M&A - TuHURA Biosciences, Inc./NV

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000095017025091693

Filing Summary: On June 30, 2025, TuHURA Biosciences, Inc. completed its acquisition of Kineta, Inc., as outlined in the Agreement and Plan of Merger dated December 11, 2024, and amended on May 5, 2025. This involved a two-step merger where Merger Sub I merged with Kineta, making Kineta the surviving corporation, followed by a merger of Kineta into Merger Sub II, with Merger Sub II being the surviving entity. Each share of Kineta common stock was converted to 0.185298 shares of TuHURA common stock, amounting to approximately 2,868,169 shares. Additional arrangements included the potential issuance of approximately 1,129,885 shares of TuHURA common stock and conditions for cash consideration regarding legacy Kineta assets. A press release was issued on the same date announcing the merger's completion. Financial statements related to the acquisition will be filed by amendment within 71 days of this report.

Form Type: 8-K

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000095017025089118

Filing Summary: On June 23, 2025, TuHURA Biosciences, Inc. held a Special Meeting where stockholders voted on key proposals related to the previously disclosed Merger Agreement with Kineta, Inc. The Mergers consist of two parts: the First Merger where Merger Sub I will merge with Kineta with Kineta as the surviving entity, and the Second Merger in which the surviving entity will then merge with Merger Sub II. Key proposals included an increase in authorized shares from 75 million to 200 million, which was approved with 28,531,894 votes for; a reincorporation from Nevada to Delaware, with 23,703,577 votes for; election of six directors, all approved; a non-binding advisory compensation proposal for executive officers received 21,009,852 votes for; and ratification of Cherry Bekaert LLP as the independent registered public accounting firm which received 28,867,309 votes for. The satisfactory approval from stockholders allows TuHURA and Kineta to proceed with the Mergers as soon as possible, pending the fulfillment of remaining closing conditions under the Merger Agreement.

Form Type: 8-K

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525137135

Filing Summary: On June 2, 2025, TuHURA Biosciences, Inc. and investors entered into a securities purchase agreement for a private placement, agreeing to issue 4.76 million shares of common stock and corresponding warrants, collectively valued at approximately $12.6 million. Purchasers are obligated to purchase their shares in four equal tranches based on specific milestones connected to FDA notifications regarding clinical trials and the completion of conditions for a merger with Kineta, Inc. The offering's effective price per Share and Warrant is $2.65. The company plans to allocate proceeds from the offering for the merger with Kineta, funding clinical trials, and for working capital needs. The Warrants will expire five years post certain conditions being met, including merger approval. Important registration documents related to the merger have been filed with the SEC, urging stakeholders to review the proxy statement for critical details on the merger with Kineta. The Form 8-K does not serve as a solicitation for any securities, and the forward-looking statements within it emphasize the uncertainty related to future results.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000095017025072745

Filing Summary: TuHURA Biosciences, Inc. has entered into a merger agreement with Kineta, Inc., whereby Merger Sub I will merge with Kineta, leaving Kineta as the surviving corporation. This will be followed by a second merger where Kineta will merge into Merger Sub II, part of the same transaction. The mergers are intended to qualify as a tax-free reorganization. The original merger agreement was dated December 11, 2024, and the amendment was executed on May 5, 2025. The merger consideration includes both cash and shares of TuHURA common stock, with a total cash component of $6,005,000 and approximately 3,998,053 shares of TuHURA common stock to be distributed to Kineta's stockholders. The expected closing for the mergers is in the second quarter of 2025, subject to the fulfillment of certain conditions. Additionally, a registration form was filed in connection with the mergers.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000095017025072685

Filing Summary: TuHURA Biosciences, Inc. reported its financial results for the first quarter ending March 31, 2025, and provided an update regarding its proposed merger with Kineta, Inc. The filing includes a press release that highlights the company's performance and outlines details about the merger, including that a registration statement on Form S-4 was filed with the SEC, encompassing a preliminary joint proxy statement and prospectus. Investors are encouraged to read these documents for comprehensive information regarding the merger. This filing is not a solicitation or offer related to the merger, and the definitive joint proxy statement will be sent to stockholders once finalized. Furthermore, cautionary notes regarding forward-looking statements are provided, signaling that the information and projections are based on current beliefs and may change.

Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000095017025065057

Filing Summary: On May 5, 2025, TuHURA Biosciences, Inc. amended its previously disclosed merger agreement with Kineta, Inc. to incorporate substantial changes. This involves a two-step merger process where Merger Sub I will first merge with Kineta, followed by Merger Sub II merging into the surviving entity. The merger consideration now includes specified stock and cash components calculated based on various adjustments, including deductions for liabilities incurred by TuHURA related to Kineta. Additionally, the End Date for the transaction has been extended to June 30, 2025. The Amendment also sets forth prerequisites for closing, including a minimum gross fundraising requirement of $20 million prior to the merger closing. Other relevant details regarding share conversion and cash considerations have been articulated, necessitating thorough review of the revised agreement.

Form Type: S-4/A

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000119312525113920

Filing Summary: The document details the amendments and updates regarding the merger agreement involving TuHURA Biosciences, Inc. The filing outlines changes to the terms of equity compensation plans and preferred stock issuance. It includes information on the merger's implications for existing shareholders, adjustments in security offerings, and planned distributions moving forward. The amended terms affect valuations and warrant structures in context to the merger's finalization date, alongside providing insights into any financial conditions tied to the execution of these agreements.

Form Type: 425

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525069713

Filing Summary: On April 1, 2025, TuHURA Biosciences, Inc. provided a corporate update and reported its financial results for fiscal year 2024. A significant highlight includes the proposed acquisition by merger of Kineta, Inc., a strategic move aimed at enhancing TuHURA's clinical pipeline with Kineta's VISTA inhibiting antibody. The merger is expected to close in Q2 2025, pending relevant funding and closing conditions. TuHURA aims to initiate its Phase 3 accelerated approval trial of IFx-2.0 in Q2 2025, utilizing a Special Protocol Assessment from the FDA. CEO James Bianco noted that 2024 was a transformative year with NASDAQ listing achieved and capital raised to fund developmental needs. In 2024, TuHURA reported R&D expenses of $13.3 million, reflecting ongoing clinical development efforts. The company emphasized that while cautioning against undue reliance on forward-looking statements, it anticipates significant advancements in 2025, including potential integration of Kineta’s assets.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525069706

Filing Summary: On April 1, 2025, TuHURA Biosciences, Inc. reported its financial results for the year ended December 31, 2024, and provided a corporate update. The company announced a proposed acquisition by merger of Kineta, Inc., detailing that documents including a preliminary joint proxy statement and prospectus would be filed with the SEC. The merger is underlined by regulatory processes and the necessity for approval from both companies' stockholders. The report emphasizes the importance of reading the joint proxy statement/prospectus for critical information regarding the merger, encouraging investors and securityholders to stay informed. The company affirms that this filing is not a solicitation of a proxy or an offer to sell any securities, while also noting potential risks and uncertainties that may affect the merger process.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000095017025047921

Filing Summary: On October 18, 2024, TuHURA Biosciences, Inc. completed a merger with Kintara Therapeutics, which resulted in Kintara, the surviving corporation, renaming itself to TuHURA Biosciences, Inc. Following the merger, the business of the legacy company became the primary focus of the merged entity. Additionally, a 1-for-35 reverse stock split was executed in relation to this merger. The merger was executed in accordance with the terms laid out in the Kintara Merger Agreement from April 2, 2024, where Legacy TuHURA became a wholly owned subsidiary of the newly named corporation. After the merger, there was an issuance of approximately 40 million shares to the legacy stockholders of TuHURA, based on a predetermined exchange ratio, reflecting all necessary filings with the SEC and impacting the overall structure of the company as it transitions into its newly defined operational identity. The company targets developments in immuno-oncology and anticipates a second merger to acquire Kineta, Inc. in the upcoming months, focusing on improving their product offerings against cancer treatments.

