Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TuHURA Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
898920103
(CUSIP Number)
James Bianco
President and Chief Executive Officer
TuHURA Biosciences, Inc.
TuHURA Biosciences, Inc.
10500 University Drive, Suite 110
Tampa, Florida 33612
(813) 875-6600
(813) 875-6600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 18, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
CUSIP No. 898920103
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1
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NAME OF REPORTING PERSONS
James A. Bianco, M.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
2,704,901 (1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
2,704,901 (1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,704,901 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%*
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14.
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TYPE OF REPORTING PERSON
IN
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(1) Includes (i) 2,323,307 shares of common stock, par value $0.001 (the “Common Stock”) of the Issuer, and (ii) 381,594 options to purchase Common Stock held directly by Dr. Bianco exercisable
within 60 days after the date hereof.
*
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Percent of class is calculated based on 42,030,226 shares of Common Stock outstanding as of October 21, 2024, as reported by the Issuer in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on
October 21, 2024. The percentage of ownership reported was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended.
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2
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of TuHURA Biosciences, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 10500
Universit
y Drive, Suite 110, Tampa, Florida 33612. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by James A. Bianco, M.D. (the “Reporting Person”). The address of the Reporting Person is c/o TuHURA Biosciences, Inc., 10500 University Drive, Suite 110, Tampa, Florida 33612. The Reporting Person is the President
and Chief Executive Officer and a director of the Issuer and is a citizen of the United States of America.
During the last five years, the Reporting Person has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 2, 2024, Kintara Therapeutics, Inc. (“Kintara”), Kayak Mergeco, Inc., a wholly-owned subsidiary of Kintara incorporated in the State of Delaware (“Merger Sub”), and TuHURA Biosciences, Inc. (“TuHURA”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”), which, among other things, provided for Merger Sub to merge with and into TuHURA, with TuHURA surviving as a direct wholly-owned subsidiary of Kintara and the surviving corporation (the “Business Combination”).
On October 18, 2024, the parties to the Merger Agreement consummated the Business Combination in accordance with the Merger Agreement (the “Closing”). All references to “Kintara” refer to the Issuer prior to the Closing, and all references to
TuHURA refer to TuHURA Biosciences, Inc. prior to the Closing.
Immediately prior to the Closing, the Reporting Person held 12,986,622 shares of common stock of TuHURA. In the Business Combination, shares of TuHURA immediately prior to the Closing were converted into the right to receive shares of Common Stock
at an exchange ratio of 0.1789 (after giving effect to a 1-for-35 reverse stock split of the shares of common stock of Kintara immediately prior to the Closing). At the Closing, the Reporting Person’s shares were converted into 2,323,307 shares of
Common Stock.
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ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person acquired the securities described in this Schedule 13D in connection with the Closing. The Reporting Person is the President and Chief Executive Officer and a director of the Issuer.
As a director of the Issuer, the Reporting Person may participate in discussions regarding every aspect of the Issuer’s governance, management and operations, whether with management, other members of the Issuer’s board of directors, investors,
advisers and other persons. As the President and Chief Executive Officer of the Issuer, the Reporting Person has general supervision, direction and control of the business and officers of the Issuer.
The Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances and reflecting his overall investment posture. Other than as described above and elsewhere in this Schedule 13D, the
Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Person may change his purpose or formulate plans or proposals with
respect thereto at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Reporting Person beneficially owned directly 2,704,901 shares of Common Stock, which represents 6.4% of the outstanding shares of Common Stock, which is comprised of (i) 2,323,307 shares of Common Stock, and (ii)
381,594 shares of Common Stock issuable upon the exercise of options held by the Reporting Person which are exercisable within 60 days of the date hereof. The percentage of ownership reported in this Item 5 was calculated in accordance with Rule
13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended.
(b) As of the date hereof, the Reporting Person has sole voting and dispositive power over 2,704,901 shares of Common Stock, which includes (i) 2,323,307 shares of Common Stock, and (ii) 381,594 shares of Common Stock issuable upon the exercise of
options held by the Reporting Person which are exercisable within 60 days of the date hereof.
(c) Except as described in Item 3, during the past 60 days the Reporting Person has not effected any transactions in the Common Stock.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Concurrently and in connection with the execution of the Merger Agreement, certain Pre-Business Combination TuHURA executive officers, directors and stockholders as of immediately prior to the Business Combination, including the Reporting Person,
entered into a lock-up agreement with the Issuer (the “Lock-up Agreements”), pursuant to which such parties agreed not to, except in limited circumstances, offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, currently or thereafter owned, until 180 days following the Closing of the Business Combination.
The foregoing description of the Lock-up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-up Agreement, which is filed as Exhibit 10.2 to this Schedule 13D and incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No.
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Description
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10.1
10.2
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*
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Filed herewith.
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 25, 2024
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/s/ James A. Bianco |
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Name: James A. Bianco, M.D.
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