TuHURA Biosciences, Inc./NV

Current report

Our credit facility with Parkview Holdings One, LLC, which is secured by substantially all of our assets, together with the related royalty agreement with Parkview, could materially and adversely our financial condition and future operations and may cause substantial dilution to our stockholders.

Current report

In April 2026, we entered into a revolving credit facility with Parkview Holdings One LLC (“Lender”), an affiliate of the Company’s largest stockholder, with an aggregate commitment of up to $50.0 million. Our obligations under the facility bear interest at 12% per annum and matures on April 21, 2031. To secure our obligations, we and our subsidiaries granted the Lender a first‑priority lien on substantially all of our and our subsidiaries’ assets, including our intellectual property. The loan documents also contain extensive affirmative and negative covenants that, among other things, limit our ability to incur additional debt or liens, dispose of assets, make investments or restricted payments, transfer material intellectual property, or enter into affiliate transactions, in each case subject to limited exceptions. The loan documents include customary events of default and provide that, upon an event of default, the Lender may accelerate the indebtedness, terminate its commitments and exercise remedies against the collateral, including foreclosing on our and our subsidiaries’ assets. In addition, upon a specified event of default and only if our stockholders approve the conversion in accordance with applicable Nasdaq rules, the Lender may elect to convert all or a portion of the outstanding principal and accrued interest into shares of our common stock at a fixed conversion price, which could result in significant dilution to our stockholders. Further, if we generate positive Net Profits (as defined in the loan agreement) from the sale of pharmaceutical products for two consecutive fiscal quarters, we are required to make an additional prepayment equal to 75% of Net Profits for the last fiscal quarter in which the trigger occurred (up to the outstanding principal), which would reduce cash that would otherwise be available for our operations and growth initiatives. These restrictions and obligations could impair our ability to finance our business, pursue acquisitions or strategic transactions, develop and commercialize our product candidates, or otherwise operate our business in accordance with our strategy. If we are unable to borrow sufficient funds under the credit facility to fund our operations, our financial position and development and operating activities will be adversely affected.

Current report

Concurrently with the loan facility, we entered into a separate royalty agreement (the “Royalty Agreement”) with the Lender under which we (and, in certain cases, our sublicensees or affiliates) agreed to pay annual royalties on worldwide Net Sales of products that use our IFx‑2.0 technology, subject to specified tiered rates, deductions and offsets. Royalty payments are due within 90 days after each royalty year and any late payments accrue interest. Our obligation to pay royalties, which is separate and apart from our debt service obligations under the credit facility, will reduce the net revenues we retain from future commercialization, may materially and adversely affect our liquidity, and could create tension with our debt covenants and operating needs, particularly if commercialization commences before we are profitable or if commercialization is slower than expected.

Current report

If we fail to comply with the covenants under the credit facility or the terms of the Royalty Agreement, or if an event of default occurs under the loan documents, the Lender could accelerate the indebtedness, exercise remedies against substantially all of our and our subsidiaries’ assets and, in certain circumstances and subject to stockholder approval, convert debt to equity at a fixed price, any of which could materially adversely affect our business, financial condition, results of operations, and prospects and could force us to curtail or cease operations, seek additional financing on unfavorable terms, or seek protection under bankruptcy or other insolvency laws, all of which could materially and adversely affect our cash flows, business, results of operations and financial condition.

Current report

(a)

Current report

On May 15, 2026, the Company and Parkview Holdings One LLC (“Parkview”) entered into a First Amendment to Loan Agreement (the “Amendment”) which amends the Company’s Loan Agreement dated April 21, 2026, with Parkview (the “Loan Agreement”). The Amendment clarifies that the restriction on selling or issuing equity interests set forth in Section 7.05 of the Loan Agreement does not apply to sales or issuances of the capital stock of the Company.

Previous report

The ability of the FDA and other government agencies to review and approve new products can be affected by a variety of factors, including government budget and funding levels, statutory, regulatory, and policy changes, a government agency’s ability to hire and retain key personnel and accept the payment of user fees, government shutdowns and other events that may otherwise affect the government agency’s ability to perform routine functions. Average review times at the FDA and other government agencies have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA and other agencies may also slow the time necessary for new drugs or modifications to approved drugs to be reviewed and/or approved by necessary government agencies, which would adversely affect our business. For example, over the last several years, the U.S. government has shut down several times, including the most recent shutdown that began on October 1, 2025, and certain regulatory agencies, such as the FDA, have had to furlough critical employees and stop critical activities. If the current government shutdown continues or a new government shutdown occurs, or if future global health concerns prevent the FDA or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA or other regulatory authorities to timely review and process our regulatory submissions.

Previous report

(b) None.