Sec Form 4 Filing - Foote Marion R @ KINETA, INC./DE - 2025-06-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Foote Marion R
2. Issuer Name and Ticker or Trading Symbol
KINETA, INC./DE [ KANT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TUHURA BIOSCIENCES, INC., 10500 UNIVERSITY CENTER DR., SUITE 110
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2025
(Street)
TAMPA, FL33612
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/30/2025 D( 1 )( 2 ) 165,156 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 3.28 06/30/2025 D( 1 )( 2 ) 12,500 ( 4 ) ( 4 ) Comm on Stock 12,500 $ 0 0 D
Stock Option (Right to Buy) $ 26.16 06/30/2025 D( 1 )( 2 ) 3,440 ( 4 ) ( 4 ) Common Stock 3,440 $ 0 0 D
Stock Option (Right to Buy) $ 29.06 06/30/2025 D( 1 )( 2 ) 6,192 ( 4 ) ( 4 ) Common Stock 6,192 $ 0 0 D
Stock Option (Right to Buy) $ 23.25 06/30/2025 D( 1 )( 2 ) 10,320 ( 4 ) ( 4 ) Common Stock 10,320 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foote Marion R
C/O TUHURA BIOSCIENCES, INC.
10500 UNIVERSITY CENTER DR., SUITE 110
TAMPA, FL33612
X
Signatures
/s/ Albert W. Vanderlaan, as Attorney-in-Fact 07/02/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 11, 2024, by and among TuHURA Biosciences, Inc. ("TuHURA"), Hura Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of TuHURA ("Merger Sub I"), Hura Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of TuHURA ("Merger Sub II,") and together with Merger Sub I, the "Merger Subs"), Kineta, Inc., a Delaware corporation ("Kineta") and Craig Philips, solely in his capacity as the representative, agent and attorney-in-fact of the stockholders of Kineta, and as amended by that certain First Amendment to Agreement and Plan of Merger, dated May 5, 2025 (as amended, the "Merger Agreement").
( 2 )This footnote is a continuation of footnote 1 above. Pursuant to the Merger Agreement, (i) Merger Sub I merged with and into Kineta (the "First Merger"), with Kineta 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.
( 3 )At the effective time of the First Merger (the "Effective Time"), each one (1) issued and outstanding share of Kineta's common stock, par value $0.001 per share ("Kineta Common Stock"), was cancelled and converted into the right to receive 0.185298 share of common stock of TuHURA, par value $0.001 per share ("TuHURA Common Stock"). Also pursuant to the Merger Agreement, each one (1) share of Kineta Common Stock is also entitled to (i) its pro rata portion of 1,129,884 shares of TuHURA Common Stock to be issued six months following the closing of the Mergers, subject to adjustment for losses incurred or accrued during the six month period from the closing of the Mergers, and (ii) the right to its pro rata share of cash consideration received by Kineta pursuant to disposed asset payments related to legacy Kineta assets.
( 4 )At the Effective Time, each option to purchase shares of the Kineta Common Stock that was outstanding immediately prior to the Effective Time that had an exercise price per share greater than $0.64 was canceled and extinguished for no consideration.

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