TuHURA Biosciences, Inc. entered into a definitive agreement to acquire Kintara Therapeutics, Inc. (NasdaqCM:KTRA) in a reverse merger transaction on April 2, 2024. Under the terms of the merger agreement, subject to stockholder approval, on a pro forma basis, post-merger Kintara equityholders are expected to collectively own up to approximately 2.85%, or approximately 5.45% including the shares underlying the contingent value rights (CVR) to be received by certain of Kintara's equityholders, of the common stock of post-merger combined company on a pro forma fully diluted basis. TuHURA equityholders are expected to collectively own approximately 97.15%, or 94.55% assuming the distribution of the CVR shares, of the common stock of combined company on a pro forma fully diluted basis. The combined company is expected to operate under the name "TuHURA Biosciences, Inc." and to trade on The Nasdaq Capital Market under the ticker "HURA". Following the merger, the combined company will be headquartered in Tampa, Florida, and the executive officers are expected to be James Bianco, as President and Chief Executive Officer, and Dan Dearborn, as Chief Financial Officer. The board of directors of the combined company will be composed of five members, with four members initially designated by TuHURA and one member initially designated by Kintara. Upon termination of the Merger Agreement under specified circumstances, Kintara may be required to pay TuHURA a termination fee of $1 million and TuHURA may be required to pay Kintara a termination fee of $1 million.

The transaction is subject to stockholder approval of both companies, the effectiveness of the Registration Statement, the Parent Closing Net Cash being no less than $750,000 if the Effective Time is on or before June 30, 2024; $625,000 if the Effective Time is between July 1, 2024 and July 31, 2024; 500,000 if the Effective Time is between August 1, 2024 and August 31, 2024; or $0 if the Effective Time is on or after September 1, 2024, the holders of at least 50% of TuHURA?s outstanding shares of common stock on an ?as converted? basis executing Lock-Up Agreements, the approval of the listing of the additional shares of Kintara to be issued in the transactions, TuHURA receiving an aggregate amount of cash no less than $20 million from the offering of its convertible notes and other customary closing conditions. The merger agreement has been unanimously approved by the boards of directors of both companies. The transaction is expected to close in the third quarter of 2024.

Lucid Capital Markets, LLC is acting as the exclusive financial advisor and fairness opinion provider and Steven M. Skolnick of Lowenstein Sandler LLP is acting as legal counsel to Kintara. H.C. Wainwright & Co. is acting as the exclusive financial advisor and Curt P. Creely and Garrett F. Bishop of Foley & Lardner LLP are acting as legal counsel to TuHURA.