TuHURA Biosciences, Inc S-4/A, filed May 8, 2025
TuHURA Biosciences, Inc. (HURA)
As filed with the U.S. Securities and Exchange Commission on May 8, 2025
Registration No. 333-284787
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TUHURA BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 2834 | 99-0360497 | ||
| (State of Incorporation) | (Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification No.) |
10500 University Center Dr., Suite 110
Tampa, Florida 33612
Telephone: (813) 875-6600
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
James Bianco, M.D. President and
Chief Executive Officer TuHURA
Biosciences, Inc.
10500 University Center Dr., Suite 110
Tampa, Florida 33612
Telephone: (813) 875-6600
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
With a copy to:
| Curt P. Creely, Esq. Garrett F. Bishop, Esq. 100 North Tampa Street, Suite 2700 Tampa, Florida 33602 |
Craig W. Philips President and Secretary Kineta, Inc. 7683 SE 27th Street, Suite 481 Mercer Island, WA 98040 (206) 378-0400 |
Albert Vanderlaan, Esq. Orrick, 222 Berkeley Street, Suite 2000 Boston, Massachusetts 02116 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE U.S. SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
EXPLANATORY NOTE
TuHURA Biosciences, Inc. is filing this Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-284787), originally filed on February 7, 2025, as amended by Amendment No. 1 to the Registration Statement on Form S-4A filed with the Commission on May 6, 2025, (the “Registration Statement”) as an exhibit-only filing. Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Part II of the Registration Statement, including the signature page to the Registration Statement, the exhibit index, and the exhibits filed hereto. The remainder of the Registration Statement, including the joint proxy statement/prospectus, is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Neither TuHURA’s Articles of Incorporation or TuHURA’s Bylaws prevent TuHURA from indemnifying TuHURA’s officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.751 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense of an action to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.751(a) or 78.751(b), or in defense of any claim, issue or matter therein.
NRS Section 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS Section 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS Section 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS Section 78.747 provides that except as otherwise provided by specific statute or agreement, no stockholder, director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers or controlling persons of TuHURA, pursuant to the foregoing provisions, or otherwise, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent,
II-1
submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue. TuHURA has entered agreements to indemnify TuHURA’s directors and officers to the maximum extent allowed under Nevada law. These agreements, among other things, indemnify our directors and officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in TuHURA’s right, on account of any services undertaken by such person on behalf of TuHURA or that person’s status as a member of TuHURA’s board of directors.
See also the undertakings set out in response to Item 22 of this Registration Statement.
Item 21. Exhibits and Financial Statement Schedules
Exhibit Index
II-2
II-3
II-4
II-5
| † | Confidential treatment is requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission. |
| †† | Schedule has been omitted pursuant to Item 601(a)(5) of Regulation S-K. TuHURA hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission. |
| * | Filed herewith. |
| ** | To be filed by amendment. |
| *** | Previously filed. |
| # | Indicates management contract or compensatory plan or arrangement. |
Item 22. Undertakings
The undersigned registrant hereby undertakes:
| A. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| B. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| C. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| D. | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| E. | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant hereby undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such |
II-6
| purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| F. | The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
| G. | The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (F) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| H. | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| I. | The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
| J. | The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, FL on May 8, 2025.
