DEF 14A of TuHURA Biosciences, Inc./NV, Jul 9, 2026

DEF 14A of TuHURA Biosciences, Inc./NV

Filed Jul 9, 2026 · FY20250001193125-26-299680

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS AT ANNUAL MEETING

    PROPOSAL 1: ELECTION OF DIRECTORS AT ANNUAL MEETING Our Board of Directors is currently composed of six directors. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors or by the sole remaining director. A director elected by the Board of Directors to fill a vacancy, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that director for which the vacancy was created and until the director’s successor is duly elected and qualified. Each of the six nominees listed below are incumbent directors. If elected at the Annual Meeting, each of these nominees would serve until the next annual meeting of the stockholders and until his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Because the number of nominees properly nominated for the Annual Meeting is the same as the number of directors to be elected, the election of directors at this Annual Meeting is uncontested. Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. In accordance with our Bylaws and the Nevada Revised Statutes, a stockholder entitled to vote for the election of directors may withhold authority to vote for certain nominees for directors or may withhold authority to vote for all nominees for directors. Withheld votes and broker non-votes will not be treated as a vote for or against any particular director nominee and will not affect the outcome of the election. Stockholders may not vote, or submit a proxy, for a greater number of nominees than the six nominees named below. The director nominees receiving the highest number of affirmative votes will be elected. Shares of capital stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the six director nominees named below. If any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board of Directors. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

  2. Nominees for Election Until the Next Annual Meeting

    Nominees for Election Until the Next Annual Meeting The following table sets forth the name, age and position of each of the nominees at the Annual Meeting:

  3. Nominees for Election Until the Next Annual Meeting

    | Name | Age | Position(s) | | James Bianco, M.D. | 69 | Chief Executive Officer and Director | | James Manuso, Ph.D., MBA | 77 | Director and Chairman of the Board | | Alan List, M.D. | 71 | Director | | George Ng | 52 | Director | | Robert E. Hoffman | 60 | Director | | Craig Tendler, M.D. | 67 | Director |

  4. Required Vote

    Required Vote The nominees for director who receive the most votes properly cast (also known as a plurality) will be elected. You may either vote “FOR” the nominees or “WITHHOLD” your vote from the nominees. Withheld votes and broker non-votes, if any, will have no effect on the Director Nomination Proposal. Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards “FOR” the election of the director nominees named in the Director Nomination Proposal. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominees as the Board of Directors may designate. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE DIRECTOR NOMINEES NAMED IN THE DIRECTOR NOMINATION PROPOSAL.

  5. TUHURA DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE

    TUHURA DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE

  6. Biographical Information Regarding Our Executive Officers and Director Nominees

    Biographical Information Regarding Our Executive Officers and Director Nominees The following is summary biographical information regarding our executive officers and director nominees:

