- Stockholders must vote by 11:59 p.m.
ET on September 19, 2024 for
their vote to count
- A "FOR" vote on Proposals 3 & 5 by holders of a majority
of the voting power of Kintara's outstanding shares as of
August 14, 2024 is required to allow
for completion the proposed merger with TuHURA Biosciences
SAN
DIEGO, Sept. 18, 2024 /PRNewswire/
-- Kintara Therapeutics, Inc. (Nasdaq: KTRA) ("Kintara"), a
biopharmaceutical company focused on the development of new solid
tumor cancer therapies, is reminding stockholders to vote at the
upcoming Special Meeting of Stockholders to be held on September 20, 2024 to allow for the completion of
its proposed merger (the "Merger") with TuHURA Biosciences, Inc.
("TuHURA").
Kintara encourages stockholders to vote by
11:59 p.m. ET on Thursday, September 19,
2024, in order to obtain stockholder approval of the
proposals to allow for completion of the proposed Merger.
Our preliminary tabulation indicates the
voting threshold has not been reached on Proposals 3 & 5. The
proposed Merger cannot proceed unless holders of a majority of the
voting power of Kintara's outstanding shares as of August 14, 2024 are voted FOR Proposals 3 & 5
(as described below).
Prominent proxy advisory services,
Institutional Shareholder Services and Glass Lewis, have both
recommended stockholders vote "FOR" Proposals 3 &
5.
Robert E. Hoffman,
Kintara's Chief Executive Officer, stated, "Your vote is crucial to
our future and our mission to combat solid tumor cancers. By
merging with TuHURA, we believe we can combine our oncology assets
and technologies to overcome treatment resistance and accelerate
our pipeline, backed by $31 million
in financing. If the proposed Merger is not completed, the future
of Kintara is uncertain."
Proposal 3 is seeking stockholder approval of an
amendment to Kintara's Articles of Incorporation, as amended, to
increase the number of authorized shares of Kintara to be effected
at such time and date as determined by the Kintara board of
directors in its sole discretion.
Proposal 5 is seeking stockholder approval of the
reincorporation of Kintara from the State
of Nevada to the State of
Delaware and the plan of conversion attached to Kintara's
definitive proxy statement and final prospectus filed with the
Securities and Exchange Commission (the "SEC") on August 19, 2024 as Annex D, including the
certificate of incorporation of Kintara post-reincorporation in
Delaware attached thereto as Annex
G.
How to Vote:
- 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.
- You may change your vote before the vote deadline. To
change your vote, please connect with Alliance Advisors as noted
above.
Stockholders must vote by 11:59 p.m. ET on September
19, 2024. Even if you no longer own Kintara shares, you are
eligible to vote if you held Kintara shares as of August 14, 2024. No action is needed if you have
already voted and don't wish to change your vote.
For more information, please see the definitive
proxy statement and final prospectus filed by Kintara with the SEC
on August 19, 2024.
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 product candidate, IFx-2.0, is
designed to overcome primary resistance to checkpoint inhibitors.
TuHURA is preparing to initiate a planned 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, TuHURA is leveraging its Delta
receptor technology to develop novel bi-functional antibody drug
conjugates (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. 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 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
novel bifunctional ADCs, 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; and
(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. 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