KTRA Kintara Therapeutics Inc

As filed with the Securities and Exchange Commission on December 23, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TUHURA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		99-0360497
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
10500 University Center Dr. Suite 110 Tampa, FL		33612
(Address of Principal Executive Offices)		(Zip Code)

2019 Equity Incentive Plan

2024 Equity Incentive Plan

(Full titles of the plans)

Daniel Dearborn

Chief Financial Officer

10500 University Center Dr.

Suite 110

Tampa, FL

(813) 875-6600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer		☐		Accelerated Filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

On October 18, 2024 (the “Closing Date”), TuHURA Biosciences, Inc., a Nevada corporation (previously named Kintara Therapeutics, Inc. and our predecessor company), consummated the previously announced merger (the “Merger”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 2, 2024 (the “Merger Agreement”), by and among Kintara Therapeutics, Inc., Kayak Mergeco, Inc., a Delaware corporation and direct wholly owned subsidiary of Kintara Therapeutics, Inc. (“Merger Sub”), and TuHURA Biosciences, Inc., a Delaware corporation (f/k/a Morphogenesis, Inc.) (“Legacy TuHURA”).

In accordance with the Merger Agreement, on the Closing Date, each outstanding stock option to purchase shares of Legacy TuHURA common stock (each a “Legacy TuHURA Option”) originally granted under the Legacy TuHURA 2019 Equity Incentive Plan (the “2019 Plan”) was assumed by the Registrant and was converted into, and became, a stock option to purchase shares of common stock of the Registrant and the Registrant assumed the 2019 Plan.

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering: (i) 3,269,825 shares of common stock under the 2019 Plan; and (ii) 11,000,000 shares of common stock under the Registrant’s 2024 Equity Incentive Plan.

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in "Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information" of Form S-8 will be sent to participants of TuHURA Biosciences, Inc. 2024 Omnibus Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

ITEM 1.	PLAN INFORMATION.

Not required to be filed with this Registration Statement.

ITEM 2.	REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be filed with this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the SEC:

(a) Annual Report on Form 10-K for the year ended June 30, 2024, filed with the SEC on October 7, 2024;

(b) Quarterly Report on Form 10-Q for the periods ended September 30, 2024, filed with the SEC on November 14, 2024;

(c) Current Reports on Form 8-K, which were filed with the SEC on July 1, 2024, July 8, 2024, July 12, 2024, August 19, 2024, September 11, 2024, September 20, 2024, September 25, 2024, October 4, 2024, October 8, 2024, October 15, 2024, October 15, 2024 October 21, 2024 (as amended on November 14, 2024), November 15, 2024,

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December 12, 2024 (except that, with respect to the foregoing Current Reports, any portions thereof which are furnished and not filed shall not be deemed incorporated by reference); and

(d) the description of the Registrant’s common stock in the Registrant’s registration statement on Form 8-A filed with the SEC on July 8, 2016, including any amendments or reports filed for the purpose of updating such description, including as Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

All documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

ITEM 4.	DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.	INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.	INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As a Nevada corporation, the Company is subject to the provisions of the Nevada Revised Statutes (the “NRS”). NRS Section 78.751 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense of an action to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.751(a) or 78.751(b), or in defense of any claim, issue or matter therein.

NRS Section 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS Section 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or

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agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS Section 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS Section 78.747 provides that except as otherwise provided by specific statute or agreement, no stockholder, director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

We also maintain general liability insurance that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act.

Under the Merger Agreement, from the effective time of the Merger through the sixth anniversary of the date of the effective time, we agreed to indemnify and hold harmless each person who was, as of April 2, 2024, the signing date of the Merger Agreement, or had been at any time prior, or who becomes prior to the effective time of the Merger, a director or officer of our company or Legacy TuHURA, against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, pertaining to claims arising out of the fact that such person was a director or officer of our company or Legacy TuHURA, at or prior to the effective time of the merger, to the fullest extent permitted under the applicable law.

Under the Merger Agreement, we agreed not to amend, modify or repeal provisions in the certificate of incorporation and the bylaws that were in effect as of April 2, 2024, the date of the Merger Agreement, with respect to indemnification, advancement of expenses and exculpation of our present and former directors and officers for a period of six years from the effective time of the Merger in a manner that would adversely affect the rights of such individuals who at the effective time of the Merger were our officers or directors.

In connection with the Merger, we purchased an insurance policy in effect for six years from the effective time of the Merger, providing no less favorable coverage as the current directors’ and officers’ liability insurance policies maintained by us with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against our current and former officers and directors.

ITEM 7.	EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

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ITEM 8.	EXHIBITS.

Exhibit Number		Description
4.1		Articles.
4.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022).
4.3		2019 Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.32 to the Registrant’s Form S-4, filed with the SEC on May 13, 2024 (Registration No. 333-279368)).
4.4		TuHURA Biosciences, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 18, 2024).
4.5		Form of Stock Option Agreement under TuHURA Biosciences, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 15, 2024).
4.6		Form of Option Agreement under 2019 Amended and Restated Equity Incentive Plan for Legacy TuHURA Options (incorporated by reference to Exhibit 10.33 to the Registrant’s Form S-4, filed with the SEC on May 13, 2024 (Registration No. 333-279368)).
5.1		Opinion of Foley & Lardner LLP.
23.1		Consent of Cherry Bekaert LLP independent registered public accounting firm of TuHURA Biosciences, Inc.
23.2		Consent of Marcum LLP independent registered public accounting firm of Kintara Therapeutics, Inc.
23.3		Consent of Foley & Lardner LLP. Reference is made to Exhibit 5.1.
24.1		Power of Attorney. Reference is made to the signature page hereto.
107		Filing Fee Table

 

ITEM 9.	UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the

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estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; and

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, Florida, on December 23, 2024.

