TuHURA (HURA) closes merger with Kineta and files Exhibits 99.1/99.2

Rhea-AI Filing Summary

TuHURA Biosciences completed the acquisition of Kineta, Inc. on June 30, 2025 under the Agreement and Plan of Merger dated December 11, 2024, as amended May 5, 2025. The transaction was structured as a two-step series of mergers: Merger Sub I merged into Kineta (the Surviving Entity), which then merged into Merger Sub II, with Merger Sub II surviving.

This Form 8-K/A amends TuHURA’s original June 30, 2025 report to furnish Item 9.01 financial disclosures. The amendment attaches Kineta’s unaudited consolidated financial statements as of March 31, 2025 and December 31, 2024 as Exhibit 99.1 and provides unaudited pro forma condensed combined financial information for TuHURA as Exhibit 99.2, including a pro forma balance sheet and statements of operations on the noted dates and periods. The filing notes substantially the same financial statements were previously included in TuHURA’s Form S-4, declared effective May 14, 2025. The amendment is signed by CFO Dan Dearborn.

Positive

• Acquisition completed: TuHURA completed the mergers to acquire Kineta on June 30, 2025 under the amended Merger Agreement dated Dec 11, 2024 (amended May 5, 2025).
• Target financials provided: Unaudited consolidated financial statements of Kineta as of March 31, 2025 and December 31, 2024 are attached as Exhibit 99.1.
• Pro forma information filed: Unaudited pro forma condensed combined balance sheet and statements of operations for TuHURA are attached as Exhibit 99.2, including notes to pro forma statements.
• Prior disclosures referenced: Substantially the same financial statements were included in TuHURA’s Form S-4, declared effective May 14, 2025, supporting consistency of disclosures.

Negative

• None.

Insights

Financial Analyst

TL;DR: TuHURA closed the Kineta acquisition and has filed the target's unaudited financials plus pro forma combined statements for investor review.

This amendment supplies the financial exhibits investors need to assess the transaction: Kineta's unaudited consolidated statements and pro forma condensed combined financial information for TuHURA. The filing confirms prior S-4 disclosure (declared effective May 14, 2025), reducing disclosure gaps and enabling analysis of pro forma balance and operating results as if the Transactions and earlier reverse merger were consummated on the pro forma dates.

Impact assessment: Impactful for transparency; rating: 0 (neutral) because the amendment provides required information but does not by itself change operating results.

M&A Specialist

TL;DR: The two-step merger closed June 30, 2025; this 8-K/A supplies Item 9.01 exhibits (Exhibits 99.1 and 99.2) required after closing.

The described structure—a first merger leaving Kineta as the surviving entity followed by a second merger into Merger Sub II—is a common reverse triangular sequence for stock-for-stock or statutory combination transactions. Filing the acquired company's interim and historical unaudited statements and the pro forma combined financials is standard post-closing compliance, helping stakeholders verify accounting consolidation and pro forma adjustments tied to the Transactions and the earlier Kintara reverse merger.

Impact assessment: Impactful from a disclosure and compliance perspective; rating: 0 (neutral) since the documents provide transparency but do not assert financial performance changes beyond the pro forma presentation.

TuHURA Biosciences, Inc./NV NASDAQ true 0001498382 0001498382 2025-06-30 2025-06-30

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): June 30, 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. ☐

Explanatory Note

On June 30, 2025, TuHURA Biosciences, Inc., a Nevada corporation (“TuHURA”), completed the 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 filed a Current Report on Form 8-K in connection with the Mergers on June 30, 2025 (the “Original Report”). This Current Report on Form 8-K/A (this “Amendment”) amends the Original Report to amend and supplement Item 9.01 of the Original Report. Except as provided herein, the disclosures made in the Original Report remain unchanged.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

• Pursuant to General Instruction B.3 of Form 8-K, the consolidated balance sheets of the acquired company, Kineta, as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years ended December 31, 2024 and 2023, and the related notes, are not required in the Original Report, as amended by this Amendment, because “substantially the same” financial statements were previously filed in TuHURA’s Registration Statement on Form S-4 (File No. 333-284787), initially filed on February 7, 2025, as amended, and declared effective by the Securities Exchange Commission on May 14, 2025.

• The unaudited consolidated balance sheets of Kineta as of March 31, 2025 and December 31, 2024, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the three months ended March 31, 2025 and 2024, and the related notes, are attached as Exhibit 99.1 to this Amendment and incorporated by reference herein.

(b) Pro forma financial information.

The following unaudited pro forma financial information of TuHURA is attached as Exhibit 99.2 to this Amendment and incorporated by reference herein:

• Unaudited Pro Forma Condensed Combined Balance Sheet for TuHURA as of March 31, 2025, 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 (the “Kintara Merger”, and together with the Mergers, the “Transactions”) had been consummated on March 31, 2025.

• Unaudited Pro Forma Condensed Combined Statements of Operations for TuHURA for the three months ended March 31, 2025, on a pro forma basis as if the Transactions had been consummated on March 31, 2025.

• Unaudited Pro Forma Condensed Combined Statement of Operations for TuHURA for the year ended December 31, 2024, on a pro forma basis as if the Transactions had been consummated on January 1, 2024.

• Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d) Exhibits.

The following documents are filed herewith as exhibits to this Amendment:

Exhibit No.		Description
99.1		Unaudited Consolidated Financial Statements of Kineta, Inc. as of and for the three months ended March 31, 2025
99.2		Unaudited Pro Forma Condensed Combined Financial Information of TuHURA Biosciences, Inc. as of and for the three months ended March 31, 2025 and for the year ended December 31, 2024
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: August 12, 2025				By:		/s/ Dan Dearborn
				Name:		Dan Dearborn
				Title:		Chief Financial Officer

FAQ

When did TuHURA complete the acquisition of Kineta?

TuHURA completed the acquisition of Kineta on June 30, 2025 pursuant to the Merger Agreement dated December 11, 2024, as amended May 5, 2025.

What financial exhibits were added by this Form 8-K/A?

The amendment attaches Kineta’s unaudited consolidated financial statements as of March 31, 2025 and December 31, 2024 as Exhibit 99.1, and unaudited pro forma condensed combined financial information for TuHURA as Exhibit 99.2.

Were these financial statements previously filed elsewhere?

Yes. The filing states that substantially the same financial statements were previously filed in TuHURA’s Registration Statement on Form S-4 (File No. 333-284787), initially filed February 7, 2025 and declared effective May 14, 2025.

What pro forma periods are included in the amendment?

Exhibit 99.2 includes a pro forma condensed combined balance sheet as of March 31, 2025, pro forma statements of operations for the three months ended March 31, 2025, and a pro forma statement of operations for the year ended December 31, 2024.

Who signed the Form 8-K/A for TuHURA?

The amendment is signed by Dan Dearborn, Chief Financial Officer, with the signature date shown as August 12, 2025.