Form Type: 8-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000095017025040770

Filing Summary: On March 18, 2025, TuHURA Biosciences, Inc. began presentations to investors and analysts regarding a proposed merger with Kineta, Inc. TuHURA will file relevant materials for this transaction with the SEC and mail joint proxy statements to stockholders. They urge investors to review the upcoming materials as they will contain crucial information about the merger. This report serves as a Regulation FD disclosure, and while presenting information regarding the merger, TuHURA admits no materiality of the information disclosed. The document includes forward-looking statements about the merger, addressing potential risks and uncertainties that could impact the completion and success of the merger.

Form Type: S-4

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525022803

Filing Summary: TuHURA Biosciences, Inc. has filed a registration statement on Form S-4 in relation to a merger agreement involving the company. The document outlines the terms of the merger, the approval process, and the implications for shareholders. Key details include the exchange ratios for different classes of shares, transaction structures, and anticipated timelines for the merger completion. The agreement is expected to enhance TuHURA's market presence and operational capabilities. The filing also mentions the need for shareholder approval and includes relevant financial disclosures.

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000095017025001330

Filing Summary: On December 27, 2024, TuHURA Biosciences, Inc. completed a merger transaction with Kintara Therapeutics, Inc. under the terms of an Agreement and Plan of Merger dated April 2, 2024. Following the merger, Kintara changed its name to TuHURA Biosciences, Inc., with TuHURA Delaware remaining a wholly owned subsidiary of Kintara. This filing also details the dismissal of Marcum LLP as the independent registered public accounting firm and the appointment of Cherry Bekaert LLP for the fiscal year ended December 31, 2024. There were no disagreements with Marcum prior to their dismissal, and their reports did not contain adverse opinions. The appointment of Cherry Bekaert was unanimously approved by the Audit Committee of the board of directors of the newly named company.

Form Type: S-8

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095017024139679

Filing Summary: On October 18, 2024, TuHURA Biosciences, Inc. completed a merger as per the Agreement and Plan of Merger dated April 2, 2024, involving Kintara Therapeutics, Inc., Kayak Mergeco, Inc., and Legacy TuHURA Biosciences, Inc. Each stock option of Legacy TuHURA was assumed by TuHURA Biosciences and converted into an option for its common stock. This Registration Statement on Form S-8 registers 3,269,825 shares under Legacy TuHURA's 2019 Equity Incentive Plan and 11,000,000 shares under TuHURA's 2024 Equity Incentive Plan. The registrant also indicated its status as a smaller reporting company and uncertainties regarding the use of extended transition periods for compliance with new financial standards.

Form Type: 425

Filing Date: 2024-12-12

Corporate Action: Merger

Type: New

Accession Number: 000119312524276433

Filing Summary: On December 11, 2024, TuHURA Biosciences, Inc. entered into a definitive merger agreement to acquire Kineta, Inc. This strategic acquisition targets the integration of Kineta's KVA12123 antibody into TuHURA’s pipeline for cancer immunotherapy, enhancing its current offerings. The merger intends to generate cash and stock to Kineta stockholders, including a base cash amount totaling $9,005,000 and additional common stock estimated at 3,476,568 shares, with a holdback for liabilities. This merger is expected to close in Q1 2025 and follows a prior exclusivity agreement signed in July 2024. Both companies are optimistic about the potential benefits of the merger, which aims to leverage cross-product synergies. The merger is positioned as a tax-free reorganization under U.S. tax law. The completion of the merger is subject to stockholder approvals and senior financial conditions.

Form Type: 8-K

Filing Date: 2024-12-12

Corporate Action: Merger

Type: New

Accession Number: 000119312524276426

Filing Summary: TuHURA Biosciences, Inc. disclosed a significant corporate action involving a merger with Kineta, Inc. The Agreement and Plan of Merger was signed on December 11, 2024, whereby Merger Sub I will merge with and into Kineta, and subsequently, Kineta will merge with Merger Sub II. The transactions are structured to qualify as a tax-free reorganization. Shareholders of Kineta will receive a combination of TuHURA Common Stock and cash as part of the merger consideration. Closing conditions include the approval of the merger by Kineta's stockholders, efficacy of TuHURA's registration statement, and successful completion of a financing transaction of at least $35 million. The merger agreements also include details about the financing of clinical trials, lock-up periods for shares, and the commitment of directors to support the merger. A joint press release was issued on December 12, 2024, detailing the merger agreement.