TuHURA Biosciences, Inc./NV

Note 1—Description of business and basis of presentation

TuHURA Biosciences, Inc., a Nevada corporation (“we,” “our”, “TuHURA,” or the “Company”), is a clinical stage immuno-oncology company with three distinct technologies focused on the development of novel therapeutics designed to overcome primary and acquired resistance to cancer immunotherapies.

Our proprietary Immune Fx TM technology platform, or IFx, is an innate immune agonist technology designed to “trick” the body’s immune system to attack tumor cells by making tumor cells look like bacteria. Our lead product candidate, IFx2.0, is an innate immune agonist designed to overcome primary resistance to checkpoint inhibitors. In June 2025, we initiated a single randomized placebo-controlled Phase 3 registration trial of IFx-2.0 administered as an adjunctive therapy to Keytruda®(pembrolizumab) in first line treatment for patients with advanced or metastatic Merkel cell carcinoma who are checkpoint inhibitor naïve utilizing the FDA’s accelerated approval pathway.

In addition to our IFx technology platform, in June 2025 we acquired the rights to TBS-2025, a novel VISTA-inhibiting monoclonal antibody formerly known as KVA1213, through our acquisition of Kineta on June 30, 2025. VISTA (otherwise referred to as V-domain Ig suppressor of T cell activation) is an immune checkpoint highly expressed on myeloid cells that is believed to be a strong driver of immunosuppression in the tumor microenvironment and is believed to be a primary mechanism by which leukemic blasts escape immune recognition contributing to low relapse rates and high rates of recurrence in acute myeloid leukemia, or AML. Following our acquisition of Kineta, we are currently planning on investigating TBS-2025 in a randomized Phase 2 trial in combination with a menin inhibitor vs menin inhibitor alone in mutated NPM1 (mut NPM1) AML.

In addition to our IFx and TBS-2025 technologies, we are leveraging our Delta Opioid Receptor technology to develop tumor microenvironment modulators in the form of first-in-class bi-specific antibody-peptide conjugates (“APCs”) and antibody-drug conjugates (“ADCs”) targeting Myeloid Derived Suppressor Cells (“MDSCs”). Our APCs and ADCs are being developed to inhibit the immune-suppressing effects of MDSCs on the tumor microenvironment to prevent T cell exhaustion and acquired resistance to checkpoint inhibitors and cellular therapies.

In the opinion of Management, the accompanying unaudited condensed consolidated financial statements are prepared in accordance with the instructions for Form 10-Q, and include all adjustments which we considered necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the 2024 Annual Report. The results for the three and nine months ended September 30, 2025 are not necessary indicative of the results to be expected for future periods or the full year.

June 2025 Private Placement

On June 2, 2025, the Company and certain accredited investors (the “Purchasers”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company agreed to issue to the Purchasers, in a private placement (the “Offering”), an aggregate of 4,759,309 shares of 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 approximately $12.6 million. The combined effective offering price for each share and accompanying Warrant in the Offering was $2.65. The Warrants have an exercise price per share equal to $3.3125 and will expire on the fifth (5th) anniversary of December 31, 2025. The exercise price of the Warrants is subject to proportional adjustment for stock splits, reverse stock splits, and similar transactions.

Pursuant to the Securities Purchase Agreement, each Purchaser was obligated to purchase such Purchaser’s respective investment in the Offering in four equal tranches, as follows:

• $2.23 million was purchased on June 2, 2025 (the “Initial Closing”);

• $2.23 million was purchased on June 9, 2025, following the Company’s notification to the Purchasers that the Food and Drug Administration (FDA) has notified the Company that the Company is no longer subject to the partial clinical hold set forth in the FDA’s Partial Clinical Hold letter to the Company dated January 24, 2024, with respect to the Company’s planned Phase 3 trial of IFx-2.0;

• $2.23 million was purchased on June 24, 2025, following the Company’s notification to the Purchasers that the Phase 3 trial for IFx-Hu2.0 had been initiated; and

• $2.23 million was purchased on June 30, 2025, following the Company’s notification to the Purchasers that all material conditions for the closing of the Company’s merger transaction with Kineta have been satisfied (other than conditions that cannot be satisfied until on or immediately before the closing of the Kineta Merger) and that the Company is prepared to close the Kineta Merger.

