M&A: TuHURA Biosciences, Inc./NV

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000095017025001330

Comments: 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.

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Form Type: S-8

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095017024139679

Comments: 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.

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Form Type: 425

Filing Date: 2024-12-12

Corporate Action: Merger

Type: New

Accession Number: 000119312524276433

Comments: 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.

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Form Type: 8-K

Filing Date: 2024-12-12

Corporate Action: Merger

Type: New

Accession Number: 000119312524276426

Comments: 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.

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