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.
Bridge Loan Transaction
On October 27, 2025, TuHURA Biosciences, Inc. (the “Company”) entered into a Secured Promissory Note and Loan Agreement (the “Loan Agreement”) with the Matthew Nachtrab Revocable Trust dated 12/18/2014 (the “Lender”). Pursuant to the terms of the Loan Agreement, the Lender agreed to make loans to the Company in an aggregate principal amount of up to $3,000,000 (the “Loans”) during a 30-day availability period beginning on the date of the Loan Agreement. The Lender advanced the first loan to the Company in the amount of $1,500,000 simultaneously with the execution of the Loan Agreement (the “Initial Advance”), and upon advance notice by the Company in accordance with the terms therein, may loan up to an additional $1,500,000. The Loans will be used by the Company for working capital purposes.
The outstanding principal, plus any accrued and unpaid interest, of the Loans will be due and payable on the earlier of December 31, 2025 or on the date that is 30 days following the successful closing of an equity financing in which the Company receives gross cash proceeds in excess of $12,000,000. The outstanding principal amount of the Loans will bear an interest rate of 3% per month, payable in arrears on the maturity date. The Company may prepay all or a portion of the outstanding principal and accrued but unpaid interest under the Loan Agreement at any time without a prepayment fee. The Loan Agreement also provides for a $180,000 loan fee payable to the Lender on the maturity date.
The Loan Agreement provides for customary representations, warranties and covenants made by each the Company and the Lender. The Loan Agreement is secured by a first priority perfected security interest in U.S patents owned by the Company related to its ImmuneFxTM technology platform.
In addition, in connection with each loan advance made pursuant to the Loan Agreement, the Company will issue to the Lender a warrant to purchase shares of the Company’s common stock (each, a “Lender Warrant”) equal to 10% of the applicable loan advance divided by the exercise price, which shall be equal to the Nasdaq Official Closing price on such date of issuance, subject to adjustment in certain circumstances. On the date of the Initial Advance, the Company issued a Lender Warrant to the Lender to purchase up to 65,217 shares of common stock. Each Lender Warrant will be immediately exercisable and will expire on the date that is two years from the date of issuance.
The foregoing descriptions of the Loan Agreement and the Lender Warrant, are summary in nature and are each qualified by reference to the full text of each, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No
10.1 Secured Promissory Note and Loan 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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October 31, 2025 |
By: |
/s/ Dan Dearborn |
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Name: Dan Dearborn |
Exhibit 10.1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL INFORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECURED PROMISSORY NOTE AND LOAN AGREEMENT
$3,000,000.00 October 27, 2025
FOR VALUE RECEIVED, TUHURA BIOSCIENCES, INC., a Nevada corporation with an address at 10500 University Center Drive, Tampa, FL 33612 (the “Borrower”), promises to pay to the order of MATTHEW JOSEPH NATCHTRAB REVOCABLE TRUST DTD 12/18/2014, or its successors, transferees or assignees (“Lender”), in lawful money of the United States of America the principal sum of Three Million and No/Dollars ($3,000,000.00), or such lesser principal amount as may be outstanding hereunder in accordance with the terms hereof on the earlier of (i) the Maturity Date (as hereinafter defined), or (ii) upon the occurrence and during the continuance of an Event of Default, together with all accrued and unpaid amounts due and payable to Lender pursuant to the provisions of this Secured Promissory Note and Loan Agreement (this “Note”).
All payments under this Note shall be made in lawful money of the United States, in immediately available funds and without set-off, deduction or counterclaim.
The Borrower hereby waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Note except for such notice as provided herein.
The following is a statement of the rights of Lender and the conditions to which this Note is subject, and to which Lender, by the acceptance of this Note, agrees:
(e) Interest Rate. Except as otherwise provided herein, the outstanding principal amount of the Loans made hereunder shall bear interest at the Applicable Rate from the date the Loans were made until the Loans are paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise.
(f) Interest Payment Dates. Interest shall be payable in arrears to Lender on the Maturity Date.
(g) Computation of Interest. All computations of interest shall be made a daily rate equal to the Applicable Rate divided by thirty (30) for the actual number of days elapsed. Interest shall accrue on each Loan on the day on which such Loan is made and shall not accrue on the Loans for the day on which they are paid. Interest shall be calculated on a simple-interest basis.
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(a) Notice of Default. Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, Lender may, by written notice to the Borrower, declare all outstanding Obligations payable by the Borrower hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding.
