[S-8 POS] Kineta, Inc. Common Stock SEC Filing

Rhea-AI Filing Summary

Kineta, LLC (successor by merger to Kineta, Inc.) has filed nine Post-Effective Amendment No. 1s to previously effective Form S-8 registration statements to deregister all unsold shares that had been reserved for multiple legacy equity incentive and employee stock purchase plans. The administrative action follows the 30 June 2025 closing of the two-step merger in which Kineta became a wholly-owned subsidiary of TuHURA Biosciences, Inc. and was converted into Kineta, LLC. Because the stand-alone plans of Proteostasis Therapeutics, Yumanity Therapeutics and Kineta are now terminated, the related offerings are deemed concluded, triggering removal of the remaining registered securities. The amendments span Registration Statement Nos. 333-210521, 333-218544, 333-223664, 333-230155, 333-237181, 333-252691, 333-252692, 333-256853 and 333-268969, which collectively covered millions of potential shares across the 2008, 2016, 2018, 2020 and 2022 equity plans and various inducement grants. No new securities are being registered, no financial statements are provided, and the filing does not alter the merger consideration already distributed to former Kineta shareholders. The primary effect is the elimination of potential future dilution from the unissued shares and formal alignment of the capital structure with the post-merger entity.

Positive

• Deregistration of all unsold shares under nine equity incentive plans removes potential dilution and simplifies the post-merger capital structure.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine post-merger housekeeping removes unissued shares; negligible direct valuation impact.

The filing is an administrative follow-up to Kineta’s merger with TuHURA Biosciences. By deregistering the remaining shares under nine legacy equity plans, the company eliminates a dilution overhang that was theoretically available but, after the merger, no longer issuable. Because TuHURA now controls Kineta’s capital structure, these plans are redundant. Investors should not expect any earnings or cash-flow effects; the shares were only potential issuances, not outstanding stock. The development is therefore operationally neutral and modestly positive from a dilution-management standpoint.

Corporate Governance Expert

TL;DR: Deregistration improves post-merger governance clarity and tidies outstanding equity authorisations.

Equity plans inherited through serial mergers can create opaque overhangs and compliance burdens. By formally removing these unused registrations, Kineta, LLC and TuHURA demonstrate attention to governance hygiene and SEC filing accuracy. While not financially material, the step reduces administrative costs, prevents inadvertent issuances under obsolete plans, and signals discipline in equity compensation management. The action also aligns with best practices for post-merger integration and could marginally enhance shareholder perception regarding dilution control.

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

Registration No. 333-210521

Registration No. 333-218544

Registration No. 333-223664

Registration No. 333-230155

Registration No. 333-237181

Registration No. 333-252691

Registration No. 333-252692

Registration No. 333-256853

Registration No. 333-268969

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-210521

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-218544

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-223664

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230155

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-237181

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-252691

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-252692

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-256853

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-268969

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 number)

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)

Proteostasis Therapeutics, Inc. 2008 Equity Incentive Plan

Proteostasis Therapeutics, Inc. 2016 Stock Option and Incentive Plan

Proteostasis Therapeutics, Inc. 2016 Employee Stock Purchase Plan

Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan

Yumanity Therapeutics, Inc. 2021 Inducement Plan

Inducement Non-Qualified Stock Option Agreement

Kineta, Inc. Amended and Restated 2008 Stock Plan

Kineta, Inc. 2010 Equity Incentive Plan, as amended

Kineta, Inc. 2020 Equity Incentive Plan

Kineta, Inc. 2022 Equity Incentive Plan

(Full title of the Plans)

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

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”) are being filed by Kineta, LLC (as successor by merger to Kineta, Inc., a Delaware corporation (the “Registrant”)), to deregister all shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):

• Registration Statement No. 333-210521, filed with the SEC by the Registrant on March 31, 2016, pertaining to the registration of (i) 1,433,007 shares of Common Stock issuable upon the exercise of outstanding options under the Proteostasis Therapeutics, Inc. 2008 Equity Incentive Plan, as amended (the “2008 Plan”); (ii) 333,946 shares of Common Stock issuable upon the exercise of outstanding options under the Proteostasis Therapeutics, Inc. 2016 Stock Option and Incentive Plan (the “2016 Plan”); (iii) 1,247,893 shares of Common Stock reserved for future issuance under the 2016 Plan; and (iv) 138,757 shares of Common Stock reserved for future issuance under the Proteostasis Therapeutics, Inc. 2016 Employee Stock Purchase Plan (the “ESPP”);

