UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the quarterly period ended
or
For the transition period from to .
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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(I.R.S. Employer |
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(Address of principal executive offices) |
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(zip code) |
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No
Number of shares of common stock outstanding as of May 14, 2024 was
TABLE OF CONTENTS
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Page No. |
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Item 1. |
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1 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 3. |
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30 |
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Item 4 |
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30 |
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Item 1. |
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31 |
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Item 1A. |
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31 |
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Item 2. |
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Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities. |
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Item 3. |
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31 |
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Item 4. |
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31 |
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Item 5. |
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32 |
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Item 6. |
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33 |
i
PART 1. - FINANCIAL INFORMATION
Item 1. Financial Statements.
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Financial Statements
(Unaudited)
For the nine months ended March 31, 2024
(expressed in US dollars unless otherwise noted)
1
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Balance Sheets
(In thousands, except par value amounts)
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March 31, |
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June 30, |
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Note |
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$ |
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$ |
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(unaudited) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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Prepaid expenses, taxes and other receivables |
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Clinical trial deposit |
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3 |
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Total current assets |
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Property and equipment, net |
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5 |
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Total assets |
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Liabilities |
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Current liabilities |
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Accounts payable and accrued liabilities |
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Related party payables |
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6 |
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Total current liabilities |
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Milestone payment liability |
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9 |
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Total liabilities |
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Stockholders' equity |
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Preferred stock |
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Authorized |
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Issued and outstanding |
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7 |
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7 |
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Common stock |
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Authorized |
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Issued and outstanding |
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7 |
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Additional paid-in capital |
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7 |
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Accumulated deficit |
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( |
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Accumulated other comprehensive income |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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Nature of operations, corporate history, going concern and management plans (note 1) |
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Subsequent events (note 10) |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
2
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
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Three months ended |
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Nine months ended |
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Note |
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2024 |
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2023 |
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2024 |
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2023 |
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Expenses |
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Research and development |
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$ |
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$ |
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$ |
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$ |
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General and administrative |
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( |
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( |
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( |
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( |
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Other income (loss) |
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Foreign exchange |
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Interest, net |
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Net loss for the period |
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( |
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Computation of basic loss per share |
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Net loss for the period |
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( |
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( |
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( |
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Series A Preferred cash dividend |
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7 |
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( |
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( |
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( |
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( |
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Series C Preferred stock dividend |
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7 |
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— |
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— |
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( |
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Net loss for the period attributable to common stockholders |
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$ |
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( |
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$ |
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$ |
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$ |
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( |
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Basic and fully diluted loss per share |
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$ |
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( |
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$ |
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$ |
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$ |
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Basic and fully diluted weighted average number of shares |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Statements of Stockholders’ Equity (Deficiency)
(Unaudited)
For the nine months ended March 31, 2024
(In thousands)
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Number |
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Common |
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Additional |
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Accumulated |
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Preferred |
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Accumulated |
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Total stockholders' |
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Balance - June 30, 2023 |
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( |
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Issuance of shares on vesting of restricted stock units |
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— |
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— |
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— |
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— |
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— |
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— |
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Conversion of Series C Preferred stock to common stock |
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— |
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— |
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( |
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— |
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— |
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Stock option expense |
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— |
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— |
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— |
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— |
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— |
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Restricted stock unit expense |
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— |
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— |
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— |
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— |
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— |
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Series A Preferred cash dividend |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Series C Preferred stock dividend |
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— |
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— |
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— |
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( |