In addition to the approximately $8.9 million that was purchased in four equal tranches pursuant to the foregoing milestones, the remaining $3.7 million in the Offering(the “Final Tranche Offering Amount”) was required to be purchased and funded by December 31, 2025 by certain Purchasers who agreed to invest an aggregate of $4.0 million or more in the Offering and who elected to defer the purchase of a portion of such Purchaser’s common stock and Warrants until such time (the “Deferral Investors”).

On September 5, 2025, each of Deferral Investors and the Company entered into an agreement (the “Final Purchase Agreements”) pursuant to which they agreed to immediately purchase an aggregate of $3.2 million of the Final Tranche Offering Amount in exchange for the Company’s agreement, set forth in a Warrant Amendment Agreement between the Company and each Deferral Investor (the “Warrant Amendment Agreements”), to extend the expiration dates of certain warrants to purchase an aggregate of 1.5 million shares of Company common stock that were issued by the Company’s predecessor in a 2024 private placement of convertible notes (the “2024 Warrants”). As of September 30, 2025, an aggregate of $0.5 million remains outstanding in the Final Tranche Offering Amount to be purchased on or before December 31, 2025. Under the Warrant Amendment Agreements, the expiration dates of the 2024 Warrants was extended to December 31, 2030. The modification of the 2024 Warrants was related to the Offering and the incremental fair value relating to the modification has no net equity effect.

Merger with Kineta, Inc.

On June 30, 2025, the Company 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 “TuHURA-Kineta Merger Agreement”), by and among the Company, Hura Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub I”), Hura Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of the Company (“Merger Sub II”), Kineta, and Craig Philips, solely in his capacity the representative, agent and attorney-in-fact of the stockholders of Kineta. Pursuant to the terms of the TuHURA-Kineta 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 “Kineta Merger”), with Merger Sub II being the surviving company of the Second Merger and subsequently changing its name to Kineta, LLC.

Upon completion of the Kineta Merger, pursuant to the terms and conditions of the TuHURA-Kineta Merger Agreement, each share of Kineta common stock, par value $0.001 per share (each, a “Kineta Share”), issued and outstanding immediately prior to the First Merger, was converted into the right to receive 0.185298 shares of the Company’s common stock, par value $0.001 per share, for an aggregate of approximately 2,868,169 shares of Company common stock. Also pursuant to the terms and conditions of the TuHURA-Kineta Merger Agreement, each Kineta Share is also entitled to (i) its pro rata portion of approximately 1,129,885 shares of Company common stock to be issued after six months following the closing of the Kineta Merger, subject to adjustment for losses incurred or accrued during the six month period from the closing of the Kineta Merger, 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 TuHURA-Kineta Merger Agreement. In each case, in lieu of the issuance of any fractional shares of Company common stock, we will pay an amount equal to the product of (A) such fractional share and (B) $5.7528.

Special Meeting of the Stockholders

In connection with the closing of the Kineta Merger, the Company held its special meeting of the stockholders in lieu of an annual meeting on June 23, 2025 (the “Special Meeting”) to submit, among other proposals, the proposal to increase the Company’s authorized shares of common stock from 75,000,000 shares to 200,000,000 shares (the “Authorized Share Increase Proposal”). At the Special Meeting, the Company’s stockholders approved the Authorized Share Increase Proposal, and the Company subsequently filed articles of amendment to its Articles of Incorporation to increase the number of shares of common stock authorized from 75,000,000 to 200,000,000.

Note 2—Summary of significant accounting policies

Basis for Consolidation– The condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and are presented in United States dollars. The functional currency of the Company and each of its subsidiaries is the United States dollar.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Adgero Biopharmaceuticals Holdings Inc., Adgero Biopharmaceuticals, Inc., Kineta, LLC (following its merger with and into Merger Sub II), and TuHURA Biosciences, Inc., a Delaware corporation (“Legacy TuHURA”). All intercompany balances and transactions have been eliminated in consolidation.

The Company’s significant accounting policies are described herein and in Note 2, “Summary of significant accounting policies,” in the 2024 Annual Report. There have been no changes to the significant accounting policies during the nine months ended September 30, 2025

Accounting Estimates – The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect various amounts reported in condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Grant Income – The Company assumed in the reverse merger with Kintara Therapeutics, Inc. (the “Kintara Merger”)a $2,000,000 Business Innovation Research grant, a two year grant that was initiated in June 2023 and was set to expire in June 2025 but extended an additional six months, to support the clinical development of REM-001 for the treatment of CMBC. As of the closing date of the Kintara Merger, the remaining amount due under the grant was $900,000. For the three and nine months ended September 30, 2025, the Company recognized approximately $138,000 and $713,000 of grant income in the condensed consolidated statements of operations.