• Registration Statement No. 333-218544, filed with the SEC by the Registrant on June 7, 2017, pertaining to the registration of (i) 750,022 shares of Common Stock available for issuance under the 2016 Plan and (ii) 138,757 shares of Common Stock available for issuance under the ESPP;

• Registration Statement No. 333-223664, filed with the SEC by the Registrant on March 15, 2018, pertaining to the registration of (i) 1,032,482 shares of Common Stock available for issuance under the 2016 Plan and (ii) 138,757 shares of Common Stock available for issuance under the ESPP;

• Registration Statement No. 333-230155, filed with the SEC by the Registrant on March 8, 2019, pertaining to the registration of (i) 1,524,252 shares of Common Stock available for issuance under the 2016 Plan and (ii) 138,757 shares of Common Stock available for issuance under the ESPP;

• Registration Statement No. 333-237181, filed with the SEC by the Registrant on March 13, 2020, pertaining to the registration of (i) 1,563,498 shares of Common Stock available for issuance under the 2016 Plan and (ii) 138,757 shares of Common Stock available for issuance under the ESPP;

• Registration Statement No. 333-252691, filed with the SEC by the Registrant on February 3, 2021, pertaining to the registration of (i) 303,495 shares of Common Stock available for issuance under the 2016 Plan and (ii) 6,937 shares of Common Stock available for issuance under the ESPP;

• Registration Statement No. 333-252692, filed with the SEC by the Registrant on February 3, 2021, pertaining to the registration of (i) 751,202 shares of Common Stock issuable upon the exercise of outstanding options under the Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan (the “2018 Yumanity Plan”) and (ii) 776,008 shares of Common Stock issuable but unallocated under the 2018 Yumanity Plan;

• Registration Statement No. 333-256853, filed with the SEC by the Registrant on June 7, 2021, pertaining to the registration of (i) 400,000 shares of Common Stock available for future issuance under the Yumanity Therapeutics, Inc. 2021 Inducement Plan (the “Inducement Plan”) and (ii) 104,000 shares of Common Stock available for future issuance upon the exercise of an inducement stock option award granted on April 13, 2021 outside of the Registrant’s employee equity compensation plan to Ajay Verma, M.D., Ph.D. as a material inducement to the employment of Dr. Verma; and

• Registration Statement No. 333-268969, filed with the SEC by the Registrant on December 23, 2022, pertaining to the registration of (i) 908,205 shares of Common Stock, issuable with respect to Kineta Operating, Inc. (formerly known as Kineta, Inc.) (“Private Kineta”) options and Private Kineta restricted stock units assumed by the Registrant pursuant to that certain Agreement and Plan of Merger, dated June 5, 2022, by and among the Registrant, Private Kineta and Yacht Merger Sub, Inc., a wholly-owned subsidiary of the Registrant (“Merger Sub”), whereby Merger Sub merged with and into Private Kineta, with Private Kineta surviving such merger as a wholly-owned subsidiary of the Registrant and (ii) 2,315,860 shares of Common Stock reserved and available for future issuance under the Kineta, Inc. 2022 Equity Incentive Plan.

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.

SIGNATURE

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-8 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 Kineta, LLC file these Post-Effective Amendments?

To deregister all unissued shares under nine Form S-8 registrations after Kineta merged into TuHURA Biosciences.

How many registration statements are affected?

Nine Form S-8 registration statements numbered 333-210521 through 333-268969 are covered.

What equity plans are being deregistered?

Legacy plans from Proteostasis Therapeutics, Yumanity Therapeutics and Kineta, plus an inducement grant, are included.

Does the filing issue new shares?

No; it removes previously registered but unissued shares and registers nothing new.

What is the merger date triggering the deregistration?

The two-step merger closed on 30 June 2025.

Will this affect TuHURA or Kineta earnings?

No financial statements are included and the action is purely administrative, with no earnings impact.

Is further shareholder approval required?

No; under Rule 478, only the authorised officer’s signature was needed for the amendments.