| TUHURA BIOSCIENCES, INC. | ||
| By: | /s/ James A. Bianco, M.D. | |
| Name: James A. Bianco, M.D. | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities indicated:
| SIGNATURE |
TITLE |
DATE | ||
| /s/ James A. Bianco, M.D. James A. Bianco, M.D. Chief Executive Officer |
Chief Executive Officer and Director “(Principal Executive Officer)” |
May 8, 2025 | ||
| /s/ * Dan Dearborn Chief Financial Officer |
Chief Financial Officer “(Principal Financial and Accounting Officer)” |
May 8, 2025 | ||
| /s/ * James Manuso, Ph.D. |
Director |
May 8, 2025 | ||
| /s/ * Alan List, M.D. |
Director |
May 8, 2025 | ||
| /s/ * George Ng |
Director |
May 8, 2025 | ||
| /s/ * Robert Hoffman |
Director |
May 8, 2025 | ||
|
Craig Tendler |
Director |
May 8, 2025 | ||
| *By: |
/s/ James A. Bianco, M.D. James A. Bianco, M.D. Attorney-in-Fact |
Director |
May 8, 2025 |
II-8
Exhibit 8.1
|
|
ATTORNEYS AT LAW
1000 LOUISIANA STREET, SUITE 2000 HOUSTON, TX 77002-2099 713.276.5500 TEL 713.276.5555 FAX WWW.FOLEY.COM |
May 8, 2025
Dr. James Bianco
Chief Executive Officer
TuHURA Biosciences, Inc.
10500 University Center Drive
Suite 110
Tampa, FL 33612
Ladies and Gentlemen:
We have acted as U.S. tax counsel to TuHURA Biosciences, Inc., a Delaware corporation (the “Company”), in connection with (i) the proposed merger of Hura Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (the “Merger Sub I”), with and into Kineta, Inc., a Delaware corporation (“Kineta”), with the Kineta surviving the merger (Kineta as the surviving company following the merger, the “Surviving Entity”) (the “First Merger”), and (ii) immediately following the First Merger, the merger of the Surviving Entity with and into Hura Merger Sub II, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), with Merger Sub II being the surviving company (the “Second Merger”, and together with the First Merger, the “Mergers”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 11, 2024, as amended by the First Amendment to the Agreement and Plan of Merger dated May 5, 2025, among the Company, Kineta, the Merger Subs, and Craig Philips, solely for the limited purposes therein (as amended, the “Merger Agreement”). At your request, in connection with the filing of the Form S-4 (Registration No. 333-284787) (including the joint proxy statement/prospectus contained therein, the “Registration Statement”), we are rendering our opinion concerning the qualification of the Mergers as a “reorganization” within the meaning of section 368(a) of the Code. 1
In rendering our opinion, we have examined the Merger Agreement, the Registration Statement, (as amended or supplemented through the date of this letter), and such other documents as we have deemed necessary or appropriate for purposes of our opinion. In addition, we have assumed that (i) the Mergers will be consummated in accordance with the provisions of the Merger Agreement and as described in the Registration Statement, (ii) no transaction, covenant, or condition described in the Registration Statement and affecting this
| 1 | Unless otherwise indicated, all “section” references are to the Internal Revenue Code of 1986 (the “Code”), as in effect as of the date of this Opinion. Capitalized terms used but not defined in this letter shall have the meanings ascribed to them in the Merger Agreement. |
opinion will be waived by any party, (iii) the statements concerning the Mergers and the parties set forth in the Merger Agreement are true, complete, and correct, (iv) the Registration Statement is true, complete, and correct, (v) the statements and representations made by each of Company and Kineta in its respective officer’s certificates dated as of the date of this letter and delivered to us for purposes of this opinion (the “Officer’s Certificates”) are true, complete and correct as of the date of this letter and will remain true, complete and correct at all times up to and including the Closing Date, (vi) any such statements and representations made in the Officer’s Certificates that are qualified by knowledge, belief, materiality, or comparable qualification are and will be true, complete, and correct without such qualification, and (vii) the Company, Kineta, and their respective subsidiaries will treat the Mergers for U.S. federal income tax purposes in a manner consistent with the opinion set forth below. If any of the above-described assumptions are untrue for any reason, our opinion as expressed below may be adversely affected.
Based upon and subject to the foregoing, we are of the opinion that, under currently applicable U.S. federal income tax law, the discussion set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Mergers,” insofar as such discussion relates to statements of United States federal income tax law, is accurate in all material respects.
