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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Unless the context indicates otherwise in this Unaudited Pro Forma Condensed Combined Financial Information, references to "TuHURA,"
"TuHURA Biosciences, Inc." the "Company," "we," "us," "our" and similar terms refer to TuHURA Biosciences, Inc., a Nevada corporation (formerly known as Kintara Therapeutics, Inc. and our
predecessor company) and its consolidated subsidiaries. References to "Kintara" refer to Kintara Therapeutics, Inc. prior to the reverse merger transaction completed on October 18, 2024 (the "Kintara Merger" or "Reverse
Recapitalization") whereby a wholly owned subsidiary of Kintara merged with and into TuHURA Biosciences, Inc., a Delaware corporation and a private company (the private company being referred to as "Legacy TuHURA"), with Kintara
changing its name to "TuHURA Biosciences, Inc." Capitalized terms included but not defined below have the same meaning as defined elsewhere in this filing.
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Kintara,
TuHURA, and Kineta adjusted to give effect to the Kintara Merger and the Mergers (defined below) and related transactions described below (collectively, the "Transactions") and in the accompanying notes to the unaudited pro forma
condensed combined financial information. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
At the consummation of the Kintara Merger completed on October 18, 2024, Legacy TuHURA was the accounting acquirer and Kintara was the
"acquired" company for financial reporting purposes. The Kintara Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under U.S. GAAP, the Kintara Merger was treated as the equivalent of Legacy TuHURA
issuing stock for the net assets of Kintara, accompanied by a recapitalization. The net assets of Kintara were stated at historical cost, with no goodwill or other intangible assets recorded. There was no accounting effect or change in the carrying
amount of the assets and liabilities as a result of the recapitalization.
In accordance with the presentation requirements of Article 11
of Regulation S-X, since the historical financial information of TuHURA Biosciences Inc. for the twelve months ended December 31, 2024 is not inclusive of the results of operations of Kintara prior to the
Kintara Merger, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, presented herein includes the combination of the Legacy TuHURA historical financial information (the accounting acquirer) and
Kintara historical financial information up until the date of the close of the Reverse Recapitalization to give pro forma effect to the Reverse Recapitalization as if it had occurred on January 1, 2024.
On December 11, 2024, TuHURA entered into an 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. The Merger Agreement
contemplated a business combination by means of a series of two mergers (the "Business Combination") under which (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. The Mergers were completed on June 30, 2025, and pursuant to the Mergers, TuHURA acquired Kineta, including the rights to
Kineta's novel KVA12123 antibody (now renamed and hereafter referred to as "TBS-2025"), for a combination of cash and shares of TuHURA Common Stock. The Mergers were accounted for as a
business combination using the acquisition method of accounting in accordance with U.S. GAAP.
Legacy TuHURA, Kintara, and Kineta have different fiscal year ends. Both Legacy TuHURA and
Kineta's fiscal year end is December 31, and Kintara's fiscal year end was June 30. The following unaudited pro forma condensed combined financial statements have been prepared to present the combined historical financial statements of
Legacy TuHURA, Kintara, and Kineta, on a pro forma basis adjusted to give effect to the Transactions. Following the Kintara Merger, TuHURA's (f/k/a Kintara) fiscal year changed to a fiscal year end of December 31 for financial reporting
purposes. Following the consummation of the Mergers, TuHURA continues to have a fiscal year end of December 31. The unaudited pro forma condensed combined financial information includes:
(a) The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 which combines (i) the
unaudited condensed consolidated statement of operations of TuHURA for the nine months ended September 30, 2025 and (ii) the unaudited condensed consolidated statement of operations of Kineta for the period ended June 29, 2025, on a pro
forma basis as if the Transactions had all been consummated on January 1, 2024.
