SEC Form SC 13D filed by TuHURA Biosciences Inc.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

TuHURA Biosciences, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

898920103

(CUSIP Number)

 

James Bianco

President and Chief Executive Officer
TuHURA Biosciences, Inc.

10500 University Drive, Suite 110

Tampa, Florida 33612
(813) 875-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 18, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

(1)  Includes (i) 2,323,307 shares of common stock, par value $0.001 (the “Common Stock”) of the Issuer, and (ii) 381,594 options to purchase Common Stock held directly by Dr. Bianco exercisable within 60 days after the date hereof.

 

 

This statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of TuHURA Biosciences, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 10500 University Drive, Suite 110, Tampa, Florida 33612. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

ITEM 2. IDENTITY AND BACKGROUND

 

This Schedule 13D is being filed by James A. Bianco, M.D. (the “Reporting Person”). The address of the Reporting Person is c/o TuHURA Biosciences, Inc., 10500 University Drive, Suite 110, Tampa, Florida 33612. The Reporting Person is the President and Chief Executive Officer and a director of the Issuer and is a citizen of the United States of America.

During the last five years, the Reporting Person has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

On April 2, 2024, Kintara Therapeutics, Inc. (“Kintara”), Kayak Mergeco, Inc., a wholly-owned subsidiary of Kintara incorporated in the State of Delaware (“Merger Sub”), and TuHURA Biosciences, Inc. (“TuHURA”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), which, among other things, provided for Merger Sub to merge with and into TuHURA, with TuHURA surviving as a direct wholly-owned subsidiary of Kintara and the surviving corporation (the “Business Combination”).

 

On October 18, 2024, the parties to the Merger Agreement consummated the Business Combination in accordance with the Merger Agreement (the “Closing”). All references to “Kintara” refer to the Issuer prior to the Closing, and all references to TuHURA refer to TuHURA Biosciences, Inc. prior to the Closing.

 

Immediately prior to the Closing, the Reporting Person held 12,986,622 shares of common stock of TuHURA. In the Business Combination, shares of TuHURA immediately prior to the Closing were converted into the right to receive shares of Common Stock at an exchange ratio of 0.1789 (after giving effect to a 1-for-35 reverse stock split of the shares of common stock of Kintara immediately prior to the Closing). At the Closing, the Reporting Person’s shares were converted into 2,323,307 shares of Common Stock. 

ITEM 4. PURPOSE OF THE TRANSACTION

 

The Reporting Person acquired the securities described in this Schedule 13D in connection with the Closing. The Reporting Person is the President and Chief Executive Officer and a director of the Issuer.

 

As a director of the Issuer, the Reporting Person may participate in discussions regarding every aspect of the Issuer’s governance, management and operations, whether with management, other members of the Issuer’s board of directors, investors, advisers and other persons. As the President and Chief Executive Officer of the Issuer, the Reporting Person has general supervision, direction and control of the business and officers of the Issuer.

 

The Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances and reflecting his overall investment posture. Other than as described above and elsewhere in this Schedule 13D, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Person may change his purpose or formulate plans or proposals with respect thereto at any time.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

(a) As of the date hereof, the Reporting Person beneficially owned directly 2,704,901 shares of Common Stock, which represents 6.4% of the outstanding shares of Common Stock, which is comprised of (i) 2,323,307 shares of Common Stock, and (ii) 381,594 shares of Common Stock issuable upon the exercise of options held by the Reporting Person which are exercisable within 60 days of the date hereof. The percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended.

(b) As of the date hereof, the Reporting Person has sole voting and dispositive power over 2,704,901 shares of Common Stock, which includes (i) 2,323,307 shares of Common Stock, and (ii) 381,594 shares of Common Stock issuable upon the exercise of options held by the Reporting Person which are exercisable within 60 days of the date hereof.

(c) Except as described in Item 3, during the past 60 days the Reporting Person has not effected any transactions in the Common Stock.

 

(d) None.

 

(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Concurrently and in connection with the execution of the Merger Agreement, certain Pre-Business Combination TuHURA executive officers, directors and stockholders as of immediately prior to the Business Combination, including the Reporting Person, entered into a lock-up agreement with the Issuer (the “Lock-up Agreements”), pursuant to which such parties agreed not to, except in limited circumstances, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, currently or thereafter owned, until 180 days following the Closing of the Business Combination.

 

The foregoing description of the Lock-up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-up Agreement, which is filed as Exhibit 10.2 to this Schedule 13D and incorporated herein by reference.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 25, 2024