[POS AM] Kineta, Inc. Common Stock SEC Filing

Rhea-AI Filing Summary

IMAC Holdings, Inc. (NASDAQ: BACK) filed a restated Form 10-Q/A for the quarter ended 30 June 2024. The amendment corrects previously issued statements after the Audit Committee determined preferred-dividend accounting was materially misstated. The restatement reallocates US$525k of accrued dividends from current liabilities to additional paid-in capital, but does not change total assets or net loss.

Operating results (continuing operations):

• Revenues: US$15.8k (precision-medicine collaboration fees).
• Gross loss: US$(56.3)k as initial lab start-up expenses exceeded sales.
• Operating loss: US$(1.40)m for the quarter; US$(1.81)m YTD.
• Net loss available to common holders: US$(2.03)m for the quarter; US$(2.52)m YTD, or US$(2.16) per share.

Balance sheet (30 Jun 24, restated):

• Cash rose to US$0.89 m from US$0.22 m at 31 Dec 23, helped by US$1.35 m of preferred-stock proceeds and a US$1.0 m net promissory-note raise.
• Total assets: US$2.22 m, including US$1.01 m of newly acquired lab equipment from Theralink.
• Current liabilities: US$3.99 m, driving a working-capital deficit of roughly US$(3.3) m.
• Stockholders’ deficit widened to US$(1.77) m.

Capital & financing actions: 43.5 k shares of Series C-2/D/E/F preferred stock and 2.8 m warrants issued, raising US$1.35 m; US$1.4 m face value 40 % OID notes issued for US$1.0 m cash. Subsequent to the quarter, the company:

• Raised an additional US$0.6 m (US$0.84 m face) via notes.
• Closed a US$3.74 m PIPE for Series G preferred shares and warrants, using US$2.24 m to retire earlier notes.

Strategic shift: All legacy clinics have been sold or closed; ongoing business is now Ignite Proteomics, a precision-medicine lab leveraging Theralink assets for breast-cancer protein analysis and pharma collaborations.

Risk & controls: Management expresses substantial doubt about going-concern status. Two material weaknesses (inadequate accounting resources and segregation-of-duties) remain unresolved. Multiple CMS audits on discontinued operations could trigger material repayments. A Tampa clinic lease is in default.

Outlook: Management must scale Ignite revenues, secure Medicare reimbursement, remediate control gaps and refinance expensive debt to alleviate liquidity pressure and justify the US$51 m preferred-stock liquidation preference outstanding.

Positive

• Cash position quadrupled to US$0.89 m quarter-over-quarter, reflecting new equity and debt financing.
• Strategic divestiture of loss-making clinics completed, allowing focus on higher-margin precision-medicine segment.
• Acquisition of Theralink assets provides proprietary proteomic capability and potential pharma collaboration revenue.
• Post-quarter PIPE financing of US$3.74 m strengthens liquidity and repaid US$2.24 m of promissory notes.

Negative

• Going-concern doubt due to US$(3.3) m working-capital deficit and sustained operating losses.
• Restatement & material weaknesses highlight inadequate internal controls and accounting resources.
• Minimal revenue (US$15.8k) versus quarterly operating expenses of US$1.35 m indicates long path to break-even.
• Highly dilutive capital structure: US$51 m preferred liquidation preference, 2.9 m warrants outstanding, and expensive 40 % OID debt.
• Outstanding CMS audits could impose >US$4 m in extrapolated repayments, adding contingent liability.
• Default on Tampa lease and other legal contingencies increase risk profile.

Insights

Senior Equity Analyst

TL;DR: Restatement, weak revenue, high-cost debt and going-concern doubt outweigh modest cash uptick—credit profile remains stressed.

The amendment corrects dividend accounting but confirms unchanged losses. Revenue of only US$16k underscores the early stage of the new lab, while quarterly cash burn (US$1.0 m) far exceeds existing liquidity. Financing relied on 40 % OID notes and high-dividend preferred stock, creating a US$51 m liquidation stack senior to common equity. The PIPE improves near-term cash yet is broadly dilutive. Material weaknesses and CMS contingencies add execution risk. Unless Ignite secures Medicare billing and scales volumes quickly, further dilution or a restructuring is plausible.

Healthcare Industry Specialist

TL;DR: Asset pivot to precision-oncology offers upside, but commercialization timeline and reimbursement hurdles are significant.

Theralink’s proteomic platform is scientifically differentiated and could attract pharma collaborations; however, clinical testing revenue will remain de minimis until Medicare and major payors credential the lab—a process that can take 12-18 months. Meanwhile, fixed lab overhead raises cash burn. Management’s compassionate-care program may build clinical evidence but will not generate cash. Successful integration, CLIA compliance, and demonstrated payer savings are prerequisites for broader adoption. In the near term, investors should track test-volume ramp, credentialing milestones and any pharma deal announcements.

As filed with the Securities and Exchange Commission on June 30, 2025

Registration No. 333-252695

Registration No. 333-269340

Registration No. 333-272326

Registration No. 333-275309

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-252695

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-269340

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-272326

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-275309

UNDER

THE SECURITIES ACT OF 1933

KINETA, INC.