(b) Effect of Bankruptcy. Upon the occurrence of any Event of Default described in Sections 2(d) and 2(e), immediately and without notice, all outstanding Obligations payable by the Borrower hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding.
(c) No Further Obligations. In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default that has not been cured within any applicable cure period provided herein, (i) Lender shall have no obligation to fund any further Loans under this Note and (ii) Lender may, subject to any applicable notice and cure requirements, exercise any other right, power or remedy granted to it by this Note or otherwise permitted to it by law, either by suit in equity or by action at law, or both.
(d) Enforcement and Collection Costs and Expenses. Borrower agrees to pay Lender all costs incurred by Lender in connection with the collection, enforcement, or defense of this Note. Such costs
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include, without limitation, fees for the services of counsel and legal assistants employed to collect this Note, whether or not suit be brought, and whether incurred in connection with collection, trial, appeal, bankruptcy, or otherwise. Borrower further agrees to indemnify and hold Lender harmless against liability for the payment of state documentary stamp taxes, intangible taxes or other taxes (including interest and penalties, if any), excluding income or service taxes of Lender, which may be determined to be payable with respect to this Note.
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All of Borrower’s right, title, and interest in and to the following United States patents identified on Exhibit B hereto.
Borrower hereby represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a valid, first priority perfected security interest in the Collateral. Lender’s security interest in the Collateral shall continue until the Obligations (other than contingent obligations of Borrower hereunder that will survive payment in full of the Obligations and termination of this Note by express terms) are repaid in full. Upon payment in full of all amounts due under this Note, this Note and all obligations of Borrower hereunder (other than contingent obligations of Borrower hereunder that will survive payment in full of the Obligations and termination of this Note by express terms) shall automatically terminate, and all
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rights to the Collateral shall revert to the granting party and Lender shall, at Borrower’s sole cost and expense, release its security interest in the Collateral and/or authorize Borrower to file termination statement(s) reflecting the same.
“Affiliate” of any Person shall mean any other Person which, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. “Control” (and its correlatives) by any Person means the power of such Person, directly or indirectly, (i) to vote 10% or more of the Voting Securities (determined on a fully diluted basis) of another Person, or (ii) to direct or cause the direction of the management and policies of such other Person (whether by contract or otherwise).
“Applicable Rate” shall mean the rate equal to three percent (3.0%) per month, with a “month” for this purpose being each period of thirty (30) consecutive calendar days beginning on the date of this Note.
“Availability Period” shall have the meaning given in Section 1(a) hereof.
“Borrower” shall have the meaning given in the introductory paragraph of this Note.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Stock” means shares of common stock, par value $0.001 per share, of Borrower.
“Disqualification Event” shall have the meaning given in Section 10(g) hereof.
“Event of Default” has the meaning given in Section 2 hereof.
“GAAP” shall mean generally accepted accounting principles in the United States.
“Governmental Authority” shall mean any national, supranational, federal, state, county, provincial, local, municipal or other government or political subdivision thereof (including any regulatory agency), whether domestic or foreign, and any agency, authority, commission, ministry, instrumentality, regulatory body, court, tribunal, arbitrator, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to any such government.
“Intellectual Property Rights” shall have the meaning given in 4(g).
“Lender” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the holder of this Note.
“Lien” shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.
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“Loans” shall have the meaning given in Section 1(a) hereof.
“Material Adverse Effect” shall mean a material adverse effect on (i) the business, condition (financial or otherwise), operations, performance or properties of the Borrower, taken as a whole, and that is not a result of general economic, industry, market conditions, changes in law or other events beyond Borrower’s reasonable control, (ii) the rights and remedies of Lender under the Note or (iii) the ability of the Borrower to perform its Obligations under the Note.
“Maturity Date” shall have the meaning set forth in Section 1(c).
“Note” shall have the meaning set forth in the introductory paragraph.
“Obligations” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Borrower to Lender of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note, including, all interest, fees, charges, expenses, reasonable attorneys’ fees and costs and reasonable accountants’ fees and costs chargeable to and payable by the Borrower hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.
“Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.
“Purpose” shall have the meaning set forth in Section 1(c).
“Responsible Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president, vice president (or the equivalent thereof), chief financial officer or treasurer.
“Taxes” shall mean all income, stamp or other taxes, duties, levies, imposts, charges, assessments, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all interest, penalties or similar liabilities with respect thereto.
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(Signature Pages Follow)
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The Borrower and Lender have caused this Note to be issued as of the date first written above.
BORROWER:
TUHURA BIOSCIENCES, INC.,
a Nevada corporation
By: /s/ James A. Bianco
Name: James A. Bianco, M.D.