We express no opinion on any issue relating to the tax consequences of any transaction contemplated by the Registration Statement other than the opinion set forth above. Our opinion is based on current provisions of the Code, Treasury regulations promulgated under the Code, published pronouncements of the Internal Revenue Service, and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the Mergers, or any inaccuracy in the statements, facts, assumptions, or representations upon which we have relied, may affect the continuing validity of our opinion as set forth in this letter. We assume no responsibility to inform the Company of any such change or inaccuracy that may occur or come to our attention.
We are furnishing this opinion in connection with the filing of the Registration Statement, and this opinion is not to be relied upon for any other purpose without, in each instance, our prior written consent. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references in the Registration Statement to us. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
| Very truly yours, |
| /s/ Foley & Lardner LLP |
| Orrick, Herrington & Sutcliffe LLP
The Orrick Building 405 Howard Street | ||||
| May 8, 2025 | San Francisco, CA 94105-2669 | |||
|
+1 415 773 5700
orrick.com |
Kineta, Inc.
7683 SE 27th Street, Suite 481
Mercer Island, WA 98040
Ladies and Gentlemen:
We have acted as counsel to Kineta, Inc., a Delaware corporation (“Kineta”), in connection with the contemplated Mergers set forth in the Agreement and Plan of Merger made and entered into as of December 11, 2024, as amended by the First Amendment to the Agreement and Plan of Merger dated May 5, 2025 (as amended, the “Merger Agreement”), by and among Kineta, TuHURA Biosciences, Inc., a Nevada corporation (“TuHURA”) and Hura Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), and Hura Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), and as described in the Registration Statement on Form S-4 initially filed by TuHURA on February 7, 2025 and amended on May 6, 2025 (as amended, the “Registration Statement”) on Form S-4 (File no. 333-284787). Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.
For purposes of this opinion, we have reviewed the Merger Agreement, the Registration Statement, and such other documents and matters of law and fact as we have considered necessary or appropriate. We have assumed that (i) the Mergers will be consummated pursuant to and in accordance with the terms of the Merger Agreement and in the manner described in the Registration Statement (and no transaction or condition described therein and affecting this opinion will be waived by any party to the Merger Agreement), (ii) the facts and statements concerning the Mergers and the parties thereto set forth in the Merger Agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time and the Second Effective Time and thereafter where relevant, (iii) the statements and representations made by Kineta, TuHURA, and Merger Sub I and Merger Sub II in their respective Tax Representation Letters dated as of the date hereof and delivered to us for purposes of this opinion (the “Officer’s Certificates”) are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, Second Effective Time and thereafter where relevant, (iv) any statements and representations made in the Merger Agreement, the Registration Statement or the Officer’s Certificates qualified by knowledge, materiality, intention, belief or any other similar qualification, are true, complete and correct, and will remain true, complete and correct at all times up to and including the Effective Time and thereafter where relevant, in each case as if made without such qualifications, and any statement regarding intention of the parties, that such actions will be performed in accordance with such intentions, (v) the parties to the Merger Agreement have complied with and will continue to comply with, their respective covenants and agreements contained in the Merger Agreement and all covenants contained in the
| Kineta, Inc. May 8, 2025 Page 2 |
|
Officer’s Certificates will be performed without waiver or breach of any material provision thereof, (vi) there will be no change in applicable United States federal income tax law from the date hereof through the Effective Time and through the Second Effective Time, and (vii) Kineta, TuHURA, Merger Sub I and Merger Sub II will treat and report the Mergers as a “reorganization” within the meaning of Section 368(a) of the Code. If any of the above-described assumptions are untrue for any reason or if the Mergers are consummated in a manner that is different from the manner described in the Merger Agreement and the Registration Statement, our opinion as expressed below may be adversely affected. We have not undertaken any independent investigation of any factual matter set forth in any of the foregoing.
Based upon and subject to the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the Registration Statement, and our consideration of such other matters of fact and law as we have considered necessary or appropriate, we are of the opinion that the discussion set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Mergers,” insofar as such discussion relates to statements of United States federal income tax law, is accurate in all material respects.
