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
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Date of Report (Date of earliest event reported): September 10, 2026 |
TUHURA BIOSCIENCES, INC.
(Exact name of Registrant as Specified in Its Charter)
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Nevada |
001-37823 |
99-0360497 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share |
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HURA |
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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 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 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.
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TUHURA BIOSCIENCES, INC. |
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Date: |
September 16, 2026 |
By: |
/s/ Dan Dearborn |
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Name: Dan Dearborn
Title: Chief Financial Officer |
