payable under the Disposed Asset Payment Right; the potential dilution of TuHURA and Kineta stockholders’ ownership percentage of TuHURA after the Mergers as compared to their ownership percentage of TuHURA and Kineta, as applicable, prior to the Mergers; TuHURA and Kineta directors and executive officers having interests in the Mergers that are different from, or in addition to, the interests of TuHURA and Kineta stockholders generally; macroeconomic conditions and geopolitical uncertainty in the global economy; uncertainty in the growth of the biopharmaceutical sector; the highly competitive industries TuHURA and Kineta operate in; actions by the U.S. or foreign governments, such as the imposition of additional export restrictions or tariffs; legislative, regulatory and economic developments affecting Kineta’s and TuHURA’s businesses; the evolving legal, regulatory and tax regimes under which Kineta and TuHURA operate; restrictions during the pendency of the Mergers that may impact Kineta’s or TuHURA’s ability to pursue certain business opportunities or strategic transactions, and unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Kineta’s and TuHURA’s response to any of the aforementioned factors. The foregoing list of risks, uncertainties and factors is not exhaustive. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of TuHURA and Kineta described in the “Risk Factors” section of their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC, including the Definitive Joint Proxy Statement/Prospectus. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond TuHURA’s and Kineta’s control, and are not guarantees of future results. Readers are cautioned not to put undue reliance on forward-looking statements, and TuHURA and Kineta assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Neither TuHURA nor Kineta gives any assurance that either TuHURA or Kineta will achieve its expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Joint Press Release of TuHURA and Kineta, dated June 23, 2025.
104		Cover Page Interaction Date File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 24, 2025

Kineta, Inc.

By:	/s/ Craig Philips
Name:	Craig Philips
Title:	President

FAQ

What was the shareholder vote outcome for Kineta (KANT) on the merger agreement?

Shareholders voted 7,317,175 FOR and 45,968 AGAINST, equating to roughly 99 % approval of the Merger Agreement.

Did Kineta stockholders approve merger-related executive compensation?

Yes. 6,838,347 shares voted FOR versus 283,607 AGAINST (≈96 % support) on the advisory compensation proposal.

Was the adjournment proposal acted upon at Kineta’s Special Meeting?

No. Sufficient votes were present, so the adjournment proposal was not necessary and was not put to a vote.

Is the Kineta-TuHURA merger now final?

Not yet. The deal still requires TuHURA shareholder approval, completion of the Concurrent Investment and other customary closing conditions.

How many shares constituted a quorum at the Special Meeting?

7,441,449 shares, representing approximately 55 % of outstanding common stock, satisfied quorum requirements.