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— |
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Loss for the period |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance - September 30, 2023 |
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( |
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Issuance of shares pursuant to equity line - net of issue costs |
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— |
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— |
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— |
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— |
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Issuance of shares pursuant to ATM - net of issue costs |
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— |
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— |
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— |
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Conversion of Series C Preferred stock to common stock |
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— |
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— |
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( |
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— |
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— |
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Stock option expense |
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— |
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— |
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— |
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— |
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— |
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Restricted stock unit expense |
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— |
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— |
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— |
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— |
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— |
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Series A Preferred cash dividend |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Loss for the period |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance - December 31, 2023 |
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( |
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( |
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Issuance of shares pursuant to ATM - net of issue costs |
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— |
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— |
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— |
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Stock option expense |
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— |
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— |
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— |
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— |
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— |
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Restricted stock unit expense |
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— |
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— |
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— |
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— |
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— |
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Series A Preferred cash dividend |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Loss for the period |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance - March 31, 2024 |
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( |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Statements of Stockholders’ Equity
(Unaudited)
For the nine months ended March 31, 2023
(In thousands)
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Number |
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Common |
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Additional |
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Accumulated |
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Preferred |
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Accumulated |
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Total stockholders' |
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Balance - June 30, 2022 |
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( |
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Issuance of shares - net of issue costs |
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— |
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— |
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— |
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Stock option expense |
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— |
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— |
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— |
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— |
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— |
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Series A Preferred cash dividend |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Series C Preferred stock dividend |
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— |
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— |
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( |
) |
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— |
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Loss for the period |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance - September 30, 2022 |
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( |
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Conversion of Series C Preferred stock to common stock |
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— |
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— |
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( |
) |
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— |
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— |
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Additional shares issued on reverse stock split |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock option expense |
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— |
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— |
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— |
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— |
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— |
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Series A Preferred cash dividend |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Loss for the period |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance - December 31, 2022 |
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( |
) |
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Conversion of Series C Preferred stock to common stock |
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— |
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— |
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( |
) |
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— |
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— |
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Issuance of shares for services |
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— |
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— |
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— |
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— |
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Stock option expense |
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— |
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— |
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— |
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— |
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— |
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Restricted stock unit expense |
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— |
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— |
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— |
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— |
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— |
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Series A Preferred cash dividend |
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— |
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— |
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— |
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— |
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— |
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( |
) |
|
|
( |
) |
Loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance - March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
|
|
|
Nine months ended |
|
||||||
|
|
|
|
|
2024 |
|
|
2023 |
|
|||
|
|
Note |
|
|
$ |
|
|
$ |
|
|||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|||
Loss for the period |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
|
|
|
|||
Amortization of clinical trial deposit |
|
|
3 |
|
|
|
— |
|
|
|
|
|
Depreciation of property and equipment |
|
|
5 |
|
|
|
|
|
|
|
||
Change in fair value of milestone liability |
|
|
|
|
|
|
|
|
|
|||
Stock option expense |
|
|
7 |
|
|
|
|
|
|
|
||
Restricted stock unit expense |
|
|
7 |
|
|
|
|
|
|
|
||
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses, taxes and other receivables |
|
|
|
|
|
|
|
|
|
|||
Clinical trial deposit |
|
|
|
|
|
|
|
|
( |
) |
||
Accounts payable and accrued liabilities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Related party payables |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net cash used in operating activities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|||
Purchase of equipment |
|
|
5 |
|
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|||
Net proceeds from the issuance of shares - equity line |
|
|
7 |
|
|
|
|
|
|
|
||
Net proceeds from the issuance of shares - ATM |
|
|
7 |
|
|
|
|
|
|
— |
|
|
Series A Preferred cash dividend |
|
|
6 |
|
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
|
|
|
|||
Decrease in cash and cash equivalents |
|
|
|
|
|
|
|
|
( |
) |
||
Cash and cash equivalents – beginning of period |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents – end of period |
|
|
|
|
|
|
|
|
|
|||
Supplementary information (note 8) |
|
|
|
|
|
|
|
|
|
|||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
6
Kintara Therapeutics, Inc.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited)
March 31, 2024
(expressed in US dollars and in thousands, except par value and per share amounts, unless otherwise noted)
1 Nature of operations, corporate history, and going concern and management plans
Nature of operations
Kintara Therapeutics, Inc. (the “Company”) is a clinical-stage drug development company with a focus on the development of novel cancer therapies for patients with unmet medical needs. The Company is developing one late-stage therapeutic - REM-001 for cutaneous metastatic breast cancer (“CMBC”). In order to accelerate the Company’s development timelines, it leverages existing preclinical and clinical data from a wide range of sources. The Company may seek marketing partnerships in order to potentially offset clinical costs and to generate future royalty revenue from approved indications of its current and future product candidates.
