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HURA releases unaudited pro forma financials for recent mergers

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TuHURA Biosciences, Inc. reported that it has prepared updated unaudited pro forma financial information reflecting its recent merger activity. The company completed a two-step merger with Kineta, Inc. on June 30, 2025, following an Agreement and Plan of Merger initially signed in December 2024 and amended in May 2025. In addition, TuHURA previously closed a reverse merger with Kintara Therapeutics, Inc. on October 18, 2024.

TuHURA is now providing an unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024, as if both the Kineta transaction and the Kintara reverse merger had occurred on January 1, 2024. These pro forma statements, furnished as Exhibit 99.1, are meant to help investors understand how the combined business would have looked historically after these mergers.

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Insights

Company provides updated post-merger pro forma results; no new deal terms, but clearer view of combined operations.

TuHURA Biosciences filed updated unaudited pro forma condensed combined statements of operations as Exhibit 99.1, reflecting two completed transactions: the Mergers with Kineta, Inc. on June 30, 2025 and the earlier reverse merger with Kintara Therapeutics, Inc. on October 18, 2024. These pro forma statements show how the combined company’s income statement would have looked for the nine months ended September 30, 2025 and the year ended December 31, 2024, as if both deals had closed on January 1, 2024. That gives a more consistent baseline for assessing the continuing business after the integration of all three entities.

Pro forma information is an accounting presentation, not new financial results or guidance. It applies merger accounting adjustments to historical results of the predecessor entities so readers can see combined revenues and expenses on a “as if combined” basis. The filing describes the statements as unaudited, which means they have not been subject to a full audit process and should be read with that limitation in mind. The forward-looking statements language also underscores that the historical pro forma view does not guarantee future performance.

The concrete item to monitor is Exhibit 99.1 itself, which contains the detailed pro forma line items and adjustments for the periods through September 30, 2025 and December 31, 2024. Over the next reporting cycles, readers can compare these pro forma presentations with TuHURA’s actual post-merger GAAP results to evaluate how the combined organization performs relative to the constructed “as if” baseline. Attention to future Form 10‑K and 10‑Q filings will be important to see how integration costs, operating expenses, and any revenue changes track against this pro forma framework.

TuHURA Biosciences, Inc./NV NASDAQ false 0001498382 0001498382 2025-11-18 2025-11-18
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2025

 

 

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. ☐

 

 
 


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

    
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

TuHURA Biosciences

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Biotechnology
Pharmaceutical Preparations
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United States
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