(b) The unaudited pro forma condensed combined statement
of operations for the year ended December 31, 2024 which combines (i) the audited consolidated statement of operations of TuHURA for the year ended December 31, 2024, (ii) the unaudited condensed consolidated statement of operations of Kintara
up through the date that the Reverse Recapitalization closed during the year ended December 31, 2024, as calculated by
the unaudited condensed consolidated statement of operations of Kintara for the six months ended December 31, 2023 from (b) the audited consolidated statement of operations of Kintara for the year ended June 30, 2024, and (c) adding the
unaudited condensed consolidated statement of operations of Kintara for the three months ended September 30, 2024 (including the effect of any transactions that were recorded in Kintara's books and records after September 30, 2024 up through
the date of the close of the Kintara Merger on October 18, 2024), and (iii) the audited consolidated statement of operations of Kineta for the year ended December 31, 2024, on a pro forma basis as if the Transactions had all been consummated on
Such unaudited pro forma financial information has been prepared on a basis consistent with the financial
statements of TuHURA, as TuHURA was determined to be the accounting acquirer in both the Kintara Merger and the Mergers. The unaudited pro forma condensed combined financial statements have been derived from and should be read in connection with:
was accounted for as a reverse recapitalization in accordance with U.S. GAAP and Legacy TuHURA was determined to be the accounting acquirer in the Reverse Recapitalization for financial reporting purposes based on evaluation of the following facts
and circumstances, including: (i) former Legacy TuHURA securityholders owned approximately 95.6% of the TuHURA Common Stock outstanding immediately following the closing of the Kintara Merger on October 18, 2024 (the "Kintara
Closing"), (ii) Legacy TuHURA designated four of the five initial members of the TuHURA Board of Directors, (iii) Legacy TuHURA's senior management holds both (two of two) positions in the senior management of TuHURA and
(iv) Legacy TuHURA represents a significant majority of operations of TuHURA. After the Kintara Closing, the combined operations have consisted of primarily Legacy TuHURA's operations with the focus mainly on Legacy TuHURA's in-process research and development assets. As a result of Legacy TuHURA being treated as the acquiring company for financial reporting purposes, the historical financial statements of Legacy TuHURA are the
historical consolidated financial statements of TuHURA. Considering the date of the Kintara Closing, the historical consolidated balance sheet as of December 31, 2024 of TuHURA already reflects the effects of the transactions of the Kintara Merger,
however, adjustments were made to give pro forma effect to the Kintara Merger and related transactions in the unaudited pro forma condensed combined statements of operations. It is noted that the Kintara chief executive officer was not an assumed
employee of TuHURA and as such was not a part of the assembled workforce of TuHURA following the Kintara Closing. TuHURA is in the process of conducting a study on REM-001, a second-generation PDT
photosensitizer agent and which study is designed to determine whether a dose of REM-001 lower than 1.2 mg/kg elicits a treatment effect similar to that seen in prior studies of
REM-001 at the 1.2 mg/kg dose and optimize the design in advance of a phase 3 trial.
a Contingent Value Rights Agreement between TuHURA and a rights agent (the "CVR Agreement"), TuHURA is contractually obligated to use commercially reasonable efforts until December 31, 2025 to achieve the Milestone (defined below and in
the CVR Agreement). TuHURA anticipates the successful enrollment of the ten cutaneous metastatic breast cancer patients and that such patients will complete the required follow-up to complete the trials in
accordance with the CVR Agreement (the "Milestone"). The issuance of shares of TuHURA Common Stock upon the achievement of the Milestone is not contingent on any future outcome of clinical trials, commercialization, or economic benefit
to be derived from the REM-001 Study. TuHURA's management has concluded that it is probable that the Milestone will be achieved and shares of TuHURA Common Stock will be issued. The REM-001 Study is currently in the early stages of the study process with no clinical trials passed or proven efficacy. Once 10 patients are enrolled and tracked in the REM-001
Study to determine whether a lower dose of REM-001 has an acceptable safety profile and elicits a treatment effect similar to that seen in prior REM-001 studies, TuHURA
expects to enroll the remaining patients and complete the NIH-funded trial and thereafter evaluate whether the REM-001 technology has potential future value that could
be realized by TuHURA. However, TuHURA currently anticipates no significant value derived from any other in-process research and development assets of Kintara. Other than the
REM-001 Study, TuHURA does not currently expect to restart or advance any Kintara technologies that were acquired. See Note 1 of the notes to the unaudited pro forma condensed combined financial statements for
the background and impact related to the potential issuance of the shares of TuHURA Common Stock pursuant to the terms of the CVR Agreement.
The Mergers (Acquisition of Kineta)
The Mergers were successfully completed on June 30, 2025 and were accounted for as a business combination using the acquisition method of
accounting in accordance with U.S. GAAP. Kineta was treated as the acquired business and TuHURA as the accounting acquirer for financial reporting purposes.
Under the acquisition method of accounting, the Mergers were accounted for by recognizing the acquired assets, including separately
identifiable intangible assets, including in-process research and development, and assumed liabilities at their acquisition-date fair values. Any excess of the fair value of the Merger Consideration (as
defined in the Merger Agreement) transferred by TuHURA to the stockholders of Kineta above the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill.