Corporate history
The Company is a Nevada corporation formed on June 24, 2009, under the name Berry Only, Inc. On January 25, 2013, the Company entered into and closed an exchange agreement (the “Exchange Agreement”), with Del Mar Pharmaceuticals (BC) Ltd. (“Del Mar (BC)”), 0959454 B.C. Ltd. (“Callco”), and 0959456 B.C. Ltd. (“Exchangeco”) and the security holders of Del Mar (BC). Upon completion of the Exchange Agreement, Del Mar (BC) became a wholly-owned subsidiary of the Company (the “Reverse Acquisition”).
On August 19, 2020, the Company completed its merger with Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (“Adgero”) in which Adgero continued its existence under Delaware law and became a direct, wholly-owned subsidiary of the Company. Following the completion of the merger, the Company changed its name from DelMar Pharmaceuticals, Inc. to Kintara Therapeutics, Inc. and began trading on The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “KTRA”.
Kintara Therapeutics, Inc. is the parent company of Del Mar (BC), a British Columbia, Canada corporation and Adgero which are clinical-stage companies with a focus on the development of drugs for the treatment of cancer. The Company is also the parent company to Callco and Exchangeco which are British Columbia, Canada corporations. Callco and Exchangeco were formed to facilitate the Reverse Acquisition. In connection with the Adgero merger, the Company also became the parent company of Adgero Biopharmaceuticals, Inc. (“Adgero Bio”), formerly a wholly-owned subsidiary of Adgero.
References to the Company refer to the Company and its wholly-owned subsidiaries.
Going concern and management plans
These condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Company will continue its operations for the foreseeable future and contemplates the realization of assets and the settlement of liabilities in the normal course of business.
For the nine months ended March 31, 2024, the Company reported a loss of $
These circumstances indicate substantial doubt exists about the Company’s ability to continue as a going concern within
On April 2, 2024, the Company entered into a merger agreement with TuHURA Biosciences, Inc. (Note 10).
Consequently, management is pursuing various financing alternatives to fund the Company’s operations so it can continue as a going concern. Management plans to continue to pursue opportunities to secure the necessary financing through the issue of new
7
equity, including debt, entering into strategic partnership arrangements, and/or pursuing additional strategic transactions in the event the Company does not receive stockholder approval for the proposed merger transaction or the merger is not otherwise consummated. However, the Company’s ability to raise additional capital could be affected by various risks and uncertainties including, but not limited to, global unrest. The Company may not be able to raise sufficient additional capital and may need to tailor its drug candidate development programs based on the amount of funding the Company is able to raise in the future. Nevertheless, there is no assurance that these initiatives will be successful.
These condensed consolidated interim financial statements do not give effect to any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
2 Significant accounting policies
Reverse stock split
On November 10, 2022, the Company filed a Certificate of Change to the Company’s Articles of Incorporation, as amended, in order to effectuate a 1:
Basis of presentation
The condensed consolidated interim financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and are presented in United States dollars. The functional currency of the Company and each of its subsidiaries is the United States dollar.
The accompanying condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Adgero, Adgero Bio, Del Mar (BC), Callco, and Exchangeco. All intercompany balances and transactions have been eliminated in consolidation.
The principal accounting policies applied in the preparation of these condensed consolidated interim financial statements are set out below and have been consistently applied to all periods presented.
