TuHURA Biosciences Enters Material Definitive Agreement

TL;DR

TuHURA Bio just signed a big deal, filing an 8-K today.

AI Summary

TuHURA Biosciences, Inc. announced on December 11, 2024, that it entered into a Material Definitive Agreement. The company, formerly known as Kintara Therapeutics, Inc., is incorporated in Nevada and operates in the Pharmaceutical Preparations industry.

Why It Matters

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

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry inherent risks related to the terms, counterparty, and execution of the agreement.

Key Numbers

• 001-37823 — SEC File Number (Identifies the company's filing with the SEC.)
• 99-0360497 — IRS Employer ID (Company's tax identification number.)

Key Players & Entities

• TuHURA Biosciences, Inc. (company) — Registrant
• December 11, 2024 (date) — Date of earliest event reported
• Kintara Therapeutics, Inc. (company) — Former company name
• Nevada (jurisdiction) — State of incorporation
• 2834 (industry_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share HURA The Nasdaq
• $15,000,000 — ermined as follows: the difference of $15,000,000 and any deductions if the Per Share Cas
• $5 — ference in the first bullet, divided by $5.7528, such stock price, the "Parent Sha
• $5,000,000 — ermined as follows: the difference of $5,000,000 and (i) any liabilities incurred by TuH
• $12,000,000 — rking capital deficient is greater than $12,000,000; such difference in the first bullet,
• $300,000 — already made by TuHURA to Kineta); (ii) $300,000 (as credit for the extension payment al
• $695,000 — lready made by TuHURA to Kineta); (iii) $695,000 (which represents advances already made
• $0 — if the net working capital is less than $0, such difference (and if the net workin
• $15,000,000 b — en such difference will be added to the $15,000,000 base cash consideration); and such diff
• $322,933 — ny cash Kineta has at the Closing, plus $322,933 for prepaid expenses in connection with
• $35 million — net proceeds to TuHURA of not less than $35 million (the "Concurrent Investment"), (ix) Kin
• $1,000,000 — ired to pay TuHURA a termination fee of $1,000,000; or (b) by Kineta, if TuHURA is unable
• $900,000 — o which TuHURA has agreed to loan up to $900,000 to Kineta solely for the purpose of fun

Filing Documents

• d881353d8k.htm (8-K) — 69KB
• d881353dex21.htm (EX-2.1) — 547KB
• d881353dex101.htm (EX-10.1) — 97KB
• d881353dex102.htm (EX-10.2) — 52KB
• d881353dex103.htm (EX-10.3) — 45KB
• d881353dex104.htm (EX-10.4) — 31KB
• d881353dex991.htm (EX-99.1) — 32KB
• g881353g1212034108144.jpg (GRAPHIC) — 2KB
• g881353g1212034108579.jpg (GRAPHIC) — 3KB
• 0001193125-24-276426.txt ( ) — 1207KB
• hura-20241211.xsd (EX-101.SCH) — 3KB
• hura-20241211_lab.xml (EX-101.LAB) — 18KB
• hura-20241211_pre.xml (EX-101.PRE) — 11KB
• d881353d8k_htm.xml (XML) — 4KB

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): December 11, 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 N/A (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. Item1.01 Entry into a Material Definitive Agreement. Merger Agreement On December 11, 2024, TuHURA Biosciences, Inc. ("TuHURA" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Kineta, Inc., a Delaware corporation ("Kineta"), 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"), and Craig Philips, solely in his capacity as the representative, agent and attorney-in-fact of the stockholders of Kineta (the "Stockholders Representative"). Each capitalized term used herein but not otherwise defined has the meaning given to it in the Merger Agreement. Pursuant to the terms of the Merger Agreement, among other things and subject to the terms and conditions set forth therein, Merger Sub I will (a) merge with and into Kineta (the "First Merger"), with Kineta being the surviving corporation of the First Merger, also known as the "Surviving Entity"; and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Entity will merge with and into Merger Sub II (the "Second Merger" and, together with the First Merger, the "Mergers" ), with Merger Sub II being the surviving company of the Second Merger, also known as the "Surviving Company." The Mergers are intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Merger Consideration "Initial Per Share Stock Consideration" means the number of shares of TuHURA Common Stock being issued for each share of Kineta Common Stock, determined as follows: the difference of $15,000,000 and any deductions if the Per Share Cash Consideration (as described below) is less than zero; such difference in the first bullet, divided by $5.7528, such stock price, the "Parent Share Value"; and with such resulting quotient from the second bullet, divided by the fully diluted Kineta Common Stock, all rounded down to six (6) decimal places. "Delayed Per Share Stock Consideration" means the number of shares of TuHURA Common Stock being issued for each share of Kineta Common Stock, determined as follows: the difference of $5,000,000 and (i) any liabilities incurred by TuHURA due to a breach of the undisclosed liabilities representation made by Kineta in the Merger Agreement; (ii) any and all losses incurred through the six months after the Closing and those losses estimated to be incurred by Parent related to any stockholder litigation; and (iii) any amount to which the closing net working capital deficient is greater than $12,000,000; such difference in the first bullet, divided by the Parent Share Value; and with such resulting quotient from the second bullet, divided by the fully diluted Kineta Common Stoc

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