TuHURA was determined to be the accounting acquirer in the Mergers for financial reporting purposes based on evaluation of the following facts
and circumstances, including: (i) TuHURA stockholders before the Mergers owned approximately 92.4% of the TuHURA Common Stock outstanding immediately following the Mergers, for which the ownership amount could be higher as the stock
consideration to be issued as Merger Consideration is subject to adjustment in accordance with the Merger Agreement, (ii) Kineta is not entitled to designate any of the members of the TuHURA Board of Directors after the Mergers,
(iii) TuHURA's current senior management will hold both (two of two) positions in the senior management of TuHURA following the Mergers and (iv) TuHURA's operations will continue to represent a significant majority of
TuHURA's operations after the Mergers. Total assets held by TuHURA as of June 30, 2025 was $34,621,304 and included cash and cash equivalents of $8,512,824. As a result of TuHURA being the accounting acquirer for financial reporting
purposes, now that the Mergers have been completed, among other things, the historical financial statements of TuHURA will continue to be the historical consolidated financial statements for the Company in future periods. Kineta has been in the
process of launching the VISTA-101 clinical trial, for which Kineta and TuHURA have been collaborating on the ongoing Phase 1 clinical trial program in patients with advanced solid tumor cancer; including
through TuHURA providing the financing necessary to fund Kineta's clinical trial expenses (see "Clinical Trial Funding Agreement" section below). Post-Mergers, TuHURA has announced that the Company will continue advancing
the clinical development of Kineta's ongoing trials while also exploring the possibility of certain synergies in combination with TuHURA's current ongoing studies.
The historical condensed consolidated balance sheet of TuHURA as of September 30, 2025 already reflects the effects of the Reverse
Recapitalization and the Mergers. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, and for the nine months ended September 30, 2025 give pro forma effect to the Transactions as if
they had occurred on January 1, 2024, the beginning of the earliest period presented. Neither Legacy TuHURA nor Kintara had any historical operating relationships prior to the Kintara Merger. Accordingly, no pro forma adjustments were required to
eliminate activities between the companies, but there are certain pro forma adjustments for the TuHURA and Kineta pro forma combined financial information related to the Exclusivity Agreement and connected transactions between TuHURA and Kineta as
further illustrated below.
These unaudited pro forma condensed combined financial statements are for informational purposes only. They do
not purport to indicate the results that would have been obtained had the Transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the
information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual reported results may differ materially from the assumptions within the accompanying unaudited pro
forma condensed combined financial information.
Description of the Reverse Recapitalization and the Legacy TuHURA Note Financing
The Merger Agreement by and among Kintara Therapeutics, Inc. with TuHURA Biosciences, Inc. which closed on October 18, 2024, and accounted for as a
Reverse Recapitalization
On April 2, 2024, Kintara, a wholly owned subsidiary of Kintara, and Legacy TuHURA entered into an
agreement and plan of merger, pursuant to which, among other things, on October 18, 2024, Kintara's subsidiary merged with and into Legacy TuHURA, with Legacy TuHURA continuing as a wholly owned subsidiary of Kintara, and Kintara changed
its name to "TuHURA Biosciences, Inc."
In accordance with the terms and conditions of the Kintara Merger, (i) each
then-outstanding share of common stock of Legacy TuHURA (other than any shares held in treasury and shares that properly exercised appraisal rights) were converted into shares of common stock of Kintara equal to the exchange ratio (which was
calculated to be 0.1789 for purposes of these unaudited pro forma condensed combined financial statements), (ii) each then-outstanding option of Legacy TuHURA was assumed and converted into an option to purchase shares of common stock of Kintara,
and (iii) each then-outstanding warrant of Legacy TuHURA was assumed and converted into a warrant of like tenor entitling the holder to purchase shares of common stock of Kintara.
Immediately after the Reverse Recapitalization, Legacy TuHURA stockholders owned approximately 95.6% of the combined company, and the former
Kintara stockholders owned approximately 4.4% of the combined company (excluding in each such case the effect of out-of-the-money
options and warrants of Kintara that will remain outstanding after the Reverse Recapitalization). The exchange ratio in the Kintara Merger was set to properly allocate the shares of common stock of Kintara to Legacy TuHURA stockholders based on the
companies' relative valuations.
Legacy TuHURA Note Financing
On December 1, 2023, Legacy TuHURA's board of directors approved the private offering of the convertible promissory notes debt to
certain accredited investors in an aggregate principal amount of up to $15,000,000 to be used primarily to fund Legacy TuHURA's clinical development plan and general corporate expenses (the "Notes"). The Notes bore simple interest