HURA 8-K
TuHURA Biosciences, Inc./NV (HURA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on June 2, 2025, TuHURA Biosciences, Inc. (the “Company”) and investors (the “Purchasers”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company agreed to issue to the Purchasers, in a private placement (the “Offering”), an aggregate of 4.76 million shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), together with warrants to purchase an equal number of shares of Common Stock at an exercise price of $3.3125 (the “Warrants”), for an aggregate offering amount of approximately $12.6 million. The combined effective offering price for each Share and accompanying Warrant in the Offering was $2.65.
In addition to the approximately $8.9 million that was purchased in four tranches through July 24, 2025, under the Securities Purchase Agreement, approximately $3.7 million of the Offering (the “Final Tranche Offering Amount”) was required under the Securities Purchase Agreement to be purchased and funded by December 31, 2025 by four Purchasers who had the right defer the purchase of a portion of their Common Stock and Warrants until such time (the “Deferral Investors”). The Deferral Investors were Pranabio Investments LLC, Garden Street House, LLC, Thomas C. Mollick, and Matthew Nachtrab.
On September 5, 2025, each of Deferral Investors and the Company entered into an agreement (the “Final Purchase Agreements”) pursuant to which they agreed to immediately purchase an aggregate of $3.2 million of the Final Tranche Offering Amount in exchange for the Company’s agreement, set forth in a Warrant Amendment Agreement between the Company and each Deferral Investor (the “Warrant Amendment Agreements”), to extend the expiration dates of certain warrants to purchase an aggregate of 1.5 million shares of Company common stock that were issued by the Company’s predecessor in a 2024 private placement of convertible notes (the “2024 Warrants”). Under the Warrant Amendment Agreements, the expiration dates of the 2024 Warrants was extended to December 31, 2030.
The foregoing summaries of the Final Purchase Agreements and the Warrant Amendment Agreements do not purport to be complete and are qualified in their entirety by reference to the form of such documents attached hereto as Exhibits 10.1 and 4.2, respectively, and are each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No
10.1 Form of Final Closing Agreement.
10.2 Form of Warrant Amendment Agreement.
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TUHURA BIOSCIENCES, INC. |
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Date: |
September 11, 2025 |
By: |
/s/ Dan Dearborn |
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Name: Dan Dearborn |
Exhibit 10.1
September 5, 2025
TuHURA Biosciences, Inc.
10500 University Dr., Suite 110
Tampa, Florida 33612
Re: Letter Agreement regarding final closing under Securities Purchase Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Securities Purchase Agreement, dated June 2, 2025 (the “SPA”), among TuHURA Biosciences, Inc., a Nevada corporation (the “Company”), and the parties identified as “Investors” therein (the “Investors”). Capitalized terms used and not otherwise defined in this letter agreement shall have meanings set forth in the SPA.
Under the SPA, among other agreements, the undersigned Investor agreed to purchase, on or before December 31, 2025, a final tranche of ________ shares of Common Stock pursuant to the SPA (the “Final Tranche”). The undersigned Investor hereby agrees that, in consideration of the Company entering into that certain Warrant Amendment Agreement of even date herewith with the undersigned Investor, the undersigned Investor agrees to purchase the Final Tranche on an accelerated basis as follows: The undersigned Investor will purchase _______ shares of the Final Tranche on September 5, 2025, for an aggregate purchase price of $________, and will purchase the remaining _____________ shares of the Final Tranche (the “Remaining Shares”) on or before December 31, 2025 for an aggregate purchase price $__________. Subject to the foregoing, the terms and provisions of the SPA applicable to the undersigned Investor shall remain in full force and effect in accordance with the terms thereof, provided that the undersigned Investor agrees that the Company will not be required to register for resale, pursuant to Section 5.10 of the SPA, either (i) the _______ Remaining Shares or (ii) the _______ Warrant Shares issuable upon the exercise of the Warrants to be issued at the time of the purchase of the Remaining Shares pursuant to the SPA.
This letter agreement shall be construed and enforced in accordance with the internal laws of the State of Delaware, without regards to conflicts of laws principles. This letter agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Sincerely,
By:_______________________________
Acknowledged and agreed as of the date first written above:
TuHURA Biosciences, Inc.
By:
James A. Bianco,
Chief Executive Officer
Exhibit 10.2
TUHURA BIOSCIENCES, INC.
WARRANT AMENDMENT AGREEMENT
THIS WARRANT AMENDMENT AGREEMENT (this “Agreement”) is made and entered into effective as of September 5, 2025 (the “Effective Date”), by and between TUHURA BIOSCIENCES, INC., a Nevada corporation (the “Company”), and ____________ (the “Holder”).
Recitals
A. Pursuant to the following Common Stock Purchase Warrants issued by TuHURA Biosciences, Inc., a Delaware corporation (“TuHURA Delaware”), to the Holder, the Holder was granted the following warrants to purchase the following number of shares of common stock, par value $0.0001 per share, of TuHURA Delaware, at an exercise price of $1.02 per share (the “Predecessor Warrants”):
Predecessor Warrants |
Date of Predecessor Warrant |
# of Warrant Shares |
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B. On October 18, 2024, the Company completed 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 the Company (which was named Kintara Therapeutics, Inc. at the time), TuHURA Delaware, and Kayak Mergeco, Inc., a direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into TuHURA Delaware, with TuHURA Delaware surviving as a direct wholly owned subsidiary of the Company (the “Merger”).
C. As a result of the Merger and pursuant to the terms of the Merger Agreement, on October 18, 2024, the Predecessor Warrants were converted into and exchanged for replacement warrants (the “Existing Warrants”) entitling the Holder to purchase the following number of shares of Company common stock, par value $0.001 per share (“Common Stock”), at an exercise price of $5.70 per share, with the Existing Warrants otherwise having the same terms and provisions as the Predecessor Warrants, including the Termination Date (as defined in the Predecessor Warrants) set forth below (the “Original Termination Date”):
Existing Warrants |
Date of Predecessor Warrant |
# of Warrant Shares under Existing Warrant after Merger |
Termination Date |
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D. The Holder is a party to a Securities Purchase Agreement, dated June 2, 2025 (the “SPA”), pursuant to which the Holder agreed to purchase shares of Company Common Stock in different tranches, as more particularly set forth in the SPA.
E. Under the SPA, among other agreements, the Holder previously agreed to purchase the Holder’s final tranche of shares of Common Stock under the SPA (the “Final Tranche”) on or before December 31, 2025.
G. The Company and the Holder desire to hereby memorialize their agreement that the Company will extend the Termination Date of the Existing Warrants from the Original Termination Date to December 31, 2030 so long as the Holder purchases a portion of the Final Tranche on an accelerated basis as set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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[SIGNATURE PAGES FOLLOW]
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In Witness Whereof, the parties hereto have executed this Warrant Amendment Agreement as of the Effective Date.
COMPANY:
TUHURA BIOSCIENCES, INC.
By: Name: James A. Bianco Title: Chief Executive Officer
HOLDER:
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