TUHURA BIOSCIENCES, INC.
By		/s/ Dan Dearborn
		Dan Dearborn
		Chief Financial Officer

 

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Bianco, and each of them, as true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in their names and behalf in their capacities as officers and directors to enable TuHURA Biosciences, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ James Bianco, M.D. James Bianco, M.D.		Chief Executive Officer and Director (Principal Executive Officer)		December 23, 2024
/s/ Dan Dearborn Dan Dearborn		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		December 23, 2024
/s/ James Manuso James Manuso		Director		December 23, 2024
/s/ Alan List, M.D. Alan List, M.D.		Director		December 23, 2024
/s/ George Ng George Ng		Director		December 23, 2024
/s/ Robert E. Hoffman Robert E. Hoffman		Director		December 23, 2024

 

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KINTARA THERAPEUTICS, INC.

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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: 29,428,300, in excess of a majority

Article SECOND of the Articles of Incorporation of Kintara Therapeutics, Inc. is amended in its entirety to read as follows:

NUMBER OF SHARES WITH PAR VALUE:

175,000,000 COMMON - $0.001 PAR VALUE

5,000,000 PREFERRED - $0.001 PAR VALUE

 

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December 23, 2024

 

 

TuHURA Biosciences, Inc.

10500 University Center Dr., Suite 110

Tampa, Florida 33612

 

 

Re: TuHURA Biosciences, Inc. 2024 Equity Incentive Plan and 2019 Amended and Restated Equity Incentive Plan

Ladies and Gentlemen:

We have acted as counsel for TuHURA Biosciences, Inc., a Nevada corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) 11,000,000 shares of common stock, par value $0.001 per share, of the Company, (the “Shares”) that may be issued pursuant to the TuHURA Biosciences, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) and (ii) 3,269,825 Shares that may be issued pursuant to the Company’s 2019 Amended & Restated Equity Incentive Plan (the “2019 Plan” and together with the 2024 Plan the “Plans”).

In connection with our representation, we have examined: (i) the Plans; (ii) the Registration Statement; (iii) Articles of Incorporation of the Company, as amended to date; (iv) the Amended and Restated By-laws of the Company; (v) resolutions of the Board of Directors of the Company relating to the Plans and the issuance of the Shares thereunder; and (vi) such other documents and records as we have deemed necessary to enable us to render this opinion. In our examination of the above-referenced documents, we have assumed the genuineness of all manual and electronic signatures, the authenticity of all documents, certificates, and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also assumed the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof.

The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the applicable provisions of Title 7 of the Nevada Revised Statutes, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus that forms a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

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Based upon and subject to the foregoing, we are of the opinion that the Shares covered by the Registration Statement, when issued and paid for pursuant to the terms and conditions of the Plans, and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.

We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

 

Foley & Lardner LLP

 

 

 

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Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation in this Registration Statement on Form S-8 of TuHURA Biosciences, Inc. (the “Company”) of our report dated April 1, 2024, related to the consolidated financial statements of the Company as of and for the year ended December 31, 2023.

/s/ Cherry Bekaert LLP

 

Tampa, Florida

December 23, 2024

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Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in this Registration Statement of TuHURA BioSciences, Inc., (formerly known as Kintara Therapeutics, Inc., the “Company”) on Form S-8 of our report dated October 7, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of Kintara Therapeutics, Inc., as of June 30, 2024 and 2023 and for the years ended June 30, 2024 and 2023 appearing in the Annual Report on Form 10-K of Kintara Therapeutics, Inc. for the year ended June 30, 2024.

/s/ Marcum llp

Marcum llp

San Jose, CA

December 23, 2024

 

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Exhibit 107

CALCULATION OF FILING FEE TABLES

FORM S-8

(Form Type)

TuHURA Biosciences, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Security Type			Security Class Title			Fee Calculation Rule			Amount Registered (1)			Proposed Maximum Offering Price Per Unit(2)			Maximum Aggregate Offering Price			Fee Rate			Amount of Registration Fee
Equity
			Common Stock, $0.001 par value per share, reserved for future issuance under the TuHURA Biosciences, Inc. (f/k/a Morphogenesis, Inc.) 2019 Equity Incentive Plan			Rule 457(c) and Rule 457(h)			3,269,825(3)			$4.20			$13,733,265.00			$0.0001530			$2,101.19
			Common Stock, $0.001 par value per share, reserved for future purchase under the TuHURA Biosciences, Inc. 2024 Equity Incentive Plan			Rule 457(c) and Rule 457(h)			11,000,000(4)			$4.20			$46,200,000.00			$0.0001530			$7,068.60
			Total Offering Amounts												$59,933,265.00						$9,169.79
			Total Fee Offsets																		-
			Net Fee Due																		$9,169.79

 

 

 

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