Note 3. Accounting Polices
Following the successful completion of the Mergers, management will now perform a comprehensive review of the entities’ accounting
policies. As a result of the review, management may identify differences between the accounting policies of the entities which, when conformed, could have a material impact on the financial statements of TuHURA. Based on the initial analyses
performed, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not
assume any differences in accounting policies.
As a result of TuHURA being treated as the acquiring company for financial reporting
purposes in the Mergers, the unaudited condensed combined pro forma financial information has been prepared on a basis consistent with the historical financial statements of TuHURA. As part of the preparation of the unaudited pro forma condensed
combined financial information under this basis, certain reclassifications were made to align Kineta’s financial statement presentation with that of TuHURA.
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The pro forma adjustments were based on the preliminary information available at the time of the preparation of the unaudited pro forma
condensed combined financial information. The unaudited pro forma condensed combined financial information, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the separate historical
audited and unaudited financial statements of TuHURA and Kineta, as filed with the SEC.
The following unaudited pro forma condensed
combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of
the Mergers and has been prepared for informational purposes only. The Company includes additional financing transactions and transaction accounting adjustments in the unaudited pro forma condensed combined statements of operations as if they had
occurred as of the earliest period presented, January 1, 2025.
Estimated Purchase Price Consideration for the Mergers
Estimated purchase price of $16,560,163 related to the Mergers is comprised of the following components:
|
|
|
|
|
| Cash Consideration Paid at Closing |
|
$ |
— Total |
|
| Cash Consideration Paid (Exclusivity Payments, Loans, and Advances) |
|
|
7,644,502 |
|
| Initial Share Consideration |
|
|
6,396,017 |
|
| Delayed Share Consideration |
|
|
2,519,644 |
|
| Contingent Consideration |
|
|
— |
|
|
|
|
|
|
| Total consideration |
|
$ |
16,560,163 |
|
|
|
|
|
|
The cash component of the aggregate Merger Consideration in the Mergers was a cash consideration amount of
$6,745,000 (consisting of a top-line cash consideration value of $12,000,000, as stated in the Merger Agreement, less the sum of Kineta’s final calculated working capital deficit of $5,255,000 as of the
closing date of the Mergers. Of the cash consideration amount of $7,644,502, the entire cash component had already been paid by TuHURA to Kineta prior to the closing date of the Mergers and was credited towards the cash component of the aggregate
Merger Consideration in the Mergers pursuant to the Merger Agreement.
The estimated share consideration pursuant to the Merger Agreement,
which for which certain components are still ultimately subject to adjustment pursuant to the Merger Agreement, to be paid to former Kineta stockholders of record as of the Effective Time will consist of an aggregate of up to 3,998,054 shares of
TuHURA Common Stock, which was calculated by using the top-line share value of $23,000,000 (consisting of the maximum value for the Initial Share Consideration of $16,500,000 plus the maximum value for Delayed
Share Consideration of $6,500,000) and dividing by the TuHURA Share Value ($23,000,000 divided by $5.7528 per share equals 3,998,054 shares).