Title: Chief Executive Officer
Address:
10500 University Center Drive, Suite 110
Tampa, FL 33612
Email: [email protected]
[Borrower page to Secured Promissory Note and Loan Agreement]
LENDER:
MATTHEW JOSEPH NATCHTRAB REVOCABLE TRUST DTD 12/18/2014
By: /s/ Matthew Nachtrab
Matthew Nachtrab, Trustee
Address:
116 Adalia Ave.
Tampa, FL 33606
Email: [email protected]
[Lender page to Secured Promissory Note and Loan Agreement]
EXHIBIT A
FORM OF LENDER WARRANT
(attached)
EXHIBIT B
UNITED STATES PATENTS COMPRISING THE COLLATERAL
Exhibit 10.2
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
FORM OF WARRANT TO PURCHASE COMMON STOCK
Number of Shares: [·]
(subject to adjustment)
Warrant No. [·]
Original Issue Date: [●], 2025
TuHURA Biosciences, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MATTHEW JOSEPH NATCHTRAB REVOCABLE TRUST DTD 12/18/2014 or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [·]1 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) to purchase the same number of Warrant Shares (as subject to adjustment hereunder, including as set forth in Section 4(b)), at an exercise price per share equal to $[·]2 (the “Exercise Price”), as adjusted from time to time as provided in Section 9, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the Original Issue Date identified above (the “Original Issue Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the two (2) year anniversary of the Original Issue Date but not thereafter. This Warrant is executed and delivered pursuant to the terms of that certain Secured Promissory Note and Loan Agreement, dated [●], 2025, between the Company and the Holder.
“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled by or is under common control with such Person.
“Attribution Parties” means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any Attribution Parties and (iii) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and/or any other Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.
1 To be a number of shares equal to 10% of the amount of the Loan Advance (as defined in the Secured Promissory Note and Loan Agreement) divided by the Exercise Price.
2 To be Nasdaq Official Closing Price (NOCP) on date of the applicable Loan Advance.
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“Closing Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.
“Commission” means the U.S. Securities and Exchange Commission.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.
“Group” shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.
“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any other entity or organization.
“Principal Trading Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Capital Market.
“Securities Act” means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market with respect to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Original Issue Date was “T+1.”
“Trading Day” means any weekday on which the Principal Trading Market is normally open for trading.
“Transfer Agent” means Equiniti Trust Company, LLC, with a mailing address of 48 Wall Street, 23rd Floor
New York, New York 10005, the Company’s transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.
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X = Y [(A-B)/A]
where:
“X” equals the number of Warrant Shares to be issued to the Holder;
“Y” equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;
“A” equals the Closing Sale Price of the shares of Common Stock as of the Trading Day on the date immediately preceding the Exercise Date; and
“B” equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Original Issue Date (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with
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Section 3(a)(9) of the Securities Act, the Exercise Shares issued in such exercise shall take on the registered characteristics of the Warrants being exercised and may be tacked on to the holding period of the Warrants being exercised. Except as set forth in Section 5(b) (buy-in remedy), in no event will the exercise of this Warrant be settled in cash in lieu of the delivery of Warrant Shares by the Company.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.
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TUHURA BIOSCIENCES, INC. |
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By: |
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Name: James A. Bianco, M.D. |
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Title: President and Chief Executive Officer |
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SCHEDULE 1
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:
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SCHEDULE 2
FORM OF EXERCISE NOTICE
[To be executed by the Holder to purchase shares of Common Stock under the Warrant]
Ladies and Gentlemen:
(1) The undersigned is the Holder of Warrant No. __ (the “Warrant”) issued by TuHURA Biosciences, Inc., a Nevada corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.
(2) The undersigned hereby exercises its right to purchase _____ Warrant Shares pursuant to the Warrant.
(3) The Holder intends that payment of the Exercise Price shall be made as (check one):
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Cash Exercise
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“Cashless Exercise” under Section 10 of the Warrant
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(4) If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $ _____ in immediately available funds to the Company in accordance with the terms of the Warrant.
(5) (If applicable) Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered (check one):
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to the following DWAC Account Number: _______________________________
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in book-entry form via a direct registration system
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by physical delivery of a certificate to: ______________________________________________________
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in restricted book-entry form in the Company’s share register |
(6) By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby (i) the Holder is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended and (ii) the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this notice relates.
(7) The number of shares of Common Stock that the undersigned, together with its Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities (and any limitations thereon on exercise or conversion) contemporaneously or immediately prior to submitting an Exercise Notice:
(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)
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