Kintara Therapeutics Files 8-K for Material Agreement

TL;DR

KINTARA THERAPEUTICS (KTRA) FILED AN 8-K ON 9/25/24 FOR A MATERIAL DEFINITIVE AGREEMENT.

AI Summary

Kintara Therapeutics, Inc. filed an 8-K on September 25, 2024, reporting the entry into a material definitive agreement. The filing also includes financial statements and exhibits. The company was formerly known as DelMar Pharmaceuticals, Inc. and Berry Only Inc.

Why It Matters

This filing indicates a significant new contract or partnership for Kintara Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not detailed in the provided filing excerpt.

Key Players & Entities

• Kintara Therapeutics, Inc. (company) — Registrant
• DelMar Pharmaceuticals, Inc. (company) — Former company name
• Berry Only Inc. (company) — Former company name
• September 25, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — ares of Kintara common stock, par value $0.001 per share, as a condition to closing th

Filing Documents

• ktra-20240925.htm (8-K) — 67KB
• ktra-ex2_1.htm (EX-2.1) — 34KB
• 0000950170-24-109377.txt ( ) — 226KB
• ktra-20240925.xsd (EX-101.SCH) — 27KB
• ktra-20240925_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously announced, on April 2, 2024, Kintara Therapeutics, Inc. (" Kintara "), Kayak Mergeco, Inc., a wholly-owned subsidiary of Kintara incorporated in the State of Delaware (" Merger Sub "), and TuHURA Biosciences, Inc., a Delaware corporation (" TuHURA " and collectively with Kintara and Merger Sub, the " Parties "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") pursuant to which Merger Sub will merge with and into TuHURA, with TuHURA surviving the merger and becoming a direct, wholly-owned subsidiary of Kintara (the " Merger "). On September 25, 2024, the Parties entered into a Waiver Agreement (the " Waiver Agreement ") pursuant to which TuHURA waived the requirement in the Merger Agreement that Kintara stockholders approve the reincorporation of Kintara from the State of Nevada to the State of Delaware as a condition to closing the Merger. In addition, pursuant to the Waiver Agreement, the Parties agreed to waive the requirement in the Merger Agreement that Kintara stockholders approve an increase to the number of authorized shares of Kintara common stock, par value $0.001 per share, as a condition to closing the Merger, with such waiver conditioned upon the contemplated reverse stock split being effected at a ratio of 1-for-35 or greater, as set forth in the definitive proxy statement and final prospectus filed by Kintara on August 19, 2024. The preceding summary of the Waiver Agreement does not purport to be complete and is qualified in its entirety by reference to the Waiver Agreement, which is filed as Exhibit 2.1 hereto, and which is incorporated herein by reference. Additional Information about the Proposed Merger and Where to Find It This Current Report on Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This Current Report on Form 8-K relates to the p

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the communication attached hereto as Exhibit 2.1 contain forward-looking statements based upon Kintara's and TuHURA's current expectations. This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "should," "would," "project," "plan," "expect," "goal," "seek," "future," "likely" or the negative or plural of these words or similar expressions. These statements are only predictions. Kintara and TuHURA have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of Kintara's and TuHURA's control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the risk that the conditions to the closing or consummation of the proposed Merger are not satisfied, including the failure to obtain Kintara stockholder approval for the proposed Merger; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Kintara and TuHURA to consummate the transactions contemplated by the proposed Merger; (iii) risks related to Kintara's and TuHURA's ability to correctly estimate their respective operating expenses and expenses associated with the proposed Merger, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that coul

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 2.1 Waiver Agreement to Agreement and Plan of Merger, dated as of September 25, 2024, by and among Kintara Therapeutics, Inc., Kayak Mergeco, Inc., and TuHURA Biosciences, Inc.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KINTARA THERAPEUTICS, INC. Date: September 25, 2024 By: /s/ Robert E. Hoffman Name: Robert E. Hoffman Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR