Kintara Therapeutics Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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FORM
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Item 7.01 Regulation FD Disclosure.
On October 15, 2024, Kintara Therapeutics, Inc. (“Kintara”) issued a press release announcing a correction regarding the distribution of the Contingent Value Rights (“CVRs”) to stockholders of Kintara pursuant to the definitive merger agreement (the “Merger Agreement”) with TuHURA Biosciences, Inc. (“TuHURA”).
The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”), and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 8.01 Other Events.
On October 15, 2024, Kintara announced that the CVRs will not be issued to stockholders of record of Kintara based on a record date of October 17, 2024, but rather will be issued stockholders of record of Kintara immediately prior to the planned reverse stock split that will be consummated immediately prior to the proposed Merger. Accordingly, the announcement of a record date for the CVRs made by Kintara on October 14, 2024 is hereby retracted. Kintara does not anticipate that this correction and retraction will affect the stockholders of record who will receive the CVRs or the number of CVRs to be received by them.
As previously announced, Kintara’s stockholders approved a reverse stock split of Kintara’s common stock in a range of 1-for-20 to 1-for-40 at Kintara’s special meeting of stockholders held on October 4, 2024. Kintara expects to effect a reverse stock split at a ratio of 1-for-35 immediately prior to the consummation of the proposed Merger.
Also as previously announced, the proposed Merger is expected to close on October 18, 2024 (the “Closing Date”), subject to regulatory approval and the satisfaction of the remaining closing conditions under the Merger Agreement.
In connection with the proposed Merger and pursuant to the Contingent Value Rights Agreement (the “CVR Agreement”) to be entered into prior to the Closing Date, Kintara will issue a number of CVRs to Kintara stockholders entitling the holders thereof to an aggregate of 53,897,125 shares of Kintara’s common stock, which number is subject to adjustment as a result of Kintara’s proposed reverse stock split described above upon the achievement of certain milestones as set forth in the CVR Agreement. Kintara stockholders of record immediately prior to the reverse stock split will receive one CVR per share of Kintara common stock (or in the case of warrants to purchase shares of Kintara common stock, each share of Kintara common stock for which such warrant to purchase shares of Kintara stock is exercisable) each respectively owned. The CVRs will be issued immediately prior to the proposed reverse stock split and closing of the proposed Merger.
Forward-Looking Statements
This Current Report on Form 8-K and the communications attached hereto as Exhibits 99.1 contain forward-looking statements based upon Kintara’s and TuHURA’s current expectations. This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions. These statements are only predictions. Kintara and TuHURA have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of Kintara’s and TuHURA’s control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the risk that the conditions to the closing or consummation of the proposed Merger are not satisfied, including the failure to obtain Kintara stockholder approval for the proposed Merger; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Kintara and TuHURA to consummate the transactions contemplated by the proposed Merger; (iii) risks
related to Kintara’s and TuHURA’s ability to correctly estimate their respective operating expenses and expenses associated with the proposed Merger, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed Merger by either Kintara or TuHURA; (v) the effect of the announcement or pendency of the proposed Merger on Kintara’s or TuHURA’s business relationships, operating results and business generally; (vi) costs related to the proposed Merger; (vii) the outcome of any legal proceedings that may be instituted against Kintara, TuHURA, or any of their respective directors or officers related to the Merger Agreement or the transactions contemplated thereby; (vii) the ability of Kintara or TuHURA to protect their respective intellectual property rights; (viii) competitive responses to the proposed Merger; (ix) unexpected costs, charges or expenses resulting from the proposed Merger; (x) whether the combined business of TuHURA and Kintara will be successful; (xi) legislative, regulatory, political and economic developments; and (xii) additional risks described in the “Risk Factors” section of Kintara’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and the registration statement on Form S-4 related to the proposed Merger filed with the SEC. Additional assumptions, risks and uncertainties are described in detail in Kintara’s registration statements, reports and other filings with the SEC, which are available on Kintara’s website, and at www.sec.gov. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither Kintara nor TuHURA can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, Kintara and TuHURA undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No. |
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Description |
99.1 |
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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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KINTARA THERAPEUTICS, INC. |
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Date: |
October 15, 2024 |
By: |
/s/ Robert E. Hoffman |
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Name: Robert E. Hoffman |