Announcement • Jul 01
TuHURA Biosciences, Inc. (NasdaqCM:HURA) completed the acquisition of Kineta, Inc. (OTCPK:KANT) from Craig Philips, Armistice Capital, LLC, entities associated with CBI Inc. and others.
TuHURA Biosciences, Inc. (NasdaqCM:HURA) entered into a letter of intent to acquire Kineta, Inc. (OTCPK:KANT) from Craig Philips, Armistice Capital, LLC, entities associated with CBI Inc. and others for $30 million on November 13, 2024. TuHURA Biosciences, Inc. (NasdaqCM:HURA) entered into a definitive agreement to acquire Kineta, Inc. (OTCPK:KANT) from Craig Philips and others on December 11, 2024. Pursuant to the letter of intent, the parties agreed, among other things: (i) Kineta’s stockholders would be entitled to a mix of cash and stock consideration consisting of (x) up to $15 million in cash, reduced by $5.3 million previously paid pursuant to the Exclusivity Agreement and any liabilities paid prior to closing, and (y) $20 million of TuHURA Common Stock, $3 million of which would be held back for 6 months to cover undisclosed liabilities post-closing; (ii) other customary terms and conditions relating to the proposed transaction. The aggregate merger consideration includes $15 million in initial share payment, $15 million in cash and $5 million in delayed share payment. Both sell-side and buy-side termination fee equates to $1 million. Upon completion of the Mergers, Kineta stockholders are expected to hold approximately 7% of the issued and outstanding shares of TuHURA immediately following the completion of the Mergers. The transaction was unanimously approved by the both TuHURA and Kineta's boards of directors. The transaction is subject to the approval of both TuHURA and Kineta's shareholders. The transaction is subject to registration statement effectiveness, minimum net working capital requirement, consummation of due diligence, execution of definitive agreement and approval for the listing of the shares on NASDAQ. The transaction is also subject to the disposition of Kineta Chronic Pain, LLC and the closing of a concurrent investment worth $35 million. The transaction is expected to close in Q1 2025. As per the filing on March 4, 2025, the transaction is expected to be completed in the first half of 2025. The merger is targeted to close in Q2 2025 pending the satisfaction of funding conditions and other closing conditions. As of June 23, 2025 TuHURA Biosciences share holders and Kineta stockholders has approved the transaction.
Curt P. Creely and Garrett F. Bishop of Foley & Lardner LLP acted as legal advisor to TuHURA. Albert Vanderlaan and Michael Wiesner of Orrick, Herrington & Sutcliffe LLP acted as legal advisor to Kineta, Inc. and Craig Philips. Leerink Partners LLC acted as financial advisor to TuHURA Biosciences, Inc. Equiniti Trust Company, LLC acted as transfer agent to TuHURA and Kineta. Marcum LLP acted as an auditor to TuHURA and Kineta.
TuHURA Biosciences, Inc. (NasdaqCM:HURA) completed the acquisition of Kineta, Inc. (OTCPK:KANT) from Craig Philips, Armistice Capital, LLC, entities associated with CBI Inc. and others on June 30, 2025.