Research and Development Expenses – Research and development consists of expenses incurred in connection with the discovery and development of product candidates. The Company expenses research and development costs as incurred.

Concentration of Credit Risk – The Company maintains cash balances in domestic financial institutions. These balances are insured by the Federal Deposit Insurance Corporation up to $250,000. As of September 30, 2025, the uninsured portion of cash held by the Company was approximately $2,400,000.

Stock Compensation Expense – The Company accounts for stock-based awards to employees and nonemployees using the fair value-based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. Fair value of each common stock option is estimated on the date of grant using the Black-Scholes valuation model. The Black-Scholes model uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatility is based on historical volatility of a peer group’s common stock and other factors estimated over the expected term of the options. The expected term of the options granted is derived using the “simplified method” which computes expected term as the average of the sum of the average vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield.

Business Combinations and Asset Acquisitions – We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired, and liabilities assumed be recorded at the date of acquisition at their respective fair values if the acquisition meets the definition of a business combination. If the acquisition does not meet the definition of a business combination, then it is accounted for as an asset acquisition and the purchase consideration is allocated to the acquired assets.

ASC 805, Business Combinations, provides a model for determining whether an acquisition represents a business combination. In order to be a business, the integrated set of activities of the acquired entity needs to have an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired entity must also pass the “Screen Test” which involves determining whether the acquisition represents an in-substance asset acquisition based on whether the fair value of the gross assets acquired is “substantially all” concentrated in a single asset or group of similar assets. This evaluation excludes certain acquired assets such as cash, deferred taxes, and goodwill associated with deferred taxes, but includes all other gross assets, including any consideration transferred in excess of the identified assets.

Goodwill and Intangible Assets – We recognized goodwill and other intangible assets comprised of in-process research and development. (“IPR&D”) during the nine months ended September 30, 2025, in connection with our acquisition of Kineta (Note 4), which closed on June 30, 2025. The fair value of acquired IPR&D was capitalized and accounted for as an indefinite-lived intangible asset and is not subject to amortization. Subsequent to the acquisition, the Company will assess goodwill and the IPR&D assets (collectively, the “Intangible Assets”) for impairment at least annually or whenever changes in circumstances indicate the carrying amount may not be recoverable. Acquired IPR&D is subject to impairment testing until completion or abandonment of the associated R&D efforts. If abandoned, the carrying value of the IPR&D asset is written off. Once the associated R&D efforts are completed, the carrying value of the acquired IPR&D is reclassified as a finite-lived asset and amortized over its useful life. Incremental R&D costs incurred subsequent to the acquisition are expensed as incurred.

Segment Data– The Company operates in one reportable segment, which includes all activities related to advancing therapies for cancer treatment. The determination of a single reportable segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker (CODM), which is itschief executive officer, who reviews and evaluates consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods. The measure of segment assets is reported on the balance sheet as total assets. There isno segment revenue for the nine months ended September 30, 2025, and 2024. The accounting policies of the cancer treatment segment are the same as those described in the summary of significant accounting policies. All tangible assets are held in the United States.

Fair Value of Financial Instruments - ASC 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

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Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

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Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. See Note 4 for more information related to the Company’s Level 3 fair value measurement.

Net Loss Per Share – Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the Company has reported net losses for each period presented.

Note 3—Liquidity and management’s plans

The Company has been engaged in research and development activities related to Immune Fx, TBS-2025, and ADCs, which will require additional investment until revenue-generating activities can begin.

The Company has historically incurred negative cash flows from operations, which have been funded through a combination of debt and equity financings.

For the nine months ended September 30, 2025, the Company incurred $22.1 million of negative cash flows from operations. The Company has approximately $2.7 million of cash and cash equivalents on hand at September 30, 2025. The Company expects that its existing capital resources, including anticipated payment of the remaining funds from the Offering and bridge loan financing (Note 13) will be sufficient to fund the Company’s planned future operations into the end of 2025.

The Company expects to raise cash through the sale of preferred shares, common shares, debt issuances, obtaining grants, or commercial partnerships. However, there can be no assurance that any fundraising will be achieved or on commercially reasonable terms, if at all. As such, there is substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the date that these unaudited interim consolidated financial statements were available to be issued.