  7. Non-Employee Directors

    Non-Employee Directors James S. Manuso, Ph.D., MBA, served as a director of Legacy TuHURA since its founding and has served a director and our Chairman since the completion of the Kintara Merger in October 2024. Dr. Manuso has served as Chairman and Chief Executive Officer of Talfinium Investments, Inc. and as managing member of the Laurelside portfolio of LLCs, investment entities which he founded in 2014. Since 2020 Dr. Manuso has served on the board of Opus Genetics Inc. (IRD:Nasdaq), a commercial- and clinical-stage, ophthalmic biopharmaceutical company developing important new therapies for the treatment of inherited retinal diseases and other retinal and refractive disorders. From 2015 until 2018, Dr. Manuso served as President, Chief Executive Officer and Vice Chairman of RespireRx Pharmaceuticals Inc. (OTC QB:RSPI), a clinical-stage biotechnology company. From January 2003 until October 2013, he served as Chairman, President and Chief Executive Officer of Astex Pharmaceuticals, Inc. (Nasdaq:ASTX; formerly SuperGen Nasdaq:SUPG), a commercial-stage, oncology-focused company which was sold to Otsuka Pharmaceutical Co., Ltd. in 2013. He subsequently served as a senior mergers and acquisitions advisor to Otsuka Pharmaceuticals’ executive management. Dr. Manuso has served as board chairman and chairman of the audit, governance and nominating, pricing and compensation committees of multiple companies’ boards, including the Biotechnology Innovation Organization; Novelos Therapeutics, Inc.; Merrion Pharmaceuticals Ltd. (MERR:IEX; Dublin, Ireland); Inflazyme Pharmaceuticals, Inc. (IZP-TSE; Vancouver, Canada); Symbiontics, Inc., which he co-founded (sold to BioMarin Pharmaceutical Inc. as ZyStor, Inc.); Montigen Pharmaceuticals, Inc.; Quark Pharmaceuticals, Inc.; Galenica Pharmaceuticals, Inc.; Supratek Pharma, Inc.; EuroGen, Ltd. (London, UK), where he was chairman; and the Greater San Francisco Bay Area Leukemia & Lymphoma Society, where he also served as vice president. Dr. Manuso holds a B.A. with honors in Economics and Chemistry from New York University, a Ph.D. in Experimental Psychology and Genetics from the New School University, and an Executive M.B.A. from Columbia Business School. Dr. Manuso is an author of numerous chapters, articles, patents and books on topics including health care cost containment and biotechnology company foundation and management. We believe that Dr. Manuso’s extensive experience in the biopharmaceutical industry in finance, business development and management, and his experience as a member of the boards of directors of multiple pharmaceutical companies, both domestic and foreign, provide him with the qualifications and skills to serve as a director of our company. George Ng has served as Chief Executive Officer and as a director of Processa Pharmaceuticals, Inc. (NASDAQ:PCSA) since August 8, 2023. He served as a member of the board of directors of Calidi Biotherapeutics, Inc. (NYSE: CLDI) (“Calidi”) from October 2019 to September 2024, and was Calidi’s President and Chief Operating Officer from February 1, 2022 until June 23, 2023. He has been a partner at PENG Life Science Ventures since September 2013 and a member of the board of directors of Legacy TuHURA since February 2020 and TuHURA Biosciences, Inc. (formerly, Morphogenesis, Inc.) (NASDAQ:HURA) since the completion of the Kintara Merger in October 2024. His experience further includes serving in various executive-level or board of director positions for multiple publicly-traded and private global biotechnology and pharmaceutical firms. Mr. Ng previously served as a member of the board of directors of Inflammatory Response Research, Inc. from May 2019 to April 2020, Invent Medical Corp from July 2019 to January 2020, ImmuneOncia Therapeutics Inc.(KOSDAQ:424870.KO) from June 2016 to 2019, and Virttu Biologics Limited from April 2017 to April 2019. He was also the Executive Vice President and Chief Administrative Officer of Sorrento Therapeutics, Inc. (Nasdaq: SRNE) from March 2015 to April 2019; the Co-Founder and Founder and President, Business of Scilex Pharmaceuticals Inc. (NASDAQ:SCLX) from September 2012 to April 2019; and the Senior Vice President and General Counsel of BioDelivery Sciences International Inc. (Nasdaq: BDSI) from December 2012 to March 2015. Mr. Ng holds a JD degree from the University of Notre Dame School of Law, as well as a B.A.S. (B.A and B.S) dual degree in Biochemistry and Economics from the University of California, Davis. We believe that Mr. Ng is qualified to serve on our Board due to his experience with pharmaceutical companies. Alan List, M.D. served as a director of Legacy TuHURA prior to the Kintara Merger since November 2022 and has served as a director of our company since the completion of the Kintara Merger. Dr. List currently serves as Chief Scientific Officer of Stelexis BioSciences, Inc., and has also served as Chief Medical Officer of Precision BioSciences, Inc. (Nasdaq: DTIL) (“Precision BioSciences”), a clinical stage gene editing company, from April 2021 through September 2024. Prior to that, he had been a strategic clinical advisor to Precision BioSciences and its board since April 2020, providing advice regarding its clinical stage and pre-clinical allogeneic CAR T programs. Prior to joining Precision BioSciences, Dr. List served in various roles at the Moffitt Cancer Center, including as President and Chief Executive Officer from 2012 to December 2019, Executive Vice President, Physician in Chief from 2008 to 2012 and Chief of the Malignant Hematology Department from 2003 to 2008. Prior to joining the Moffitt Cancer Center, Dr. List held academic and clinical appointments at the University of Arizona. Dr. List is internationally recognized for his many contributions in the development of effective treatment strategies for myelodysplastic syndrome (“MDS”) and acute myeloid leukemia. His pioneering work led to the development of Revlimid (lenalidomide), a transformational treatment for patients with MDS and multiple myeloma. Dr. List is the author of numerous peer-reviewed articles and books. He previously served as the President for the Society of Hematologic Oncology as well as a member of the MDS Foundation Board of Directors. Dr. List is also an active member of the American Society of Clinical Oncology, the American Society of Hematology and the American Association for Cancer Research. He is a Charter Fellow in the National Academy of Inventors and an inductee in the Florida Inventors Hall of Fame. Dr. List received B.S. and M.S. degrees from Bucknell University and earned his M.D. from the University of Pennsylvania. He completed his fellowship in Hematology and Medical Oncology at Vanderbilt University Medical Center, and is board certified in internal medicine, hematology, and medical oncology. We believe Dr. List’s extensive clinical development experience together with his experience with biotechnology businesses provide him with the qualifications and skills to serve as a director of our company.

