Kintara Therapeutics Reports Material Definitive Agreement & Acquisition

Ticker: HURA · Form: 8-K · Filed: Oct 21, 2024 · CIK: 1498382

Sentiment: neutral

Topics: definitive-agreement, acquisition, change-of-control, asset-disposition

Related Tickers: KTRA

TL;DR

Kintara Therapeutics (KTRA) filed an 8-K detailing a material definitive agreement, asset disposition, and change of control. Big moves happening.

AI Summary

Kintara Therapeutics, Inc. filed an 8-K on October 21, 2024, reporting several material events as of October 18, 2024. These include entering into a material definitive agreement, completion of an acquisition or disposition of assets, and changes in control of the registrant. The filing also addresses results of operations and financial condition, material modifications to security holder rights, and amendments to articles of incorporation or bylaws.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions or asset sales and changes in control, which could substantially alter the company's structure and future direction.

Risk Assessment

Risk Level: high — The filing indicates a change in control and potential asset disposition, which are significant events that can introduce substantial uncertainty and risk.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Kintara Therapeutics?

The filing indicates the entry into a material definitive agreement, but specific details of the agreement are not provided in this summary.

What type of acquisition or disposition of assets was completed?

The filing confirms the completion of an acquisition or disposition of assets, but the specifics of the transaction are not detailed here.

What specific changes occurred regarding the control of Kintara Therapeutics?

The filing reports a change in control of the registrant, but the exact nature of this change is not elaborated upon in the provided text.

Are there any updates on Kintara Therapeutics' results of operations and financial condition?

Yes, the filing lists 'Results of Operations and Financial Condition' as an item of information, suggesting an update is provided within the full document.

What modifications were made to the rights of Kintara Therapeutics' security holders?

The filing mentions 'Material Modifications to Rights of Security Holders,' indicating that changes affecting security holders have occurred and are detailed in the full report.

Filing Stats: 4,536 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2024-10-21 08:30:25

Key Financial Figures

Filing Documents

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2024 TUHURA BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-37823 99-0360497 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 10500 University Dr. , Suite 110 Tampa , Florida 33612 (Address of Principal Executive Offices, including zip code) Registrant's Telephone Number, Including Area Code: ( 813 ) 875-6600 Kintara Therapeutics, Inc. 9920 Pacific Heights Blvd , Suite 150 San Diego , California 92121 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share HURA The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 13(a) of the Exchange Act. Explanatory Note On October 18, 2024, the Nevada corporation formerly known as "Kintara Therapeutics, Inc." completed its previously announced merger transaction in accordance with the terms of the Agreement and Plan of Merger, dated as of April 2, 2024 (the "Merger Agreement"), by and among Kintara Therapeutics, Inc. ("Kintara"), TuHURA Biosciences, Inc. ("TuHURA"), and Kayak Mergeco, Inc., a direct wholly owned subsidiary of Kintara ("Merger Sub" and collectively with Kintara and TuHURA, the "Parties"), pursuant to which Merger Sub merged with and into TuHURA, with TuHURA surviving as a direct wholly owned subsidiary of Kintara and the surviving corporation of the merger (the "Merger"). Additionally, as a result of the Merger, Kintara changed its name (the "Name Change") from "Kintara Therapeutics, Inc." to "TuHURA Biosciences, Inc." Unless the context otherwise requires, "we," "us," "our," and the "Company" refer to TuHURA Biosciences, Inc., a Nevada corporation, and its wholly owned subsidiaries. See Item 2.01 for additional information regarding completion of the Merger. Item1.01. Entry into a Material Definitive Agreement. Contingent Value Rights Agreement In connection with the Merger, the Company entered into a Contingent Value Rights Agreement (the "CVR Agreement") with Equiniti Trust Company, LLC (the "Rights Agent"), pursuant to which the Kintara common stockholders and Kintara common stock warrant holders of record as of immediately prior to the consummation of the Merger and Reverse Stock Split (as defined below) received one contingent value right ("CVR") for each outstanding share of common stock of Kintara held by such stockholder (or, in the case of warrants, each share of common stock of Kintara for which such warrant is exercisable into). Pursuant to the CVR Agreement, upon the achievement of the Milestone (as defined below), the holders of CVRs are entitled, in aggregate, to receive approximately 1,539,918 shares of common stock of the Company (which gives effect to the Reverse Stock Split) (collectively, the "CVR Shares"). Each CVR shall entitle the holder thereof to receive its portion of the CVR Shares if the Company (i) enrolls a minimum of ten cutaneous metastatic breast cancer patients in a study to determine whether a dose of REM-001 lower than 1.2 mg/kg elicits a treatment effect similar to that seen in prior studies of REM-001 at the 1.2 mg/kg dose and (ii) such patients enrolled in the study complete eight weeks of follow-up, in each case, on or before December 31, 2025 (the "Milestone"). The payment date for the CVR Shares will be within 10 business days after the Rights Agent receives the CVR Shares as the payment for achievement of the Milestone. In the event that the Milestone is not achieved, holders of the CVRs will not receive any CVR Shares pursuant to the

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