(By Kineta, LLC, as successor by merger to Kineta, Inc.)

(Exact Name of Registrant as Specified in Its Charter)

Delaware		20-8436652
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

c/o TuHURA Biosciences, Inc.

10500 University Center Dr., Suite 110

Tampa, Florida 33612

(813) 875-6600

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive officers)

James A. Bianco, M.D.

President

c/o TuHURA Biosciences, Inc.

10500 University Center Dr., Suite 110

Tampa, Florida 33612

(813) 875-6600

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Curt P. Creely, Esq.

Garrett F. Bishop, Esq.
Foley & Lardner LLP

100 North Tampa Street, Suite 2700

Tampa, Florida 33612
(813) 225-4122

Approximate date of commencement of proposed sale to the public: Not applicable. This Post-Effective Amendment is being filed to deregister all of the unsold securities previously registered under the Registration Statements.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
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 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) filed by Kineta, LLC (as successor by merger to Kineta, Inc., a Delaware corporation (the “Registrant”)), relate to the following Registration Statements on Form S-3 (each, a “Registration Statement” and, collectively, the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all securities registered but unsold under such Registration Statement as of the date hereof:

• Registration Statement No. 333-252695, registering the resale of up to 1,460,861 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), acquired by the selling securityholders named therein in a private placement, which was filed with the SEC on February 3, 2021 and declared effective on February 11, 2021;

• Registration No. 333-269340, registering the resale of (i) up to 649,346 shares of Common Stock issued to the selling securityholders named therein pursuant to the terms of that certain Securities Purchase Agreement, dated as of June 5, 2022, as amended on October 24, 2022 and as further amended on December 5, 2022, and (ii) up to $200,000,000 of (A) Common Stock, (B) preferred stock, (C) depositary shares, (D) debt securities, (E) warrants to purchase Common Stock, preferred stock and/or debt securities in one or more series, (F) purchase contracts, (G) rights to purchase Common Stock, preferred stock and/or debt securities in one or more series and (H) units comprised of shares of Common Stock, shares of preferred stock, debt securities and warrants in any combination, which was filed with the SEC on January 20, 2023 and declared effective on January 30, 2023;

• Registration No. 333-272326, registering the sale of up to 1,425,179 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock issued to the selling securityholder named therein pursuant to the terms of that certain Securities Purchase Agreement, dated as of April 20, 2023, which was filed with the SEC on June 1, 2023 and declared effective on June 12, 2023; and

• Registration No. 333-275309, registering the sale of up to 890,208 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock issued to a certain selling securityholder pursuant to the terms of that certain Securities Purchase Agreement, dated as of October 3, 2023, which was filed with the SEC on November 3, 2023 and declared effective on November 13, 2023.

On June 30, 2025, the Registrant completed its previously announced mergers with TuHURA Biosciences, Inc. (“TuHURA”), Hura Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of TuHURA (“Merger Sub I”), and Hura Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of TuHURA (“Merger Sub II”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 11, 2024, by and among the Registrant, TuHURA, Merger Sub I, Merger Sub II and Craig Philips, solely in his capacity as the representative, agent and attorney-in-fact of the stockholders of the Registrant, and as amended by that certain First Amendment to Agreement and Plan of Merger, dated May 5, 2025 (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, (i) Merger Sub I merged with and into the Registrant (the “First Merger”), with the Registrant surviving the First Merger as a wholly-owned subsidiary of TuHURA (the “Surviving Corporation”), and (ii) the Surviving Corporation merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of TuHURA under the name “Kineta, LLC”.

As a result of the Mergers, the offerings contemplated by the Registration Statements have been terminated as of the effective time of the Mergers on June 30, 2025. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities registered but unsold at the termination of such offerings, the Registrant hereby removes from registration all securities registered but unsold under the Registration Statements as of the effective time of the Mergers on June 30, 2025. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on June 30, 2025.

KINETA, LLC (as successor by merger to Kineta, Inc.)
By:		/s/ James A. Bianco, M.D.
		James A. Bianco, M.D.
		President

Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.

FAQ

Why did IMAC Holdings (BACK) restate its Q2 2024 financials?

The Audit Committee found errors in accounting for preferred dividends; the restatement reclassified US$525 k but left net loss unchanged.

What is IMAC's cash burn and liquidity position after the quarter?

Net operating cash burn was US$1.0 m in six months; cash stood at US$0.89 m on 30 Jun 24, supplemented by a US$3.74 m PIPE in Nov-24.

How much revenue did the new precision-medicine segment generate?

Continuing operations recorded only US$15,750 in collaboration fees for Q2 2024, reflecting early commercialisation.

What financing steps did IMAC take during and after the quarter?

The company issued Series C-2/D/E/F preferred stock (US$1.35 m), a 40 % OID note (US$1.0 m net), and later raised US$3.74 m via Series G preferred.

What are the key risks highlighted in the 10-Q/A?

Risks include going-concern uncertainty, CMS audit liabilities, material control weaknesses, high-cost debt, and reliance on obtaining Medicare credentialing for Ignite.