- Stockholders must vote by 11:59 p.m., Eastern Time, on September 19, 2024, for their vote to
count
SAN
DIEGO, Sept. 9, 2024 /PRNewswire/ -- Kintara
Therapeutics, Inc. (Nasdaq: KTRA) ("Kintara") a biopharmaceutical
company focused on the development of new solid tumor cancer
therapies, encourages all stockholders to vote at the upcoming
Special Meeting of Stockholders (the "Special Meeting") to allow
for completion of the proposed merger (the "Merger") with TuHURA
Biosciences, Inc. ("TuHURA"). As previously announced, Kintara
entered into a definitive agreement (the "Merger Agreement") for an
all-stock transaction with TuHURA to form a company combining
expertise and resources to advance a risk diversified late-stage
oncology pipeline.
The Special Meeting will be held virtually on Friday, September 20, 2024, at 9:00 a.m., Eastern Time via live audio webcast.
In order to attend, register in advance at
www.viewproxy.com/kintarasm/2024 by 11:59
p.m., Eastern Time, on September 19,
2024.
Under the terms of the Merger Agreement, subject to stockholder
approval, on a pro forma basis, pre-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 as set forth in the Merger Agreement), of the common
stock of post-Merger combined company on a pro forma fully diluted
basis. Pre-Merger TuHURA equityholders are expected to collectively
own approximately 97.15% (or 94.55% after giving effect to the
issuance 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." The
transaction is subject to customary closing conditions, including
stockholder approval of both companies, and is expected to close in
the third quarter of 2024.
For more information, please see the definitive proxy statement
and final prospectus filed by Kintara with the Securities and
Exchange Commission (the "SEC") on August
19, 2024.
Stockholders must ACTIVELY VOTE by 11:59 p.m., Eastern Time, on September 19, 2024, for their vote to count.
Stockholders as of the close of business on August 14, 2024, are entitled to vote, even if
they no longer own the shares. Stockholders who have
previously submitted their proxy or otherwise voted and who do not
want to change their vote need not take any action.
Voting is quick and simple:
- BY PHONE: Please call Alliance Advisors, Kintara's proxy
solicitor, toll-free, at (866) 619-8907, if in North America. International voters can call 1
(551) 210-9859. You can also contact Alliance Advisors if you have
any questions about voting.
- BY INTERNET: Vote at www.proxyvote.com using your
control number by following the instructions shared by your broker,
bank or other nominee.
- If you are a Robinhood holder, proxy voting emails are
sent by noreply@robinhood.com and voting is hosted by
Say Technologies. You will be able to vote and view materials
directly from your email.
If needed, Kintara is prepared to adjourn or postpone the
Special Meeting for a short period to allow for more voting time on
all proposals.
About TuHURA Biosciences, Inc.
TuHURA Biosciences, Inc. is a Phase 3 registration-stage
immuno-oncology company developing novel technologies to overcome
resistance to cancer immunotherapy. TuHURA's lead personalized
cancer vaccine candidate, IFx-2.0, is designed to overcome primary
resistance to checkpoint inhibitors. TuHURA is preparing to
initiate 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 advanced
or metastatic Merkel Cell Carcinoma.
In addition to its cancer vaccine product candidates, TuHURA is
leveraging its Delta receptor technology to develop first-in-class
bi-functional ADCs, targeting Myeloid Derived Suppressor Cells to
inhibit their immune suppressing effects on the tumor
microenvironment to prevent T cell exhaustion and acquired
resistance to checkpoint inhibitors and cellular therapies.
For more information, please visit tuhurabio.com and
connect with TuHURA on Facebook, X,
and LinkedIn.
ABOUT KINTARA THERAPEUTICS, INC.
Located in San Diego,
California, Kintara is dedicated to the development of novel
cancer therapies for patients with unmet medical needs. Kintara is
developing therapeutics for clear unmet medical needs with reduced
risk development programs. Kintara's lead program is REM-001
Therapy for cutaneous metastatic breast cancer (CMBC).
Kintara has a proprietary, late-stage photodynamic therapy
platform that holds promise as a localized cutaneous, or visceral,
tumor treatment as well as in other potential indications. REM-001
Therapy, which consists of the laser light source, the light
delivery device, and the REM-001 drug product, has been previously
studied in four Phase 2/3 clinical trials in patients with CMBC who
had previously received chemotherapy and/or failed radiation
therapy. In CMBC, REM-001 has a clinical efficacy to date of 80%
complete responses of CMBC evaluable lesions and an existing robust
safety database of approximately 1,100 patients across multiple
indications.
Kintara Therapeutics, Inc. is headquartered in San Diego, California. For more information,
visit www.kintara.com or follow us on X
at @Kintara_Thera, Facebook and LinkedIn.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any proxy, consent, authorization, vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended (the "Securities Act").
Additional Information About the Proposed Merger and Where to
Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
the proposed merger of Kintara and TuHURA (the "proposed Merger").
In connection with the proposed Merger, Kintara has filed relevant
materials with the SEC, including a Registration Statement on Form
S-4 that contains a definitive proxy statement and final prospectus
of Kintara (the "proxy statement/prospectus"). This Registration
Statement was declared effective on August
13, 2024 and Kintara has filed or may file other documents
regarding the proposed Merger with the SEC. This press release is
not a substitute for the Registration Statement or for any other
document that Kintara has filed or may file with the SEC in
connection with the proposed Merger. No offering of securities
shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY,
WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN AND THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT KINTARA, TUHURA, THE PROPOSED
MERGER AND RELATED MATTERS THAT STOCKHOLDERS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING THE PROPOSED MERGER. A definitive
proxy statement/prospectus has been sent to Kintara's stockholders.