  8. Non-Employee Directors

    Robert E. Hoffman served as a director of our Company from April 2018 through the completion of the Kintara Merger, as Chairman of Kintara from June 2018 through the completion of the Kintara Merger, as Chief Executive Officer and President of Kintara from November 2021 through the completion of the Kintara Merger, and as interim Chief Financial Officer of Kintara from June 1, 2023, through the completion of the Kintara Merger. Mr. Hoffman has also continued to serve as a director since completion of the Kintara Merger. Mr. Hoffman is the Chief Financial Officer of CytoDyn Inc. (OTC: CYDY), a publicly-held, clinical-stage oncology company since May 2025. He has served as a member of the board of directors of Esperion Therapeutics (Nasdaq: ESPR), a publicly-held commercial stage cardiovascular company, since April 2025, and as a member of the board of directors of FibroGenesis, a clinical-stage regenerative medicine company, since April 2021. Mr. Hoffman served as a member of the board of directors of ASLAN Pharmaceuticals, Inc. (Nasdaq:ASLN) a publicly-held biotechnology company. He has also served as a member of the board of directors, on the audit committee, and on the human resources and compensation committee of Antibe Therapeutics Inc. (“Antibe”), a publicly-held clinical-stage biotechnology company, since November 2020, and as Chairman of Antibe’s board of directors from May 2022 to April 2024. Mr. Hoffman served as Senior Vice President and Chief Financial Officer of Heron Therapeutics, Inc., a publicly-held pharmaceutical company, from April 2017 to October 2020. From July 2015 to September 2016, Mr. Hoffman served as Chief Financial Officer of AnaptysBio, Inc., a publicly-held biotechnology company. From June 2012 to July 2015, Mr. Hoffman served as the Senior Vice President, Finance and Chief Financial Officer of Arena Pharmaceuticals, Inc. (“Arena”), a biopharmaceutical company, prior to its acquisition by Pfizer Inc. in March 2022. From August 2011 to June 2012 and previously from December 2005 to March 2011, he served as Arena’s Vice President, Finance and Chief Financial Officer and in a number of various roles of increasing responsibility from 1997 to December 2005. Mr. Hoffman formerly served as a member of the board of directors of Saniona AB, a biopharmaceutical company, from September 2021 to May 2022, and as a member of the board of directors of Kura Oncology, Inc., a cancer research company, from March 2015 to August 2021. He also previously served as a member of the board of directors of CombiMatrix Corporation, a molecular diagnostics company, MabVax Therapeutics Holdings, Inc., a biopharmaceutical company, and Aravive, Inc., a clinical-stage biotechnology company. Mr. Hoffman serves as a member of the steering committee of the Association of Bioscience Financial Officers. Mr. Hoffman formerly served as a director and President of the San Diego Chapter of Financial Executives International and was an advisor to the Financial Accounting Standards Board (FASB) for 10 years (2010 to 2020) advising the United States accounting rulemaking organization on emerging issues and new financial guidance. Mr. Hoffman holds a B.B.A. from St. Bonaventure University. We believe Mr. Hoffman’s financial and executive business experience qualifies him to serve as a director of our company. Craig Tendler, M.D. was appointed as a member of our board of directors on March 10, 2025, and since March 2026, he has also provided consulting services to the Company through an affiliated entity. Dr. Tendler is an experienced pharmaceutical and biotech industry professional. From January 2010 through December 2024, Dr. Tendler served as the Vice President, Oncology Clinical Development, Diagnostics, and Global Medical Affairs of Johnson & Johnson Innovative Medicine Research & Development where he was responsible for creating and overseeing robust development plans, including optimal integration of biomarkers and diagnostics, and comprehensive data generation activities for all products in the oncology portfolio. During his tenure at Johnson & Johnson, Dr. Tendler and his team worked in collaboration with the FDA and the European Medicines Agency to secure worldwide approvals of transformational treatments in prostate cancer, hematologic malignancies, as well as for lung and bladder cancer. He played an instrumental role in achieving 13 FDA breakthrough designations for accelerating the early development of promising investigational medicines intended for the treatment of serious oncology conditions. Prior to joining Johnson & Johnson Innovative Medicine, Dr. Tendler served as the Vice President of Oncology Clinical Research and Chair of the Oncology Licensing Committee at the Schering-Plough Research Institute. In addition to his pharmaceutical industry experience, Dr. Tendler has served as Co-Chair of the Friends of Cancer Research Corporate Council, member of the Bloomberg New Economy International Cancer Coalition, and member of the Admissions Committee, Mount Sinai School of Medicine. Dr. Tendler was an Assistant Professor of Pediatrics/Hematology-Oncology at the Mount Sinai School of Medicine and a NIH physician-scientist grant recipient and research fellow at the National Cancer Institute in Bethesda, Maryland. Dr. Tendler earned his undergraduate degree from Cornell University and graduated from the Mount Sinai School of Medicine, New York City, with high honors and induction into the Alpha Omega Alpha Medical Society. We believe Dr. Tendler’s experience in the pharmaceutical and biotech industry qualifies him to serve as a director of our company.

