TuHURA Biosciences Inc美股招股说明书(2025-09-26版)

This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus under the caption “SellingStockholders,” or the Selling Stockholders, of up to 9,321,545 shares of our common stock, par value $0.001 per share, comprising up to (i) 4,570,629shares of our common stock and (ii) 4,750,916shares of our common stock issuable upon the exercise of warrants. We will not receive any proceedsfrom the sale of shares being sold by the selling stockholders. We will, however, receive proceeds on the exercise by the selling stockholders ofoutstanding warrants for shares of our common stock covered by this prospectus if the warrants are exercised for cash. We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assumebrokerage commissions and similar charges, if any, incurred for the sale of the shares. The selling stockholders identified in this prospectus may offerthe shares from time to time through public or private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time ofsale, or at privately negotiated prices. We provide more information about how the selling stockholders may sell their shares of common stock in thesection titled “Plan of Distribution” beginning on page 145 of this prospectus. Our common stock is listed on the NASDAQ Capital Market (“NASDAQ”) under the symbol “HURA.” The last reported sale price of thecommon stock on September17, 2025 was $2.43per share. Investing in shares of our common stock involves risks. See “Risk Factors” beginning on page 5 to read aboutfactors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. Table of Contents TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS5USE OF PROCEEDS49DIVIDEND POLICY50BUSINESS51MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS99MANAGEMENT117 WHERE YOU CAN FIND MORE INFORMATION INDEX TO FINANCIAL STATEMENTS Please read this prospectus carefully. It describes our business, financial condition, results of operations and prospects, among other things. Weare responsible for the information contained in this prospectus and in any free-writing prospectus we have authorized. Neither we nor theunderwriters have authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility forany other information others may give you. Neither we nor the underwriters are making an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front of thisprospectus, regardless of the time of delivery of this prospectus or any sale of securities. You should not assume that the information containedin this prospectus is accurate as of any date other than its date. Table of Contents ABOUT THIS PROSPECTUS Unless the context otherwise requires, references in this prospectus to “Company,” “TuHURA,” “we,” “us,” “our,” and “ours” refer to TuHURABiosciences, Inc., and its subsidiaries where the context so requires. This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus of up to 9,321,545 shares of commonstock. The exhibits to the registration statement of which this prospectus is a part contain the full text of certain contracts and other important documentsthat we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whetherto acquire or purchase common stock offered by this prospectus, you should review the full text of these documents. The registration statement and theexhibits and other documents can be obtained from the SEC as indicated under the section entitled “Where You Can Find More Information.” This prospectus only provides you with a general description of the common stock that the selling stockholders may offer, which is not meant tobe a complete description of the common stock. Each time a selling stockholder sells common stock, such selling stockholder will provide a prospectusand any related prospectus supplement containing specific information about the terms of the applicable offering, as required by law. Such prospectussupplement may add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectusand any prospectus supplement, you should rely on the information in the prospectus supplement. You should read carefully both this prospectus andany rel