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TuHURA details 5M-share 2026 inducement plan

TuHURA Biosciences adopted a 2026 inducement equity plan reserving 5 million shares for future awards to new employees, with no grants made yet.

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

TuHURA Biosciences, Inc. (HURA) filed an amendment to clarify details of its newly adopted 2026 Inducement Equity Incentive Plan, which the Board approved on September 10, 2026 under Nasdaq Listing Rule 5635(c)(4). The plan reserves 5,000,000 shares of common stock for equity awards to new employees as a material inducement to employment. Awards may include nonqualified stock options and other stock-based awards, but no incentive stock options. As of adoption, no equity awards have been granted, and the Board currently expects all awards to be stock options with an exercise price at or above the closing price on the grant date. Shares reserved under the plan will only become issued and outstanding if the options granted to new employees vest and are exercised.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Shares reserved under 2026 Inducement Plan 5,000,000 shares Reserved by the Board of Directors for issuance under the TuHURA Biosciences, Inc. 2026 Inducement Equity Incentive Plan
Plan adoption date September 10, 2026 Date the Board of Directors adopted the 2026 Inducement Equity Incentive Plan
Par value of common stock $0.001 per share Par value of TuHURA Biosciences, Inc. common stock reserved under the Inducement Plan
Nasdaq rule referenced Nasdaq Listing Rule 5635(c)(4) Rule allowing adoption of the Inducement Plan without stockholder approval for inducement grants
Filing signature date September 17, 2026 Date the report was signed by Chief Financial Officer Dan Dearborn
Inducement Equity Incentive Plan financial
"adopted the TuHURA Biosciences, Inc. 2026 Inducement Equity Incentive Plan"
An inducement equity incentive plan is a program that grants employees or executives company shares or stock options to motivate and reward their work, often as a way to attract new talent. It aligns their interests with the company's success, encouraging them to contribute to long-term growth. For investors, such plans can influence a company's stock performance and overall financial health by motivating key personnel.
Nasdaq Listing Rule 5635(c)(4) regulatory
"The Inducement Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4)"
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
nonqualified stock options financial
"Awards under the Inducement Plan may consist of nonqualified stock options, stock appreciation rights"
A nonqualified stock option is a company-issued right that lets an employee or contractor buy shares later at a preset price, like a coupon to purchase stock regardless of the market price. It matters to investors because when the option is used the recipient owes ordinary-income tax on the difference between market and preset price, which affects the holder’s financial decisions and can change the company’s share count and reported expenses.
stock appreciation rights financial
"Awards under the Inducement Plan may consist of nonqualified stock options, stock appreciation rights, stock"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
restricted stock units financial
"stock, restricted stock, restricted stock units, performance shares, performance units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance shares financial
"restricted stock units, performance shares, performance units and other stock-based awards"
Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TuHURA Biosciences (HURA) change or clarify in this 8-K/A filing?

The company added details about its 2026 Inducement Equity Incentive Plan, clarifying that no awards have been granted yet, that grants will be announced via press release, are expected to be stock options priced at or above the closing stock price, and only become outstanding when vested and exercised.

How many shares are reserved under TuHURA Biosciences’ 2026 Inducement Plan (HURA)?

The Board reserved 5,000,000 shares of TuHURA Biosciences’ common stock for issuance under the 2026 Inducement Equity Incentive Plan, to be used for equity awards granted as a material inducement to new employees entering into employment with the company or its subsidiaries.

Who is eligible to receive awards under TuHURA Biosciences’ 2026 Inducement Plan (HURA)?

Only individuals who meet the standard for inducement grants under Nasdaq Listing Rule 5635(c)(4) are eligible. This means awards are limited to new employees receiving equity as a material inducement to entering into employment with TuHURA Biosciences or its subsidiaries.

What types of awards can be granted under HURA’s 2026 Inducement Equity Incentive Plan?

Awards may include nonqualified stock options, stock appreciation rights, stock, restricted stock, restricted stock units, performance shares, performance units, and other stock-based awards. The plan explicitly states that no incentive stock options may be granted under it.

Has TuHURA Biosciences (HURA) granted any equity awards under the 2026 Inducement Plan yet?

No. The company states that, as of the date of adoption of the Inducement Plan, it has not granted any equity awards under the plan. It also states that all future grants will be announced in a press release in accordance with Nasdaq Listing Rule 5635(c)(4).