  9. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned by, awarded to or paid to the NEOs for the years ended December 31, 2025 and 2024:

  10. Summary Compensation Table

    | Name and Principal Position | Fiscal year | Salary ($) | Bonus | Stock Awards ($) | Option Awards (1) | All Other Compensation ($) (2) | Total ($) | | Dr. James Bianco | 2025 | 544,559 | 490,536 | — | 2,872,000 | 80,000 | $3,987,095 | | President and Chief Executive Officer | 2024 | 463,734 | 623,750 | — | 4,900,000 | 80,000 | $6,067,484 | | Dan Dearborn | 2025 | 380,643 | 163,393 | — | 1,288,000 | — | $1,832,036 | | Chief Financial Officer | 2024 | 339,101 | 375,000 | — | 2,200,000 | — | $2,914,101 |

  11. Summary Compensation Table

    | (1) Amounts in this column represent the aggregate grant date fair value of stock options awarded during 2025 and 2024, computed in accordance with FASB Accounting Standards Codification Topic 718. For more information regarding the assumptions used in this calculation, see Note 10 to our financial statements included in the Original Form 10-K. |

  12. Summary Compensation Table

    | (2) Amounts in this column represent life insurance premiums paid by us on behalf of Dr. Bianco and Mr. Dearborn. For more information regarding other compensation awarded or paid to the NEOs, see “— Narrative Disclosure to Summary Compensation Table — Other Compensation ” below. |

