On December 9, 2025 TuHURA Biosciences, Inc. (NASDAQ:HURA) ("TuHURA" or the "Company"), a Phase 3 immuno-oncology company developing novel therapeutics to overcome resistance to cancer immunotherapy, reported that it has entered into a definitive agreement for the purchase of an aggregate of 9,462,423 shares of its common stock, Series A warrants to purchase up to an aggregate of 9,462,423 shares of its common stock and Series B warrants to purchase up to an aggregate of 9,462,423 shares of its common stock, at a purchase price of $1.65 per share and accompanying warrants in a registered direct offering. The warrants will have an exercise price of $1.95 per share and will be exercisable beginning six months after the date of issuance.
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H.C. Wainwright & Co. is acting as the exclusive lead placement agent for the offering. Rodman & Renshaw LLC is acting as co-placement agent for the offering.
The closing of the offering is expected to occur in three tranches. The first closing of the offering is expected to occur on or about December 10, 2025, subject to satisfaction of customary closing conditions. At the first closing, the Company will issue an aggregate of 5,219,999 shares of its common stock, Series A warrants to purchase up to an aggregate of 5,219,999 shares of its common stock and Series B warrants to purchase up to an aggregate of 5,219,999 shares of its common stock. The second closing of the offering is expected to occur by no later than January 30, 2026. At the second closing, the Company will issue an aggregate of 3,030,303 shares of its common stock, Series A warrants to purchase up to an aggregate of 3,030,303 shares of its common stock and Series B warrants to purchase up to an aggregate of 3,030,303 shares of its common stock. The third closing of the offering is expected to occur by no later than February 27, 2026. At the third closing, the Company will issue an aggregate of 1,212,121 shares of its common stock, Series A warrants to purchase up to an aggregate of 1,212,121 shares of its common stock and Series B warrants to purchase up to an aggregate of 1,212,121 shares of its common stock. The Series A warrants will expire five and one-half years from the date of the first closing and the Series B warrants will expire twenty-four months from the date of the first closing.
The gross proceeds to the Company are expected to be approximately $8.6 million from the first closing of the offering, approximately $5 million from the second closing of the offering and approximately $2 million from the third closing of the offering, before deducting the placement agents’ fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering for working capital, satisfaction of the Company’s $3.4 million bridge note obligation to the Matthew Nachtrab Revocable Trust, and general corporate purposes. The bridge note obligation bears interest at a rate of 3% per month and requires repayment on the earlier of December 31, 2025 or on the date that is 30 days following the successful closing of an equity financing in which the Company receives gross cash proceeds in excess of $12,000,000.
The securities described above are being offered pursuant to a "shelf" registration statement (File No. 333-291239) filed with the Securities and Exchange Commission ("SEC") on November 3, 2025, which became effective automatically on November 22, 2025. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the securities being offered will be filed with the SEC and be available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at [email protected] and Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4414, or by email at [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
(Press release, TuHURA Biosciences, DEC 9, 2025, View Source [SID1234661325])