Note 4—Acquisition

On June 30, 2025, the Company acquired 100% of the issued and outstanding capital stock of Kineta pursuant to the terms of the TuHURA-Kineta Merger Agreement. Kineta is a clinical-biotechnology company, with a mission to develop next-generation immunotherapies, focused on discovering and developing potentially differentiated immunotherapies that address the mechanism of cancer immune resistance. Kineta’s VISTA blocking immunotherapy, KVA12123, was acquired along with worldwide patents, patent rights, patent applications, product and development program assets, technical and business information, and other rights and assets derived from the development program. The Company renamed the VISTA blocking immunotherapy technology from KVA12123 to TBS-2025. The Company anticipates synergies, such as having control over the VISTA blocking immunotherapy development program, continuing employment of Kineta former CEO, and consulting agreement with Kineta’s former CSO, will further enhance our activities advancing therapies for cancer treatment.

Goodwill will not be deductible for tax purposes. We expect the determination of fair value for assets acquired and liabilities assumed to be finalized by the end of 2025.

The preliminary allocation of the consideration for the net assets acquired for the acquisition of Kineta were as follows.

Thefair value of equity was determined based on the closing price of the Company’s common stock immediately prior to acquisition, and included 3,998,053 shares of common stock at $2.23 per share. There were 1,129,885 shares of delayed consideration to satisfy any necessary adjustments, including any net working capital adjustments, and recorded at its acquisition date fair value and classified as a liability within current liabilities as holdback liability on the Company’s Condensed Consolidated Balance Sheets at the acquisition date.

Thedelayed consideration to be settled in Company shares of common stock continues to be recorded at its fair value through the settlement date with changes recorded to earnings. Additionally, the estimated fair value of the delayed consideration that will be settled in equity uses both observable and unobservable inputs, specifically considering the price of the Company's common stock, as well as the probability of the payout at the end of the holding period, and is considered a Level 3 measurement as defined in ASC 820 and will be fulfilled within 12 months of the balance sheet date. Changes in fair value are recognized in the consolidated statements of operations. Using the closing price of $2.48 as of September 30, 2025, there was a loss of approximately $316,000 for the three and nine months ended September 30, 2025 due to the estimated change in fair value.

Included in consideration transferred is the settlement of the pre-existing Clinical Trial Funding Agreement and working capital loans owed by Kineta to the Company, which were effectively settled and became intercompany arrangements as of the closing of the transaction. The settlement of pre-existing relationships between the Company and Kineta did not result in any material gain or loss.

The preliminary fair value of the acquired IPR&D intangible assets was determined based on the market capitalization of Kineta, as previously traded on the NASDAQ capital market.

The fair value of the assumed accounts payable, accrued expenses and notes payable were deemed to be equivalent to their carrying value due to the short-term nature of their obligations.

The results of operations of Kineta are included in the accompanying condensed consolidated statement of operations from the June 30, 2025 acquisition date.

The Company incurred approximately $3,900,000 in initial transaction costs for the Kineta Merger which is recorded under general and administrative expenses under the Company's condensed consolidated statement of operations.

The following unaudited pro forma financial information reflects the consolidated results of operations of TuHURA as if the acquisition of Kineta had taken place on January 1, 2024 and January 1, 2025. The pro forma information includes acquisition-related expenses. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date.

Note 5—Net loss per share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

Common stock warrants in the amount of 297,029 issued to our financial advisor, H.C. Wainwright & Co., LLC, were not outstanding as shares of common stock as of September 30, 2025, however included in the weighted-average common shares outstanding – basic and diluted as if they were considered outstanding.

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. For the three months ended September 30, 2025 and 2024, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders for the period because including them would have had an anti-dilutive effect:

Note 6—Other current assets

Other current assets consist of the following as of September 30, 2025, and December 31, 2024:

Note 7—Property and equipment, net

Property and equipment, net consists of the following as of September 30, 2025, and December 31, 2024:

Depreciation and amortization of property and equipment totaled approximately $21,000 and $49,000 for the three and nine months ended September 30, 2025, and approximately $29,000 and $39,000 for the three and nine months ended September 30 2024, respectively.

Note 8—Accounts payable, debt, and accrued expenses

Accounts payable and accrued expenses consist of the following as of September 30, 2025, and 2024:

In exchange for separation payments assumed from the Kineta Merger forfive of the former employees, the Company issued notes payable totaling approximately $590,000 in the aggregate at 10% interest payable monthly from August 15, 2025 to February 15, 2026. The current balance is approximately $493,000 and interest payments in the amount of $14,000 were paid as of September 30, 2025.

