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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."

Key Takeaway: 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

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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 (and our predecessor company) and its consolidated
subsidiaries. Capitalized terms included but not defined below have the same meaning as defined elsewhere in this filing.
following unaudited pro forma condensed combined financial information presents the combination of the financial information of TuHURA and Kineta adjusted to give effect to the Mergers (defined below) 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.
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.
The unaudited pro forma condensed combined financial
information includes the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 which combines (i) the audited condensed consolidated statement of operations of TuHURA for the year ended
December 31, 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 Mergers had been consummated on January 1, 2025.
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 the Mergers. The unaudited pro forma condensed combined financial statements have been derived from and should be read in connection with:
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. 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 consolidated balance sheet of TuHURA as of December 31, 2025 already reflects the effects of the Mergers. The unaudited pro
forma condensed combined statements of operations for the year ended December 31, 2025 gives pro forma effect to the Mergers as if they had occurred on January 1, 2025, the beginning of the earliest period presented. Due to historical operating
relationships prior to the Mergers, there are certain pro forma adjustments 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 Mergers 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
Description of the Mergers and the June 2025 Private Placement
Merger Subs, Kineta and the Stockholder's Representative, solely in his capacity as the representative, agent and attorney-in-fact of the stockholders of Kineta,
entered into the Merger Agreement, which provided for the merger of Merger Sub I with and into Kineta, with Kineta continuing as the Surviving Entity in the First Merger, and immediately following, a merger of the Surviving Entity with and into
Merger Sub II, with Merger Sub II continuing as the Surviving Company and as a wholly-owned privately held subsidiary of TuHURA in the Second Merger.
At the June 30, 2025 effective time of the Mergers (the "Effective Time"), each Share of Kineta Common Stock issued and
outstanding immediately prior to the Effective Time was converted automatically 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 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 its pro rata portion of 1,129,885 shares of TuHURA Common Stock to be issued after six months following the closing of the
Mergers, subject to adjustment for certain 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 (the "Disposed Asset Payment Right"). 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.
As of the Effective Time, all 15,478,657 outstanding shares of Kineta Common Stock were automatically canceled and ceased to exist, at that
point only representing the right to receive the Merger Consideration, without interest, and in each case, the right to receive cash in lieu of fractional shares into which such shares of Kineta Common Stock were converted into TuHURA Common Stock
pursuant to the Merger Agreement.
No fractional shares of TuHURA Common Stock were issued upon the conversion of shares of Kineta Common
Stock pursuant to the Merger Agreement. Each holder of shares of Kineta Common Stock who would otherwise have been entitled to receive a fraction of a share of TuHURA Common Stock received, in lieu thereof and upon surrender thereof, a cash payment,
which payment was calculated by the Exchange Agent and shall represent such holder's proportionate interest in a share of TuHURA Common Stock based on a TuHURA share value of $5.7528 per share (the "TuHURA Share Value").
The number of shares of TuHURA Common Stock issued in the Mergers was not based on market
prices, but was fixed based on the TuHURA Share Value. Although the number of shares of TuHURA Common Stock issuable in the Mergers did not fluctuate with market prices given that the TuHURA Share Value is fixed, the market value (e.g., the number
of shares of TuHURA Common Stock received in the Mergers multiplied by the trading price of TuHURA Common Stock as of immediately prior to the closing date of the Mergers) of the Merger Consideration fluctuated with the price of TuHURA Common Stock
up through the Effective Time given TuHURA Common Stock is traded on the Nasdaq Capital Market. TuHURA Common Stock is traded on Nasdaq under the symbol "HURA." Kineta Common Stock was traded on the OTC, under the symbol
The June 2025 Private Placement (TuHURA Securities Purchase Agreement)
As a condition of the Mergers under the terms of the Merger Agreement, on June 2, 2025, TuHURA Biosciences, Inc. and certain accredited investors (the
"Purchasers") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement (the "June 2025 Private
Placement"), an aggregate of 4,759,309 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), together with warrants to purchase an equal number of shares of Common Stock
at an exercise price of $3.3125 (the "Warrants"), for an aggregate offering amount of $12,612,169. The combined effective offering price for each Share and accompanying Warrant in the June 2025 Private Placement was $2.65.
Pursuant to the Securities Purchase Agreement, each Purchaser agreed to purchase such Purchaser's respective investment in the June 2025
in four equal tranches, as follows:
The June 2025 Private Placement reflected the issuance of 4,759,309 shares of TuHURA Common Stock to the Purchasers at the combined unit price of $2.65 per
share and accompanying Warrant (see below regarding the Warrants), which represented a fifteen percent (15%) discount to the NASDAQ closing price of TuHURA's Common Stock on June 2, 2025, for proceeds of $11,512,169 net of $1,100,000 of
equity issuance costs.