Investors and security holders will be able to obtain the proxy
statement/prospectus and other documents filed by Kintara with the
SEC (when available) free of charge from the SEC's website at
www.sec.gov. In addition, investors and stockholders should note
that Kintara communicates with investors and the public using its
website (www.kintara.com), the investor relations website
(https://www.kintara.com/investors) where anyone will be able to
obtain free copies of the definitive proxy statement/prospectus and
other documents filed by Kintara with the SEC, and stockholders are
urged to read the definitive proxy statement/prospectus and the
other relevant materials (when they become available) before making
any voting or investment decision with respect to the proposed
Merger.
Participants in the Solicitation
Kintara, TuHURA and their respective directors and executive
officers and other members of management and employees and certain
of their respective significant stockholders may be deemed to be
participants in the solicitation of proxies from Kintara
stockholders in respect of the proposed Merger. Information about
Kintara's directors and executive officers is available in
Kintara's proxy statement, which was filed with the SEC on
May 17, 2024 for the 2024 Annual
Meeting of Stockholders, Kintara's Annual Report on Form 10-K for
the fiscal year ended June 30, 2023,
which was filed with the SEC on September
18, 2023 and the definitive proxy statement/prospectus.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holding or otherwise, has been and will be contained in the
definitive proxy statement/prospectus and other relevant materials
to be filed with the SEC regarding the proposed Merger when they
become available. Investors should read the definitive proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from the SEC and Kintara as indicated
above.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements based
upon Kintara's and TuHURA's current expectations. This
communication contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are identified by terminology such as
"believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "could," "should," "would," "project," "plan," "expect,"
"goal," "seek," "future," "likely" or the negative or plural of
these words or similar expressions. Examples of such
forward-looking statements include but are not limited to express
or implied statements regarding Kintara's or TuHURA's management
team's expectations, hopes, beliefs, intentions or strategies
regarding the future including, without limitation, statements
regarding: the anticipated benefits of the Agreement or a strategic
transaction with Kineta, Inc. ("Kineta"), the proposed Merger and
the expected effects, perceived benefits or opportunities and
related timing with respect thereto, expectations regarding
clinical trials and research and development programs, in
particular with respect to TuHURA's IFx-Hu2.0 product candidate and
its TME modulators development program, and any developments or
results in connection therewith; the anticipated timing of the
results from those studies and trials; expectations regarding the
use of capital resources, including the net proceeds from the
financing that closed in connection with the signing of the
definitive agreement, and the time period over which the combined
company's capital resources will be sufficient to fund its
anticipated operations; and the expected trading of the combined
company's stock on the Nasdaq Capital Market. These statements are
only predictions. Kintara and TuHURA have based these
forward-looking statements largely on their then-current
expectations and projections about future events, as well as the
beliefs and assumptions of management. Forward-looking statements
are subject to a number of risks and uncertainties, many of which
involve factors or circumstances that are beyond each of Kintara's
and TuHURA's control, and actual results could differ materially
from those stated or implied in forward-looking statements due to a
number of factors, including but not limited to: (i) the risk that
the conditions to the closing or consummation of the proposed
Merger are not satisfied, including the failure to obtain Kintara
stockholder approval for the proposed Merger; (ii) uncertainties as
to the timing of the consummation of the proposed Merger and the
ability of each of Kintara and TuHURA to consummate the
transactions contemplated by the proposed Merger; (iii) risks
related to Kintara's and TuHURA's ability to correctly estimate
their respective operating expenses and expenses associated with
the proposed Merger, as applicable, as well as uncertainties
regarding the impact any delay in the closing would have on the
anticipated cash resources of the resulting combined company upon
closing and other events and unanticipated spending and costs that
could reduce the combined company's cash resources; (iv) the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the proposed Merger by
either Kintara or TuHURA; (v) the effect of the announcement or
pendency of the proposed Merger on Kintara's or TuHURA's business
relationships, operating results and business generally; (vi) costs
related to the proposed Merger; (vii) the outcome of any legal
proceedings that may be instituted against Kintara, TuHURA, or any
of their respective directors or officers related to the Merger
Agreement or the transactions contemplated thereby; (vii) the
ability of Kintara or TuHURA to protect their respective
intellectual property rights; (viii) competitive responses to the
proposed Merger; (ix) unexpected costs, charges or expenses
resulting from the proposed Merger; (x) whether the combined
business of TuHURA and Kintara will be successful; (xi)
legislative, regulatory, political and economic developments; (xii)
additional risks described in the "Risk Factors" section of
Kintara's Annual Report on Form 10-K for the fiscal year ended
June 30, 2023, and the Registration
Statement on Form S-4 related to the proposed Merger filed with the
SEC; and (xiii) the risk that Kineta and TuHURA do not enter into a
definitive agreement for a strategic transaction. Additional
assumptions, risks and uncertainties are described in detail in
Kintara's registration statements, reports and other filings with
the SEC, which are available on Kintara's website, and at
www.sec.gov. Accordingly, you should not rely upon forward-looking
statements as predictions of future events. Neither Kintara nor
TuHURA can assure you that the events and circumstances reflected
in the forward-looking statements will be achieved or occur, and
actual results could differ materially from those projected in the
forward-looking statements. The forward-looking statements made in
this communication relate only to events as of the date on which
the statements are made. Except as required by applicable law or
regulation, Kintara and TuHURA undertake no obligation to update
any forward-looking statement to reflect events or circumstances
after the date on which the statement is made or to reflect the
occurrence of unanticipated events. Investors should not assume
that any lack of update to a previously issued "forward-looking
statement" constitutes a reaffirmation of that statement.
INVESTOR INQUIRIES:
Robert E. Hoffman
Kintara Therapeutics
rhoffman@kintara.com
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SOURCE Kintara Therapeutics