Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously announced, on June 2, 2025, TuHURA Biosciences, Inc. (the "Company") and investors (the "Purchasers") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company agreed to issue to the Purchasers, in a private placement (the "Offering"), an aggregate of 4.76 million shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), together with warrants to purchase an equal number of shares of Common Stock at an exercise price of $3.3125 (the "Warrants"), for an aggregate offering amount of approximately $12.6 million. The combined effective offering price for each Share and accompanying Warrant in the Offering was $2.65.

In addition to the approximately $8.9 million that was purchased in four tranches through July 24, 2025, under the Securities Purchase Agreement, approximately $3.7 million of the Offering (the "Final Tranche Offering Amount") was required under the Securities Purchase Agreement to be purchased and funded by December 31, 2025 by four Purchasers who had the right defer the purchase of a portion of their Common Stock and Warrants until such time (the "Deferral Investors"). The Deferral Investors were Pranabio Investments LLC, Garden Street House, LLC, Thomas C. Mollick, and Matthew Nachtrab.

On September 5, 2025, each of Deferral Investors and the Company entered into an agreement (the "Final Purchase Agreements") pursuant to which they agreed to immediately purchase an aggregate of $3.2 million of the Final Tranche Offering Amount in exchange for the Company's agreement, set forth in a Warrant Amendment Agreement between the Company and each Deferral Investor (the "Warrant Amendment Agreements"), to extend the expiration dates of certain warrants to purchase an aggregate of 1.5 million shares of Company common stock that were issued by the Company's predecessor in a 2024 private placement of convertible notes (the "2024 Warrants"). Under the Warrant Amendment Agreements, the expiration dates of the 2024 Warrants was extended to December 31, 2030.

The foregoing summaries of the Final Purchase Agreements and the Warrant Amendment Agreements do not purport to be complete and are qualified in their entirety by reference to the form of such documents attached hereto as Exhibits 10.1 and 4.2, respectively, and are each incorporated herein by reference.