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

Rhea-AI Filing Summary

Lamb Weston Holdings, Inc. (LW) filed an 8-K announcing a wide-ranging Cooperation Agreement dated 30 Jun 2025 with activist investor JANA Partners and Continental Grain Company.

Board re-composition: The Company will expand its Board from 11 to 13 seats and accept the resignations of Charles A. Blixt, W.G. Jurgensen, Robert A. Niblock and Maria Renna Sharpe (two already effective 29 Jun 2025). Six Agreed Directors will be appointed no later than 11 Jul 2025: Bradley Alford (new non-executive Chairman), Timothy R. McLevish, Scott Ostfeld, Ruth Kimmelshue, Paul Maass and Lawrence Kurzius. Each brings senior leadership or activist experience across food, agribusiness and consumer sectors.

Committee alignment: • Audit & Finance – 5 members (incl. McLevish & Maass). • Compensation & Human Capital – 6 members (incl. Kimmelshue, Kurzius & Ostfeld). • Nominating & Governance – 6 members (incl. Kimmelshue, Kurzius & Ostfeld).

Shareholder obligations & standstill: JANA and Continental Grain agree to (1) vote in line with Board recommendations (with limited proxy-advisor exceptions), (2) maintain a ≥1.5 % net long position to keep board representation, (3) adhere to mutual non-disparagement, and (4) observe a standstill that runs until the earlier of 30 days before the 2026 advance-notice window or 28 Apr 2026.

Replacement rights: If any of the designated directors departs before the Termination Date, JANA, Continental Grain or both (depending on the seat) may name replacements, subject to customary independence and suitability criteria.

Rationale & disclosure: While no financial metrics were provided, the agreement averts a potential proxy contest, refreshes governance with seasoned industry leaders, and signals collaboration between management and key shareholders. The Company issued a press release (Exhibit 99.1) and attached the full Cooperation Agreement (Exhibit 10.1).

Positive

• Settlement avoids proxy contest, reducing legal costs and management distraction.
• Board expanded and refreshed with six highly experienced directors from leading consumer and agribusiness companies.
• Appointment of independent non-executive Chairman Bradley Alford strengthens governance structure.
• Activist involvement formalized under standstill, providing constructive oversight while limiting public conflict.

Negative

• Four incumbent directors resigned, indicating significant governance turnover within a short window.
• Activists control nearly half of board seats, which could create strategic uncertainty for existing shareholders.

Insights

Corporate Governance Expert

TL;DR: LW avoids proxy fight by granting activists six seats, new chair and committee reshuffle; governance impact high, financial impact yet unknown.

The agreement represents a classic activist settlement: JANA and Continental Grain gain significant influence without launching a formal proxy contest, while LW secures voting alignment and a standstill through April 2026. Enlarging the board to 13 rather than replacing incumbents preserves institutional knowledge yet refreshes 46 % of seats, strengthening independence. Appointment of Bradley Alford as non-executive Chair separates the chair/CEO roles and complies with evolving governance best practices. Committee reconstitution embeds Agreed Directors across all three key committees, ensuring influence over audit, compensation and nominations. The orderly resignation process and replacement mechanisms reduce disruption risk. Because obligations terminate ahead of the 2026 nomination window, LW maintains flexibility beyond the settlement period. Overall governance outlook is improved, but investors should monitor any strategic shifts initiated by the newly activist-influenced board.

Portfolio Manager

TL;DR: Board refresh with industry insiders and activist oversight could catalyze operational moves and value creation; modestly positive for LW holders.

JANA’s history of driving margin expansion and strategic actions (e.g., divestitures or M&A) suggests potential upside catalysts. New directors include former CEOs of Nestlé USA, McCormick and ex-CFOs of multiple blue-chips—skill sets aligned with supply-chain optimization and capital allocation, two areas where potato processor LW lags peers. The cooperative tone avoids the distractions and costs of a proxy battle, enabling management to focus on execution during a volatile cost environment. While no immediate operational commitments were disclosed, the 1.5 % ownership threshold is low, implying JANA can maintain influence with limited capital at risk. Absent earnings guidance, impact is mainly qualitative, yet market typically rewards credible governance enhancements. I view the development as incrementally positive, pending evidence of tangible operational or strategic actions.

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

What is the main purpose of Lamb Weston’s Cooperation Agreement with JANA and Continental Grain?

The agreement expands LW’s board, grants six seats to investor-nominated directors, and imposes voting and non-disparagement commitments to avoid a proxy contest.

How many directors are joining Lamb Weston’s board under the agreement?

Six new directors—Bradley Alford, Timothy R. McLevish, Scott Ostfeld, Ruth Kimmelshue, Paul Maass and Lawrence Kurzius—will join by 11 Jul 2025.

Which Lamb Weston directors resigned as part of the settlement?

Charles A. Blixt and W.G. Jurgensen resigned on 29 Jun 2025; Robert A. Niblock and Maria Renna Sharpe will resign by 11 Jul 2025.

When does the Cooperation Agreement terminate?

It ends on the earlier of 30 days before the 2026 director-nomination window or 28 Apr 2026.

What ownership level must JANA and Continental Grain maintain to keep their board seats?

They must collectively hold a net long position of at least 1.5 % of LW’s outstanding common stock.

Will the new directors receive the same compensation as existing non-employee directors?

Yes. Compensation will follow LW’s standard non-employee director program detailed in its 2024 proxy statement.