[8-K] Kintara Therapeutics, Inc. Common Stock Reports Material Event

Rhea-AI Filing Summary

DevvStream Corp. has called a virtual special meeting of shareholders for 8:00 a.m. PT on July 28 2025 to vote on two key items.

• Proposal 1 – Reverse Stock Split: Authorizes the Board, at any time within one year after approval, to file Articles of Amendment implementing a reverse split of outstanding common shares at a ratio between 1-for-5 and 1-for-50. The exact ratio will be selected by the Board and announced publicly.
• Proposal 2 – Adjournment: Allows one or more adjournments of the meeting to solicit additional proxies if votes are insufficient to pass Proposal 1.

The record date is June 23 2025; on that date 33,461,734 common shares were outstanding. A quorum requires one-third of those shares (11,153,911) to be present online or by proxy. Proposal 1 needs approval by holders of at least two-thirds of votes cast; Proposal 2 requires a simple majority.

Rationale. The primary objective is to regain or maintain compliance with the Nasdaq Capital Market $1.00 minimum bid price rule, after DevvStream received a notice of non-compliance on February 12 2025. The Company has until August 13 2025 to cure the deficiency. Management also cites potential improvements to liquidity, analyst coverage, and institutional ownership that a higher share price could bring.

Key mechanics. • No change to the unlimited authorized share capital.
• No fractional shares will be issued; holdings will be rounded down to the nearest whole share.
• All outstanding options, warrants and convertible securities will be proportionally adjusted.
• Shareholders holding certificates will receive instructions from Continental Stock Transfer & Trust to exchange them; book-entry holders will be adjusted automatically.
• The Board may abandon the split at any time before filing, even if shareholders approve it.

Risks. Management cannot guarantee that the split will raise or sustain the share price above $1.00, nor prevent future delisting for other rule breaches. A higher price may reduce trading volume, and rounding down fractions slightly dilutes affected holders.

The Board unanimously recommends voting FOR both proposals.

Positive

• Preserves Nasdaq listing: Reverse split is designed to cure the $1.00 bid-price deficiency, avoiding delisting and the liquidity loss that would follow.
• Flexible ratio (1:5–1:50) allows the Board to tailor the split to prevailing market conditions, potentially minimizing unnecessary share reduction.

Negative

• Signal of prolonged price weakness: Need for a large-range reverse split highlights sustained share-price pressure and may dampen investor sentiment.
• Liquidity risk: Fewer shares outstanding and odd-lot creation could reduce trading volume and widen spreads post-split.

Insights

Equity Research Analyst

TL;DR Reverse split aims to preserve Nasdaq listing; success hinges on post-split price stability and underlying fundamentals.

The proxy outlines a flexible 1:5–1:50 reverse split that can be executed any time through July 2026. Preserving the Nasdaq listing is material; delisting would sharply curtail liquidity and institutional access. Flexibility lets the Board match the ratio to market conditions, but also injects uncertainty about eventual dilution and liquidity impact. Rounding down fractions is minimal but dilutive. Because authorized shares remain unlimited, the split does not constrain future equity issuance, leaving open the possibility of additional dilution. Overall impact is modestly positive if it succeeds in restoring compliance, yet the action also signals sustained share-price weakness.

Corporate Governance Specialist

TL;DR Governance mechanics are standard; two-thirds supermajority protects minority holders, and Board retains opt-out flexibility.

The filing adheres to Alberta and Nasdaq rules, requiring a special resolution (≥66⅔% of votes cast). Virtual-only format may enhance participation but could face dissent from shareholders preferring in-person meetings. Granting the Board discretionary power to abandon or vary the ratio is common practice but concentrates authority. Share rounding rules favor the Company slightly, yet the absence of cash outs avoids buy-out coercion. From a governance lens the proposals are routine and transparent; impact to shareholder rights is limited.

0001498382falseTuHURA Biosciences, Inc./NV00014983822025-06-302025-06-30

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): 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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

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, and 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,” and together with Merger Sub I, the “Merger Subs”), 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, Merger Sub I (a) 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.

Upon completion of the Mergers, pursuant to the terms and conditions of the Merger Agreement, each share of Kineta common stock, par value $0.001 per share (each, a “Share”), issued and outstanding immediately prior to the First Merger, was converted into the right to receive 0.185298 shares of TuHURA common stock, par value $0.001 per share (“TuHURA Common Stock”), for an aggregate of approximately 2,868,169 shares of TuHURA Common Stock. Also pursuant to the terms and conditions of the Merger Agreement, each Share is also entitled to (i) its pro rata portion of approximately 1,129,885 shares of TuHURA Common Stock to be issued after six months following the closing of the Mergers, subject to adjustment for losses incurred or accrued during the six month period from the closing of the Mergers, and (ii) the right to its pro rata share of cash consideration received by Kineta pursuant to disposed asset payments related to legacy Kineta assets. Such payments, if any, will be made at a later date and in accordance with the terms of the Merger Agreement. In each case, in lieu of the issuance of any fractional shares of TuHURA Common Stock, TuHURA will pay an amount equal to the product of (A) such fractional share and (B) $5.7528.

The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference in its entirety.

Item 7.01 Regulation FD Disclosure.

Following the consummation of the Mergers, on June 30, 2025, TuHURA issued a press release announcing the completion of the Mergers. A copy of the press release is hereby furnished as Exhibit 99.1 to this Current Report.

The information contained in this Item 7.01 and in Exhibit 99.1 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01   Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

To the extent required, the financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report no later than 71 days after the date this Current Report is required to be filed.

To the extent required, the pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report no later than 71 days after the date this Current Report is required to be filed.

(d) Exhibits.

The following documents are filed herewith as exhibits to this Current Report:

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated December 11, 2024, by and among TuHURA, Kineta, the Merger Subs and the stockholders representative (incorporated by reference to Exhibit 2.1 to TuHURA’s Current Report on Form 8-K filed with the SEC on December 12, 2024).
2.2		First Amendment to the Agreement and Plan of Merger, dated May 5, 2025, by and among TuHURA, Kineta, the Merger Subs and the stockholders representative (incorporated by reference to Exhibit 2.2 of the Amendment No. 1 to Form S-4 Registration Statement filed on May 6, 2025).
99.1*		Press Release, issued on June 30, 2025.
104		Cover page interactive data file (embedded within the inline XBRL document0

* Filed herewith.

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:	June 30, 2025	By:	/s/ Dan Dearborn
			Name: Dan Dearborn Title: Chief Financial Officer

FAQ

Why is DevvStream (DEVS) proposing a reverse stock split?

To regain compliance with Nasdaq’s $1.00 minimum bid rule after a deficiency notice on February 12 2025 and to improve share liquidity.

What reverse split ratios are being authorized?

Any ratio between 1-for-5 and 1-for-50; the exact ratio will be chosen later by the Board.

Will the number of authorized DEVS shares change after the split?

No. The Company will still have an unlimited number of authorized common and preferred shares.

How will fractional shares be handled?

Fractional entitlements will be rounded down to the nearest whole share; no cash will be paid for fractions.

What vote is needed for the reverse split to pass?

Approval from at least two-thirds of votes cast at the July 28 2025 special meeting.

When is the record date for voting eligibility?

June 23 2025.