Kintara Therapeutics Announces Adjournment of Special Meeting of Stockholders until October 4, 2024
Kintara Therapeutics (Nasdaq: KTRA) announced the adjournment of its Special Meeting of Stockholders on September 20, 2024, due to insufficient voting on Proposals 3 and 5. The meeting will reconvene on October 4, 2024 at 9:00 a.m. Eastern Time. Proposal 3 seeks approval to increase authorized shares to 400,000,000, while Proposal 5 aims to reincorporate Kintara from Nevada to Delaware. Both proposals are related to Kintara's proposed merger with TuHURA Biosciences.
The record date remains August 14, 2024. Stockholders who have already voted do not need to recast their votes, and previously submitted proxies will be valid for the adjourned meeting unless properly revoked.
Kintara Therapeutics (Nasdaq: KTRA) ha annunciato il rinvio della sua Assemblea Straordinaria degli Azionisti del 20 settembre 2024, a causa di un numero insufficiente di voti sulle Proposte 3 e 5. L'incontro riprenderà il 4 ottobre 2024 alle 9:00 di mattina, ora orientale. La Proposta 3 mira ad approvare l'aumento delle azioni autorizzate a 400.000.000, mentre la Proposta 5 riguarda il trasferimento della sede legale di Kintara dal Nevada al Delaware. Entrambe le proposte sono collegate alla fusione proposta di Kintara con TuHURA Biosciences.
La data di registrazione rimane il 14 agosto 2024. Gli azionisti che hanno già votato non devono ripetere il loro voto e le deleghe presentate in precedenza saranno valide per l'assemblea rinviata, a meno che non vengano revocate correttamente.
Kintara Therapeutics (Nasdaq: KTRA) anunció el aplazamiento de su Junta Especial de Accionistas para el 20 de septiembre de 2024, debido a una votación insuficiente sobre las Propuestas 3 y 5. La reunión se reanudará el 4 de octubre de 2024 a las 9:00 a.m. Hora del Este. La Propuesta 3 busca la aprobación para aumentar las acciones autorizadas a 400,000,000, mientras que la Propuesta 5 tiene como objetivo reincorporar a Kintara de Nevada a Delaware. Ambas propuestas están relacionadas con la fusión propuesta de Kintara con TuHURA Biosciences.
La fecha de corte sigue siendo el 14 de agosto de 2024. Los accionistas que ya han votado no necesitan volver a votar, y los poderes ya presentados serán válidos para la reunión suspendida a menos que se revoquen adecuadamente.
Kintara Therapeutics (Nasdaq: KTRA)는 2024년 9월 20일 주주 특별 회의를 투표 부족으로 연기한다고 발표했습니다. 회의는 2024년 10월 4일 오전 9시 동부 표준시로 재개될 예정입니다. 제안 3은 허가된 주식을 400,000,000으로 늘리는 승인을 요청하고, 제안 5는 Kintara를 네바다에서 델라웨어로 재법인화하는 것을 목표로 하고 있습니다. 두 제안 모두 Kintara와 TuHURA Biosciences 간의 제안된 합병과 관련이 있습니다.
기준일자는 2024년 8월 14일로 유지됩니다. 이미 투표한 주주들은 다시 투표할 필요가 없으며, 이전에 제출된 위임장은 적절히 철회되지 않는 한 연기된 회의에 대해 유효합니다.
Kintara Therapeutics (Nasdaq: KTRA) a annoncé le report de sa réunion spéciale des actionnaires au 20 septembre 2024, en raison d'un nombre insuffisant de votes sur les propositions 3 et 5. La réunion sera reprise le 4 octobre 2024 à 9h00, heure de l'Est. La proposition 3 vise à approuver l'augmentation des actions autorisées à 400 000 000, tandis que la proposition 5 a pour objectif de réincorporer Kintara du Nevada vers le Delaware. Les deux propositions sont liées à la fusion proposée de Kintara avec TuHURA Biosciences.
La date d'enregistrement reste le 14 août 2024. Les actionnaires ayant déjà voté n'ont pas besoin de revoter, et les procurations soumises précédemment seront valides pour la réunion reportée, sauf si elles sont révoquées correctement.
Kintara Therapeutics (Nasdaq: KTRA) hat die Verschiebung seiner Sonderversammlung der Aktionäre auf den 20. September 2024 wegen unzureichender Stimmen zu den Vorschlägen 3 und 5 angekündigt. Die Sitzung wird am 4. Oktober 2024 um 9:00 Uhr Eastern Time wieder aufgenommen. Vorschlag 3 zielt darauf ab, die genehmigten Aktien auf 400.000.000 zu erhöhen, während Vorschlag 5 beabsichtigt, Kintara von Nevada nach Delaware umzuordnen. Beide Vorschläge stehen im Zusammenhang mit der vorgeschlagenen Fusion von Kintara mit TuHURA Biosciences.
Das Stichtagsdatum bleibt der 14. August 2024. Aktionäre, die bereits abgestimmt haben, müssen ihre Stimmen nicht erneut abgeben, und zuvor eingereichte Proxys sind für die verschobene Sitzung gültig, es sei denn, sie werden ordnungsgemäß widerrufen.
- Proposed merger with TuHURA Biosciences indicates potential business expansion
- Effort to increase authorized shares may provide financial flexibility
- Insufficient stockholder support for key proposals
- Delay in decision-making process due to meeting adjournment
The Company has determined to adjourn the Special Meeting because the voting threshold has not been reached on Proposals 3 & 5, both submitted to stockholders of record to, respectively, (i) approve an amendment to the Kintara Charter (as defined below) to increase the number of authorized shares of Kintara to 400,000,000, to be effected at such time and date as determined by the Kintara board of directors in its sole discretion ("Proposal 3") and (ii) approve the reincorporation of Kintara from the
The close of business on August 14, 2024 (the "Record Date") will continue to be the record date for the determination of stockholders of the Company entitled to attend and vote at the Special Meeting. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Special Meeting will be voted at the adjourned Special Meeting unless properly revoked in accordance with the procedures described in the Company's definitive proxy statement and final prospectus.
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
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
Kintara Therapeutics, Inc. is headquartered in
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
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
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