  13. Outstanding Equity Awards at Fiscal

    Outstanding Equity Awards at Fiscal

  14. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under the employment agreements with the NEOs, in the event the NEO is terminated by us other than for “Cause” or by the NEO for “Good Reason,” the NEO will be eligible for the following severance benefits if he executes a release of claims in the form prescribed by us within 30 days of the termination: (A) payment of (i) employee’s Accrued Obligations, (ii) two years of base salary plus an amount equal to the greater of the average of such employee’s two prior years’ bonuses or 50% of such employee’s then-base salary, paid in one lump sum within 30 days of the separation, and (iii) reimbursement for monthly premiums to continue health insurance for two years or until other health insurance is obtained by such employee and (B) any unvested portion of any outstanding options or unvested shares of our common stock granted to such employee will immediately vest and become exercisable and will remain exercisable for a period of seven years following the date of such employee’s separation. If the termination of the NEO occurs upon the same circumstances, except that it occurs immediately prior to, upon, or within two years following a Change of Control (as defined in the NEO’s employment agreements), the NEO’s bonus payment will instead be an amount equal to the greater of the average of the two prior years’ bonuses or 50% of his base salary. The Kintara Merger was not deemed a Change of Control for purposes of each NEO employment agreement, and the merger transaction with Kineta, Inc. was not deemed a Change of Control for purposes of each NEO employment agreement. For purposes of the employment agreements and the outstanding stock options: “Cause” is defined as (i) gross negligence or willful misconduct in the performance of employee’s duties to our company after written notice to employee and the failure to cure same within ten business days after receipt of written notice; (ii) refusal or failure to act in accordance with any lawful specific direction or order of our board of directors after written notice to employee of such refusal or failure and failure to cure the same within ten days after receipt of written notice; (iii) commission of any act of fraud with respect to us; (iv) employee’s material breach of any written agreement or material policy of ours after written notice to employee of such breach and failure to cure, if curable, the same within ten business days after receipt of written notice; and (v) employee’s conviction of, or plea of nolo contendere to, a crime which adversely affects our business or reputation, in each case as determined by our board of directors; (vi) employee’s willful unauthorized disclosure of Confidential Information (as defined in our confidential disclosure policy); (vii) continued or excessive absences or tardiness, after an official warning has been issued and failure to cure (not including authorized leaves of absence, FMLA leave, or absences that are a result of an accommodation under ADA).

  15. Pay Versus Performance

    Pay Versus Performance The following section has been prepared in accordance with pay versus performance rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Under these new rules, the SEC has developed a definition of pay, referred to as Compensation Actually Paid (“CAP”). We are required to calculate CAP for the NEOs and then compare it with certain of our performance measures. Stockholders should refer to our compensation philosophy discussion and analysis in this proxy statement for a complete description of how executive compensation relates to our performance measures and how our Compensation Committee makes its decisions related thereto. Our Compensation Committee did not consider this SEC-required pay versus performance analysis and disclosure below in making its pay decisions for any of the years shown. The following table shows the past three fiscal years’ total compensation for the NEOs as set forth in the Summary Compensation Table (“SCT”), the CAP to the NEOs (as determined pursuant to SEC rules), our total stockholder return (“TSR”), and our net loss. We are a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, and have elected to provide in this proxy statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies. SEC rules require certain adjustments be made to the SCT totals to determine CAP as reported in the pay versus performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEOs without restriction, but rather is a valuation calculated under applicable SEC rules. The methodology for calculating CAP as required by Item 402(v) of Regulation S-K takes into account, among others, changes in share price and its impact on the fair value of equity awards. For information on our executive compensation program and the approach used by our Compensation Committee, please refer to the “Executive Compensation” narrative and the outstanding equity awards table. The following table provides information about our principal executive officer (PEO) and non-PEO NEOs and certain financial performance information for the reported years.

  16. Pay Versus Performance

    | Year | Summary Compensation Total for Dr. Bianco ($) (1)(a) | Summary Compensation Total for Mr. Hoffman ($) (1)(b) | Compensation actually paid to Dr. Bianco ($) (2) | Compensation actually paid to Mr. Hoffman ($) (2) | Average Summary Compensation Table Total for non-PEO ($) (3) | Average Summary Compensation actually paid for non-PEO ($) (2) | Value of initial fixed $100 Investment based on Total Shareholder Return (4) | Net Income (Loss) (millions) (5) | | 2025 | 3,987,095 | — | 1,775,095 | — | 1,832,036 | 691,036 | 0.32 | (31.0) | | 2024 | 6,067,484 | 2,441,229 | 5,315,484 | 2,441,229 | 1,723,967 | 1,555,967 | 0.46 | (23.0) | | 2023 | 1,211,585 | 1,184,363 | 1,211,585 | 559,019 | 325,030 | 369,631 | 3.82 | (15.0) |

