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

Rhea-AI Filing Summary

The Toronto-Dominion Bank (TD) is offering senior unsecured Autocallable Fixed Interest Barrier Notes, Series H, linked to the worst performer among Broadcom (AVGO), Dell Technologies (DELL) and NVIDIA (NVDA). The two-year notes pay a fixed monthly coupon of $11.417 per $1,000 principal (≈13.70% p.a.) until they are automatically called or mature. The notes will be automatically called on any monthly Call Observation Date (starting 9 Jan 2026) if the closing price of each Reference Asset is at least 100% of its Initial Value; investors then receive the $1,000 principal plus the current coupon, and no further payments.

If the notes are not called, the final payoff on 14 Jul 2027 depends on the worst performing stock:

• All three ≥ 50% of Initial Value (Barrier): investor receives full $1,000 principal plus final coupon.
• Any one < 50% of Initial Value: investor receives a physical delivery of shares of the worst performer equal to the Physical Delivery Amount (≈ principal ÷ Initial Value) plus the final coupon. The share package could be worth substantially less than $1,000 and may be worthless.

Key terms

• Principal Amount: $1,000; minimum investment $1,000.
• Issue/Settlement: 14 Jul 2025 (T+3); Maturity: 14 Jul 2027.
• Barrier: 50% of Initial Value; Call Threshold: 100% of Initial Value.
• Estimated value on pricing date: $900–$935, below the $1,000 public offering price.
• Underwriting discount: up to $35 (3.5%) per note; proceeds to TD: at least $965.
• Notes are unsecured, not CDIC/FDIC-insured, and will not be listed on any exchange.

Principal risks highlighted include loss of up to the entire amount invested, exposure to single-stock volatility, sector concentration (all three companies are technology hardware/semiconductor related), credit risk of TD, limited liquidity, estimated value below offering price, tax uncertainty, and conflicts of interest (TD Securities acts as agent and hedger).

Positive

• High fixed coupon: 13.70% per annum paid monthly regardless of stock performance unless earlier called.
• Automatic call mechanism: possibility of early return of capital plus coupon if all three stocks stay at or above initial levels, starting after six months.
• Barrier protection to 50%: full principal repayment if each stock stays at or above half its initial value at final valuation.

Negative

• No principal protection: investors can receive shares worth far less than $1,000 if any stock falls below 50% of its initial level.
• Worst-of structure: payoff determined by the least performing stock, increasing probability of loss.
• Estimated note value ($900–$935) is below issue price: investors pay a 6.5–10% premium over model value plus 3.5% underwriting fee.
• Credit risk of TD: all payments rely on the Bank’s ability to pay; notes are senior unsecured.
• Limited liquidity: notes are unlisted; secondary market, if any, may involve wide bid-ask spreads and sales below estimated value.
• Complex tax treatment and potential withholding under Section 871(m): outcomes may differ from issuer’s intended treatment.

Insights

Structured Products Analyst

TL;DR: High 13.7% coupon offsets illiquidity and 50% barrier; estimated value $900–$935 makes offer expensive for risk-taking investors.

The notes provide attractive headline income and monthly call chances, but investors bear 100% downside below the 50% barrier via in-kind share delivery. Because performance is determined by the least performing stock, correlation risk is elevated; one sharp decline in AVGO, DELL or NVDA triggers loss regardless of others’ strength. The 3.5% underwriting fee and the bank’s funding spread mean purchasers pay at least 6.5% over the $935 high end of estimated value. Secondary liquidity is expected to be poor, and the notes are not exchange-listed. Overall impact: largely neutral; suitable only for sophisticated investors comfortable with credit, market and liquidity risk.

Portfolio Manager

TL;DR: Product offers equity-linked yield but lacks principal protection; payments rely on TD credit and worst-stock performance—risk/reward appears balanced.

From a portfolio perspective, the 13.70% coupon is compelling in a low-volatility scenario, yet investors sacrifice upside beyond coupons and face potential equity delivery worth ≤50% of par. The automatic call feature could shorten duration to six months, creating reinvestment risk. Credit-spread widening or stock drawdowns may depress secondary prices well below issue. Tax treatment is complex (debt + put structure) and open to re-characterisation. Compared with conventional TD senior debt of similar maturity (~5-6% yield), the extra yield is the price for assuming equity downside. Impact assessment: neutral to slightly negative for conservative investors, potentially positive for yield-seekers who understand the risks.

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

What coupon do TD’s Autocallable Fixed Interest Barrier Notes pay?

The notes pay a fixed $11.417 per $1,000 principal each month, equal to≈13.70% per annum until called or matured.

How does the automatic call feature work on these TD (TD) notes?

If on any monthly Call Observation Date each Reference Asset closes at or above its Call Threshold (100% of Initial Value), TD will repay the $1,000 principal plus the current coupon and the notes terminate.

What happens at maturity if one stock breaches the 50% barrier?

Investors receive shares of the Least Performing Reference Asset (and cash for fractions) equal to the Physical Delivery Amount; these shares may be worth significantly less than $1,000.

Is my principal protected on the TD Autocallable Notes?

No. Principal is at risk; you can lose up to 100% of your investment if any stock closes below 50% of its Initial Value at final valuation.

What is the estimated value versus the public offering price?

TD estimates the value on the pricing date at $900–$935 per note, which is below the $1,000 public offering price.

Are these notes insured or listed on an exchange?

The notes are unsecured, not CDIC/FDIC-insured, and will not be listed on any securities exchange or electronic network.

When do the notes mature and what is the term length?

Issue date is 14 Jul 2025; maturity is 14 Jul 2027, giving an approximate 24-month term unless called earlier.