We express no opinion on any issue relating to the tax consequences of the transactions contemplated by the Merger Agreement or the Registration Statement other than the opinion set forth above. Our opinion set forth above is based on the Code, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and judicial precedents, all as of the date hereof. The foregoing authorities may be repealed, revoked or modified, and any such change may have retroactive effect. Any change in applicable laws or facts and circumstances surrounding the Mergers, or any inaccuracy in the statements, facts, assumptions and representations on which we have relied may affect the validity of the opinion set forth herein. We assume no responsibility to inform Kineta of any such change or inaccuracy that may occur or come to our attention after the date hereof. In addition, our opinion is being delivered prior to the consummation of the Mergers and therefore is prospective and dependent on future events.
| Kineta, Inc. May 8, 2025 Page 3 |
|
This opinion is furnished to you solely in connection with the Registration Statement and this opinion is not to be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, |
| /s/ Orrick, Herrington & Sutcliffe LLP |
Exhibit 99.1
☐
|
TUHURA BIOSCIENCES, INC.
SPECIAL MEETING OF STOCKHOLDERS
[ ], 2025
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints XXXX, as the undersigned’s proxy with full power of substitution, to represent and vote all of the shares which the undersigned is entitled to vote at the Special Meeting of Stockholders (the “Special Meeting”) of TUHURA BIOSCIENCES, Inc. (the “Company”) in such manner as he may determine on any matters which may properly come before the Special Meeting or any adjournments thereof arid to vote on the matters set forth on the reverse side as directed by the undersigned. The Special Meeting will be held virtually on [ ], 2025, at [ ] p.m., Eastern Standard Time, and at any and all adjournments thereof. The undersigned. hereby revokes any proxies previously given. In order to attend the virtual Special Meeting, you must pre-register at [ ]. This Proxy is solicited by the Board of Directors of TUHURA BIOSCIENCES, Inc. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.
This Proxy is solicited by the Board of Directors of TUHURA BIOSCIENCES, Inc. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.
If no direction is made, this Proxy will be voted “FOR” Proposals 1, 2, 3, 4, 5, and 6.
(Continued, and to be marked, dated and signed, on the other side)
|
1.1 |
14475
|
SPECIAL MEETING OF STOCKHOLDERS OF
TuHURA BIOSCIENCES, INC.
[ ], 2025
|
PROXY VOTING INSTRUCTIONS
|
| INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
VIRTUALLY AT THE MEETING - The company will be hosting the meeting live via the Internet. To attend the meeting via the Internet, please visit https://web.lumiconnect.com/XXXXXXXXX (password: xyz2025) and be sure to have your control number available.
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access. |
|
|||||
|
COMPANY NUMBER
|
||||||
|
ACCOUNT NUMBER
|
||||||
|
|
| NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Special Meeting of Stockholders, Proxy Statement and Proxy Card, are available at http://www.astproxyportal.com/ast/29330 |
|
|
Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.