The Warrants have an exercise price per share equal to $3.3125 and will expire on December 3, 2030. The exercise
price of the Warrants is subject to proportional adjustment for stock splits, reverse stock splits, and similar transactions.
above, in addition to the shares of TuHURA Common Stock issued to the Purchasers who invested in the June 2025 Private Placement, an equal number of warrants to purchase the same amount of common shares at an exercise price of $3.3125 per warrant
share were issued together with the common shares issued in the June 2025 Private Placement. These Warrants represent freestanding financial instruments issued together with the common stock purchased, however, they were determined to not be
precluded from being classified as equity. As such, the shares underlying the Warrants are initially measured at their relative fair values and not remeasured for subsequent changes in fair value to be recognized as long as the Warrants continue to
be classified in equity. Given that the Warrants were issued along with the common stock issued to the private investors in the June
2025 Private Placement and all the net proceeds are already reflected in TuHURA's historical balance
sheet as of September 30, 2025 with the corresponding amount also recorded within equity, the relative fair value that is allocated to the Warrants is also reflected in the corresponding amount recorded within Additional paid-in capital. As a result, the accounting for the Warrants is determined to have zero net effect within equity.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
TuHURA Biosciences, Inc. Historical Kineta Historical (through period ended June 29, 2025) Pro Forma Adjustments Pro Forma Combined
Operating expenses:
Research and development expenses 20,532,670 1,621,068 - 22,153,738
General and administrative expenses 11,263,269 4,085,064 - 15,348,333
Operating Loss (31,795,939 ) (5,706,132 ) - (37,502,071 )
Other income (expense):
Gain on sale of assets - 1,011,799 - 1,011,799
Grant income 713,508 - - 713,508
Gain (loss) on payables settlement (185,019 ) 296,091 - 111,072
Change in fair value of holdback shares 1,590,949 - - 1,590,949
Other income 113,574 - - 113,574
Interest income (expense), net (489,050 ) (19,745 ) - 99,347
Total other income 1,743,962 1,288,145 - 1,620,066
Net loss $ (30,051,977 ) $ (4,417,987 ) $ - $ (34,469,964 )
Series A Preferred cash dividend (8,356 ) - (8,356 )
Net income (loss) attributable to noncontrolling interest - (93,299 ) (93,299 )
Net Loss attributable to common stockholders $ (23,296,928 ) $ (4,511,286 ) $ (34,571,619 )
Net Loss per share, basic and diluted $ (0.50 ) $ (0.35 ) $ (0.64 )
Weighted-average shares outstanding, basic and diluted 47,927,196 12,902,000 54,277,032
See accompanying notes to the unaudited pro forma condensed combined financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Description of the Mergers
December 11, 2024, TuHURA entered into the Merger Agreement with Kineta under which it was contemplated that TuHURA would acquire Kineta, including the rights to Kineta's novel KVA12123 antibody, now renamed as
TBS-2025, for a combination of cash and shares of TuHURA Common Stock.
Introduction above, the Mergers are accounted for as a business combination in which TuHURA acquired Kineta, including the rights to Kineta's novel then-named KVA12123 antibody. Under the terms of the Merger Agreement, Kineta stockholders
received their pro rata share (based on the number of Kineta fully diluted shares held by them) of aggregate Merger Consideration in the Mergers consisting of, as adjusted pursuant to the terms of the Merger Agreement, shares of TuHURA Common Stock.
After taking into account the issuance of additional TuHURA shares reserved for the Initial Share Consideration (as defined in the Merger
Agreement), as adjusted for certain estimated purchase price adjustments based on the calculation of the total Merger Consideration on a pro forma basis as included herein, and the Kineta Delayed Share Consideration (as defined in the Merger
Agreement), as estimated immediately after the Mergers, TuHURA stockholders owned approximately 92.4% of the TuHURA Common Stock outstanding following the closing of the Mergers and Kineta stockholders owned approximately 7.6% of the TuHURA Common
Stock outstanding, which could be adjusted further as the stock consideration to be issued as the Merger Consideration is subject to adjustment in accordance with the Merger Agreement. The unaudited pro forma condensed combined financial information
has been prepared to give pro forma effect with respect to the issuance of shares and related transactions surrounding the Merger Consideration in the Mergers for Kineta shareholders.
Share Ownership Post-Mergers Approx. %
TuHURA Biosciences, Inc. stockholders at the Effective Time of the Mergers (1)(2) 48,739,040 92.4 %
Kineta, Inc. public stockholders at the Effective Time of the Mergers (3) 3,998,054 7.6 %
Pro Forma Common Stock 52,737,094 100.0 %
The closing cash component of the aggregate Merger Consideration was $0 calculated by using a top-line
value of $12,000,000 minus the $6,745,000 advanced to Kineta under the Exclusivity, Right of First Offer, Existing Advances, and working capital loans assumed through the closing date of the Mergers for working capital needs pursuant to the Merger
Agreement less the sum of Kineta's working capital deficit of $5,255,000 at the closing of the Mergers thus resulting in no cash consideration being paid to Kineta's former shareholders
at the closing of the Mergers. The share component of the aggregate Merger Consideration consists of an aggregate maximum of up to 3,998,054 shares of TuHURA Common Stock, subject to a six-month holdback of 1,129,885 of such shares to satisfy certain additional liabilities as of the closing date that may be identified after the closing (as of the closing, TuHURA issued 2,868,169 shares of TuHURA
Common Stock to former Kineta stockholders as Initial Share Consideration). As additional Merger Consideration, Kineta stockholders are entitled to receive their pro rata share of certain payments that Kineta may receive after the closing from the pre-closing sale by Kineta of certain non-TBS-2025 products and technologies.
TuHURA June 2025 Securities Purchase Agreement
In connection with the Merger Agreement and as a condition precedent to the completion of the Mergers, on June 2, 2025, the Company
Last updated: Apr 8, 2026