Note 9—Income taxes

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, including its net operating losses. Based on its history of operating losses, the Company believes that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of September 30, 2025, and December 31, 2024.

Note 10—Stockholders’ equity

As of September 30, 2025, the Company had two classes of stock authorized in its Articles of Incorporation, as amended (the “Articles”).

Common Stock

The Company is authorized to issue up to 200,000,000 shares of common stock pursuant to its Articles. Holders of common stock are entitled to one vote for each share of common stock. As of September 30, 2025, there were 51,254,789 shares of common stock outstanding.

Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of Preferred Stock pursuant to its Articles.

The historical Kintara Series A Preferred Stock were assumed in connection with the Kintara Merger and 278,530 are outstanding and have a stated value of $278,530 as of September 30, 2025, and December 31, 2024.

Securities Purchase Agreement

On June 2, 2025, the Company entered into the Securities Purchase Agreement with the Purchasers (Note 1), pursuant to which the Company issued and sold an aggregate of 4,759,309 shares of common stock and Warrants to purchase up to an aggregate of 4,759,309 shares of common stock, at a combined effective offering price for each share and accompanying Warrant of $2.65. The Warrants have an exercise price of $3.3125 per share and are exercisable beginning December 2, 2025, and will expire five years following the exercisable date. The Purchaser’s obligations to purchase the shares in the Offering were subject to four equal tranches pursuant to separate milestone closings set forth in the Securities Purchase Agreement, all of which were achieved on or before June 30, 2025.

In addition to the funds received in the four initial tranches of the Offering, the remaining $3.7 million in the Offering was required to be purchased and funded by December 31, 2025 by the Deferral Investors. On September 5, 2025, each of the Deferral Investors and the Company entered into a Final Purchase Agreement whereby the Deferral Investors agreed to immediately purchase an aggregate of $3.2 million of the Final Tranche Offering Amount in exchange for the extension of the expiration date of the 2024 Warrants until December 31, 2030 pursuant to the Warrant Amendment Agreements. As of September 30, 2025, an aggregate of $0.5 million remains outstanding in the Final Tranche Offering Amount to be purchased on or before December 31, 2025. The Company also entered into placement agent agreements with Paulson Investment Company, LLC (“Paulson”) as the as the primary placement agent for the offering, and Brookline Capital Markets (“Brookline”) as the secondary placement agent for the Offering. In connection with the placement agent agreements, the Company agreed to pay Paulson a reimbursement of $10,000 in fees associated with the financing, an aggregate cash fee of 6%, and approximately 135,000 in warrant shares. Additionally, the Company paid Brookline an aggregate cash fee of 1.2%.

On August 12, 2025, the Company filed a registration statement on Form S-1 (the “Resale Registration Statement”), including the prospectus therein, relating to the resale of the common stock and shares of common stock issuable upon the exercise of Warrants from time to time purchased by the selling stockholders named therein pursuant to the Securities Purchase Agreement. The Resale Registration Statement became effective on September 26, 2025.

Shares issued to Former Kineta Employees

Subsequent to the completion of the Kineta Merger, the Company entered into consulting agreements withsix former Kineta employees which provides for the payment of stock awards under the TuHURA Biosciences, Inc. 2024 Equity Incentive Plan (the “2024 Equity Plan”). The amounts payable of approximately $592,000 to such former Kineta employees are in satisfaction of separation payments that were assumed in connection with the Kineta Merger. Approximately 133,000 shares of common stock were issued at $2.50 per share under the 2024 Equity Plan. The Company recorded a loss in the amount of approximately $185,000 under other expense in the consolidated statements of operations.

Warrants

The following table summarizes the Company’s outstanding common stock warrants as of September 30, 2025

There were 1,208,104 warrants to purchase shares of common stock that were exercised from January 1, 2025 through September 30, 2025, with proceeds in the amount of $3,620,657. All exercised warrants entitled the holder thereof to purchase one share of Company common stock. The warrant shares are “restricted securities” within the meaning of federal securities laws.

Inconnection with the Securities Purchase Agreement entered into on June 2, 2025, relating to the issuance of an aggregate of 4,759,309 shares of common stock and an equal number of Warrants to the Purchasers, as of September 30, 2025, the Company has issued an aggregate of 4,570,630 Warrants at an exercise price of $3.3125 per share. The Warrants are exercisable beginning December 2, 2025 and will expire on December 2,2030.