|
|
XXXX25
| |||||||
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3, 4, 5, and 6. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
| ||||||||
| 3. To elect six directors nominated to service until the 2026 annual meeting of the stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal (the "Director Election Proposal");
|
||||||||||
| NOMINEES: | ||||||||||
| ☐ | FOR ALL NOMINEES |
|
||||||||
|
|
||||||||||
| ☐ | WITHHOLD AUTHORITY FOR ALL NOMINEES |
|
||||||||
|
|
||||||||||
|
|
||||||||||
| ☐ | FOR ALL EXCEPT (See instructions below) |
|
||||||||
|
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: 🌑. | ||||||||||
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
☐ | |||||||||
(01) James A Bianco, M.D.| FOR | AGAINST | ABSTAIN | ||||||
| 1. To amend the Articles of Incorporation, as amended, of TuHURA to increase the number of authorized shares of TuHURA Common Stock from 75 million shares to 200 million shares (the "Authorized Share Increase Proposal");
|
☐ | ☐ | ☐ | |||||
| 2. To approve the reincorporation of TuHURA from Nevada to Delaware (the "Delaware Conversion Proposal");
|
☐ | ☐ | ☐ | |||||
| 4. To approve, on a non-binding advisory basis, the compensation for our named executive officers (the Executive Compensation Proposal");
|
☐ | ☐ | ☐ | |||||
| 5. To ratify the appointment of Cherry Bekaert LLP as TuHURA’s independent registered public accounting firm for fiscal year ending December 31, 2025 (the "Auditor Ratification Proposal");
|
☐ | ☐ | ☐ | |||||
| 6. To approve the adjournment of the TuHURA special meeting, if necessary or appropriate, (i) to solicit additional proxies if there are insufficient shares of TuHURA Common Stock represented (either in person or by proxy) and voting to obtain, with respect to the Authorized Share Increase Proposal, the affirmative vote of the holder of a majority of the voting power of the shares of TuHURA Common Stock and, if necessary to comply with applicable law, with respect to the issuance of shares of TuHURA Common Stock to the stockholders of Kineta, Inc. as described in this joint proxy statement/prospectus, or to constitute a quorum necessary to conduct the business of the TuHURA special meeting, (ii) to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to TuHURA stockholders or (iii) to comply with applicable law (the "TuHURA Adjournment Proposal"); and |
☐ | ☐ | ☐ | |||||
| To transact such other business as may properly come before the stockholders at the TuHURA special meeting or any adjournment. | ||||||||
| Signature of Stockholder | Date: | Signature of Stockholder | Date: |
| Note:
|
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
|
|
Exhibit 99.2
|
KINETA, INC. 7683 SE 27TH STREET, SUITE 481 MERCER ISLAND, WASHINGTON 98040 |
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. | |
| During The Meeting - Go to www.virtualshareholdermeeting.com/KA2025SM
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. | ||
| VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. | ||
| VOTE BY MAIL | ||
| Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | ||
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V75371-TBD KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| KINETA, INC. | ||||||||||||||
| The Board of Directors recommends you vote FOR the following proposals:
|
For | Against | Abstain | |||||||||||
| 1. | To adopt the Agreement and Plan of Merger dated December 11, 2024, as amended by the First Amendment to the Agreement and Plan of Merger dated May 5, 2025, by and between TuHURA Biosciences, Inc., a Nevada corporation (“TuHURA”), Hura Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of TuHURA, Hura Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of TuHURA, Kineta, Inc., a Delaware corporation ("Kineta"), and Craig Philips, solely in his capacity as the representative, agent and attorney-in-fact of the Kineta stockholders (as amended from time to time, the “Merger Agreement”); |
☐ | ☐ | ☐ | ||||||||||
| 2. | To approve, on a non-binding, advisory basis, the compensation that will or may be paid to Kineta’s named executive officers in connection with the transactions contemplated by the Merger Agreement; and |
☐ | ☐ | ☐ | ||||||||||
| 3. | To approve the adjournment of the Kineta special meeting, if necessary or appropriate, (i) to solicit additional proxies if there are insufficient shares of Kineta's common stock represented (either in person or by proxy) and voting to obtain the affirmative vote of the holders of a majority of the shares of Kineta common stock outstanding on the record date for the Kineta special meeting or to constitute a quorum necessary to conduct the business of the Kineta special meeting, (ii) to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to Kineta stockholders or (iii) to comply with applicable law. |
☐ | ☐ | ☐ | ||||||||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer and give full title as such. |
||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date |
Signature (Joint Owners) | Date | |||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Notice and Joint Proxy Statement / Prospectus are available at www.proxyvote.com.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
V75372-TBD
KINETA, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
[TBD], 2025 at [TBD] Eastern Time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The stockholder(s) hereby appoint(s) Craig Philips and Keith Baker, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Kineta, Inc. that the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held at [TBD], on [TBD], 2025, virtually at www.virtualshareholdermeeting.com/KA2025SM, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on reverse side