  17. Pay Versus Performance

    | (1) The dollar amounts reported in each column (a) are the amounts of total compensation reported for Dr. Bianco (TuHURA’s current Chief Executive Officer), and (b) Robert Hoffman (TuHURA’s former Chief Executive Officer prior to the completion of the Kintara Merger). |

  18. Pay Versus Performance

    | (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to TuHURA’s PEOs and the average “compensation actually paid” to TuHURA’s non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. In accordance with these rules, these amounts reflect total compensation as set forth in the SCT for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs or non-PEO NEOs during the applicable fiscal year. |

  19. Pay Versus Performance

    | | Dr. Bianco 2025 ($) | Mr. Hoffman 2025 ($) | Average Other NEOs ($) | | Deduction for amounts reported under the option awards column in the summary compensation table | (2,872,000) | — | (1,288,000) | | ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 2,064,000 | — | 926,000 | | ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (1,172,000) | — | (710,000) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (232,000) | — | (69,000) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | — | | TOTAL ADJUSTMENTS | (2,212,000) | — | (1,141,000) |

  20. Pay Versus Performance

    | (3) The dollar amounts reported represent the average of the amounts reported for TuHURA’s NEOs as a group (excluding TuHURA’s PEOs) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for the year ending December 31, 2025, Dan Dearborn, (ii) for the years ending December 31, |

  21. Pay Versus Performance

    | 2024 and 2023, Dan Dearborn and Dennis Yamashita, and (iii) for the year ending June 30, 2023, Dennis Brown (TuHURA’s former Chief Scientific Officer), and Scott Praill (TuHURA’s former Chief Financial Officer). |

  22. Pay Versus Performance

    | (4) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between TuHURA’s share price at the end and the beginning of the measurement period by TuHURA’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2022. No dividends were paid on stock or option awards in 2023, 2024 or 2025. |

  23. Pay Versus Performance

    | (5) The dollar amounts reported represent the amount of net income (loss) reflected in TuHURA’s audited financial statements for (a) the years ending December 31, 2025, 2024 and 2023 and (b) the year ending June 30, 2023. |

  24. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above. The following graphs display the CAP to our NEOs compared to our TSR and our net income (loss) for fiscal 2023, 2024 and 2025. We do not look to net income (loss) as a performance measure for our executive compensation program and instead look at operational metrics, such as drug development milestones, pipeline progress, regulatory compliance, intellectual property, partnerships and collaborations, and general financial health of the company.

  25. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2025. Dr. James Bianco, our Chief Executive Officer, did not receive any compensation for his service as a member of our Board of Directors for the fiscal year ended December 31, 2025. Dr. Bianco’s compensation for service as an employee for fiscal year 2025 is presented in the section titled “ Executive Compensation—Summary Compensation Table ” above.

  26. DIRECTOR COMPENSATION

    | Name | Year | Fees Earned or Paid in Cash | Option Awards (2) | Total ($) | | James Manuso, Ph.D. | 2025 | $91,000 | $199,865 | $290,865 | | Alan List, M.D. | 2025 | $63,500 | $171,975 | $235,475 | | George Ng | 2025 | $57,500 | $171,975 | $229,475 | | Robert Hoffman | 2025 | $40,000 | $171,975 | $211,975 | | Craig Tendler M.D. (1) | 2025 | $33,750 | $233,140 | $266,890 |

  27. DIRECTOR COMPENSATION

    | (1) Mr. Tendler was appointed to our board of directors on March 10, 2025. |

  28. DIRECTOR COMPENSATION

    | (2) Represents the fair value of stock option awards granted to its directors during the fiscal year ended December 31, 2025. |

  29. Director Compensation Program

    Director Compensation Program The following describes the material terms of our Non-Employee Director Compensation Program (the “Program”), as adopted by our Board of Directors effective January 1, 2025. The Program provides for both cash retainers and equity-based compensation payable to each member of our board who is not an employee of the Company or any parent or subsidiary of the Company. Cash and equity compensation under the Program is paid or granted automatically without further board of director action, unless a director declines receipt by written notice to the Company. The Board of Directors may amend, modify, or terminate the Program at any time in its sole discretion.