Note 11—Stock option plans

Stock options

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant. The assumptions employed in the calculation of the fair value of share-based compensation expense were calculated as follows for the nine months ended September 30, 2025 and 2024:

Below is a summary of stock option activity for the nine months ended September 30, 2025:

Options outstanding had an intrinsic value of $0 and $5,494,000 as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025, there was approximately $11,000,000 of unrecognized stock compensation, which will be recognized over the next three years.

Stock compensation expense

Total stock-based compensation expense for thenine months ended September 30, 2025 and 2024 was allocated as follows:

Note 12—Commitments and contingencies

Lease Commitments – The Company leases facilities under non-cancelable operating leases for the laboratory and offices in Tampa, Florida, and finance leases for laboratory equipment. The current operating lease expires in March 2026 and finance lease expires in June 2028. Operating leases are included in operating lease right of use assets, lease liabilities current and lease liabilities non-current. Finance leases are included in property and equipment, other current liabilities and other non-current liabilities.

Future minimum lease payments under these leases are as follows:

Operating leases-Total lease expense for the operating lease was approximately $128,000 and $99,000 for thenine months ended September 30, 2025 and 2024, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities was approximately $130,000 and $96,000 for thenine months ended September 30, 2025 and 2024.

For the current operating lease, the weighted-average lease term is 0.5 years and 1.5 years and the weighted average discount rate is 10.0% and 10.0% as of September 30, 2025 and 2024.

Finance leases-Cash paid for amounts included in the measurement of finance lease liabilities was $43,671 for the three and nine months ended September 30, 2025. There wereno finance leases for the three and nine months ended September 30, 2024. Interest on the finance lease liabilities amounted to approximately $3,000 for the three and nine months ended September 30, 2025.

For the current finance lease, the weighted-average lease term is 2.75 years and the weighted average discount rate is 7.5% as of September 30, 2025.

Employment Agreements – The Company maintains employment agreements with its Chief Executive Officer and Chief Financial Officer, each entered into in May 2023 by Legacy TuHURA, as amended and as subsequently assumed by the Company in connection with the closing of the Kintara Merger.

Future minimum payments under these employment agreements are as follows:

Note 13—Subsequent events

Subsequent events –The Company has evaluated subsequent events through November 14, 2025 in connection with the preparation of these unaudited condensed consolidated financial statements, which is the date they were available to be issued.

Registration Statement on Form S-3 and ATM Offering

On November 3, 2025, the Company and H.C. Wainwright & Co., LLC (“Wainwright”) entered into an At-The-Market Offering Agreement (the “Offering Agreement”) with respect to an at-the-market offering program under which the Company may sell shares of its common stock having an aggregate offering price of up to $50,000,000 through Wainwright as its sales agent. The shares of common stock to be offered and sold under the Offering Agreement will be sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-219239), which was filed with the SEC on November 3, 2025 (the “Shelf Registration Statement”). A prospectus supplement related to the at the market offering program was filed as part of the Shelf Registration Statement. As of the date of this Quarterly Report on Form 10-Q, the Shelf Registration Statement has not been declared effective by the SEC. No shares of common stock may be sold pursuant to the Offering Agreement until the Shelf Registration Statement has been declared effective by the SEC.

Bridge loan transaction

On October, 27, 2025, the Company entered into a Secured Promissory Note and Loan Agreement (the “Loan Agreement”) with an accredited investor and shareholder of the Company (the “Lender”). Pursuant to the terms of the Loan Agreement, the Lender agreed to make loans to the Company in an aggregate principal amount of up to $3,000,000 (the “Loans”) during a 30-day availability period beginning on the date of the Loan Agreement. The Lender advanced the first loan to the Company in the amount of$1,500,000 simultaneously with the execution of the Loan Agreement (the “Initial Advance”), and upon advance notice by the Company in accordance with the terms therein, may loan up to an additional $1,500,000. The Loans will be used by the Company for working capital purposes. The interest rate on the loan agreement is 3.0% and has a maturity date of December 31, 2025. In addition, on the date of the Initial Advance, the Company issued to the Lender an aggregate of 65,217 shares of common stock (the “Lender Warrant”). The Lender Warrant is immediately exercisable and will expire on the date that is two years from the date of issuance.