How will option pricing work under TuHURA Biosciences’ 2026 Inducement Plan (HURA)?

The Board currently expects that all equity awards under the Inducement Plan will be granted as stock options to new employees with an exercise price equal to or greater than the closing price of TuHURA Biosciences’ common stock on the date of grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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true0001498382TuHURA Biosciences, Inc./NV00014983822026-09-102026-09-10

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2026

TUHURA BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Nevada

001-37823

99-0360497

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

10500 University Center Dr., Suite 110

Tampa, Florida 33612

(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (813) 875-6600

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


 


Title of each class

Trading
Symbol(s)


Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

 

HURA

The Nasdaq Capital Market

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. ☐

 

 


 

EXPLANATORY NOTE

 

This Form 8-K/A (Amendment No. 1) is being filed solely to add a new third paragraph to Item 5.02 of the Form 8-K filed on September 16, 2026 (the “Original 8-K”) in order to provide the following additional information regarding the Inducement Plan (as defined in the Original 8-K): (i) the Company has not yet, as of the date of the adoption of the Inducement Plan, granted any equity awards under the Inducement Plan, (ii) all grants of equity awards made under the Inducement Plan will be announced by the Company in a press release in accordance with Nasdaq Listing Rule 5635(c)(4), (iii) the Board of Directors of the Company currently expects that all equity awards granted under the Inducement Plan will be granted to new employees in the form of stock option grants that will have an exercise price equal to or greater than the closing price of the Company’s common stock on the date of grant, and (iv) the shares reserved for issuance under the Inducement Plan will not become issued and outstanding unless and until the stock options issued under the Inducement Plan to new employees become vested and are exercised.

 

No other changes to the Original 8-K are being made by this Form 8-K/A (Amendment No. 1).

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Adoption of the TuHURA Biosciences, Inc. 2026 Inducement Equity Incentive Plan

 

On September 10, 2026, the Board of Directors (the “Board”) of TuHURA Biosciences, Inc. (the “Company”) adopted the TuHURA Biosciences, Inc. 2026 Inducement Equity Incentive Plan (the “Inducement Plan”), pursuant to which the Company may from time to time grant equity awards to new employees as a material inducement to their entering into employment with the Company or one of its subsidiaries. The Inducement Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) (the “Nasdaq Rule”) and will be administered by the Compensation Committee of the Board (the “Compensation Committee”).

 

The Board reserved 5,000,000 shares of the Company’s common stock, par value $0.001 per share, for issuance under the Inducement Plan. The only persons eligible to receive awards under the Inducement Plan are individuals who satisfy the standard for inducement grants under the Nasdaq Rule. Awards under the Inducement Plan may consist of nonqualified stock options, stock appreciation rights, stock, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards; no incentive stock options may be granted under the Inducement Plan. In accordance with the Nasdaq Rule, awards under the Inducement Plan may be granted only by (i) the Compensation Committee, provided that it is comprised solely of independent directors, or (ii) a majority of the Company’s independent directors. The Board also approved a form of stock option agreement for use under the Inducement Plan (the “Form Inducement Stock Option Agreement”).

 

The Company has not yet, as of the date of the adoption of the Inducement Plan, granted any equity awards under the Inducement Plan. All grants of equity awards made under the Inducement Plan will be announced by the Company in a press release in accordance with the requirements of the Nasdaq Rule. The Board currently expects that all equity awards granted under the Inducement Plan will be granted in the form of stock option grants to new employees that will have an exercise price equal to or greater than the closing price of the Company’s common stock on the date of grant. The shares reserved for issuance under the Inducement Plan will not become issued and outstanding unless and until the stock options issued under the Inducement Plan to new employees become vested and are exercised.

 

The foregoing descriptions of the Inducement Plan and the Form Inducement Stock Option Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Inducement Plan and the Form Inducement Stock Option Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No. Description

 

10.1 TuHURA Biosciences, Inc. 2026 Inducement Equity Incentive Plan


 

10.2 Form Inducement Stock Option Agreement under the TuHURA Biosciences, Inc. 2026 Inducement Equity Incentive Plan

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.

TUHURA BIOSCIENCES, INC.

Date:

September 17, 2026

By:

/s/ Dan Dearborn

Name: Dan Dearborn
Title: Chief Financial Officer

 


Filing Exhibits & Attachments

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