KTRA Kintara Therapeutics Inc

Nevada

001-37823

99-0360497

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock

KTRA

The Nasdaq Capital Market

1.

The proposal to elect the following nominees, Robert E. Hoffman, Robert J. Toth, Jr., Laura Johnson, and Tamara A. Favorito, as directors of the Company to hold office until the next annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.

FOR

WITHHELD

BROKER
NON-VOTES

Robert E. Hoffman

809,194

56,121

373,311

Robert J. Toth, Jr.

803,679

61,636

373,311

Laura Johnson

806,691

58,624

373,311

Tamara A. Favorito

806,805

58,510

373,311

2.

The votes cast with respect to the proposal to adopt an amendment to the Articles of Incorporation to increase the number of shares of Common Stock available for issuance thereunder from 5,500,000 to 75,000,000 shares were as follows:

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

970,365

264,177

4,084

0

3.

The votes cast with respect to the proposal to approve an adjournment of the Annual Meeting in the event that the number of shares of Common Stock and Series C Preferred Stock present or represented by proxy at the

Annual Meeting and voting “FOR” the adoption of the Charter Amendment Proposal were insufficient were as follows:

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

1,025,325

187,720

25,581

0

4.

The votes cast with respect to the proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2023 were as follows:

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

1,193,957

32,888

11,781

0

Exhibit No.

Description

3.1

Certificate of Amendment to the Articles of Incorporation, as amended, of Kintara Therapeutics, Inc., dated June 30, 2023.

104

Cover Page Interactive Date File (embedded within the Inline XRBL document).

KINTARA THERAPEUTICS, INC.

Date: June 30, 2023

By:

/s/ Robert E. Hoffman

Name: Robert E. Hoffman

Title: Chief Executive Officer

1. Entity information:

Name of entity as on file with the Nevada Secretary of State:

Kintara Therapeutics, Inc.

Entity or Nevada Business Identification Number (NVID): NV20091193377

2. Restated or Amended and Restated Articles: (Select one)

(If amending and restating only, complete section 1,2 3, 5 and 6)

Certificate to Accompany Restated Articles or Amended and Restated Articles

Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:

The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

Amended and Restated Articles

* Restated or Amended and Restated Articles must be included with this filing type.

3. Type of Amendment Filing Being Completed: (Select only one box)

Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock)

The undersigned declare that they constitute at least two-thirds of the following:

(Check only one box) incorporators board of directors

The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued

(If amending, complete section 1, 3, 5 and 6.)

X Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and

78.390 - After Issuance of Stock)

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: in excess of majority

Officer's Statement (foreign qualified entities only) -

Name in home state, if using a modified name in Nevada:

Jurisdiction of formation:

Changes to takes the following effect:

The entity name has been amended. Dissolution The purpose of the entity has been amended. Merger The authorized shares have been amended. Conversion Other: (specify changes)

* Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation.

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403)

Officer's Statement (PURSUANT TO NRS 80.030)

4. Effective Date and

Time: (Optional)

Date: Time:

(must not be later than 90 days after the certificate is filed)

5. Information Being Changed: (Domestic corporations only)

Changes to takes the following effect:

The entity name has been amended.

The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)

The purpose of the entity has been amended. X The authorized shares have been amended.

The directors, managers or general partners have been amended. IRS tax language has been added.

Articles have been added. Articles have been deleted. Other.

The articles have been amended as follows: (provide article numbers, if available)

Article SECOND of the Articles of Incorporation of Kintara Therapeutics, Inc. has been amended and restated as set forth below and on Exhibit A.

(attach additional page(s) if necessary)

6. Signature:

(Required)

X  /s/ Robert E. Hoffman  President and Chief Executive Officer

Signature of Officer or Authorized Signer Title

X

Signature of Officer or Authorized Signer Title

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

Please include any required or optional information in space below:

(attach additional page(s) if necessary)

Article SECOND of the Articles of Incorporation of Kintara Therapeutics, Inc. has been amended and restated as set forth below and on Exhibit A attached hereto.