SEC Form 8-K filed by TuHURA Biosciences Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Updated Pro Forma Financial Statements
As previously disclosed, on June 30, 2025, TuHURA Biosciences, Inc., a Nevada corporation (“TuHURA”), completed its previously announced acquisition contemplated by the Agreement and Plan of Merger, dated December 11, 2024, as amended by that certain First Amendment to Agreement and Plan of Merger, dated May 5, 2025 (as amended, the “Merger Agreement”), by and among TuHURA, Hura Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of TuHURA (“Merger Sub I”), Hura Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of TuHURA (“Merger Sub II”), Kineta, Inc., a Delaware corporation (“Kineta”), and Craig Philips, solely in his capacity as the representative, agent and attorney-in-fact of the stockholders of Kineta. Pursuant to the terms of the Merger Agreement, among other things, (a) Merger Sub I merged with and into Kineta (the “First Merger”), with Kineta being the surviving corporation of the First Merger, also known as the “Surviving Entity” and (b) immediately following the First Merger, the Surviving Entity merged with and into Merger Sub II (the “Second Merger”, and together with the First Merger, the “Mergers”), with Merger Sub II being the surviving company of the Second Merger.
TuHURA is providing as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) its unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025, and the year ended December 31, 2024 on a pro forma basis as if the Mergers and TuHURA’s previously announced reverse merger with Kintara Therapeutics, Inc. that closed on October 18, 2024 had been consummated on January 1, 2024.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information
The following unaudited pro forma financial information of TuHURA is attached as Exhibit 99.1 to this Report and incorporated by reference herein:
| • | Unaudited Pro Forma Condensed Combined Statements of Operations for TuHURA for the nine months ended September 30, 2025. |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for TuHURA for the year ended December 31, 2024. |
| • | Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements. |
(d) Exhibits
| Exhibit No |
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| 99.1 | Unaudited Pro Forma Condensed Combined Statements of Operation of TuHURA Biosciences, Inc. for the nine months ended September 30, 2025 and for the year ended December 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned that such statements are not guarantees of future performance and that TuHURA’s actual results may differ materially from those set forth in the forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that may change at any time. Factors that could cause TuHURA’s actual expectations to differ materially from these forward-looking statements and include the factors under the heading “Risk Factors” set forth in TuHURA’s Annual Report on Form 10-K, as supplemented by TuHURA’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Such filings are available on our website or at www.sec.gov. You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof. TuHURA undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws.
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.
| TUHURA BIOSCIENCES, INC. | ||||||
| Date: November 18, 2025 | By: | /s/ Dan Dearborn | ||||
| Name: Dan Dearborn Title: Chief Financial Officer | ||||||