Unaudited interim financial data
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the June 30, 2023, audited consolidated financial statements of the Company included in the Company’s Form 10-K filed with the SEC on September 18, 2023. In the opinion of management, the unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation. The results for nine months ended March 31, 2024, are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2024, or for any other future annual or interim period.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets, liabilities, expenses, contingent assets, and contingent liabilities as at the end of, or during, the reporting period. Actual results could significantly differ from those estimates. Significant areas requiring management to make estimates include the valuation of equity instruments issued for services, milestone payment liability, and clinical trial accruals. Further details of the nature of these assumptions and conditions may be found in the relevant notes to these condensed consolidated interim financial statements.
8
Loss per share
Income or loss per share is calculated based on the weighted average number of common shares outstanding. For the nine-month periods ended March 31, 2024, and 2023, diluted loss per share does not differ from basic loss per share since the effect of the Company’s warrants, stock options, restricted stock units, and convertible preferred shares is anti-dilutive. As of March 31, 2024, potential common shares of
Government assistance
Government grants, including grants from similar bodies, are recognized when there is reasonable assurance that the Company has met the requirements of the approved grant program and there is reasonable assurance that the grant will be received. Grants that compensate the Company for expenses incurred are recognized in income or loss in reduction thereof in the same period in which the expenses are recognized. The Company uses a net presentation basis whereby the grant offsets the research and development expenses as it is being recovered under the grant program.
Recently issued accounting standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated interim financial statements.
3 Clinical trial deposit
In October 2020, the Company announced that it had entered into a final agreement with a contract research organization (“CRO”) for the management of the Company’s registrational study of VAL-083 for glioblastoma. Under the agreement, the Company supplied the drug for the study and the CRO managed all operational aspects of the study including site activation and patient enrollment. The Company was required to make certain payments under the agreement related to patient enrollment milestones. For the three and nine months ended March 31, 2024, the Company has recognized a recovery of $
On October 31, 2023, the Company announced that preliminary topline results from this registrational study for VAL-083 did not perform better than the current standards of care in glioblastoma. As a result, the Company announced that it has terminated the development of VAL-083. In the nine months ended March 31, 2024, the remaining deposit of $
In the nine months ended March 31, 2024, the Company recorded $
4 Clinical trials grant
Effective July 1, 2023, the Company was awarded a $
The grant is subject to various performance conditions and funding risk where the financial conditions of the NIH may change from time to time. The Company recognizes the grant only to the extent there is reasonable assurance the grant will be funded to the Company.
9
5 Property and equipment, net
|
|
$ |
|
|
Balance, June 30, 2023 |
|
|
|
|
Additions |
|
|
|
|
Depreciation |
|
|
( |
) |
Balance, March 31, 2024 |
|
|
|
|
At March 31, 2024, the total capitalized cost of property and equipment was $
6 Related party transactions
Valent Technologies, LLC Agreements
On November 20, 2023, Dr. Brown was terminated from his position as the Company’s Chief Scientific Officer as a result of cost-cutting measures adopted by the Company; he remains a consultant to the Company. Dr. Brown is a principal of Valent Technologies, LLC (“Valent”) and as a result Valent is a related party to the Company.
On September 12, 2010, the Company entered into a Patent Assignment Agreement (the “Valent Assignment Agreement”) with Valent pursuant to which Valent transferred to the Company all its right, title and interest in, and to, the patents for VAL-083 owned by Valent. The Company now owns all rights and title to VAL-083 and is responsible for further development and commercialization. In accordance with the terms of the Valent Assignment Agreement, Valent is entitled to receive a future royalty on all revenues derived from the development and commercialization of VAL-083. In the event that the Company terminates the agreement, the Company may be entitled to receive royalties from Valent’s subsequent development of VAL-083 depending on the development milestones the Company has achieved prior to the termination of the Valent Assignment Agreement.
On September 30, 2014, the Company entered into an exchange agreement (the “Valent Exchange Agreement”) with Valent and Del Mar (BC). Pursuant to the Valent Exchange Agreement, Valent exchanged its loan payable in the outstanding amount of $
On February 13, 2024, the Company sent an Opt-Out Notice to Valent under the Valent Assignment Agreement whereby the Company assigned all rights, title and interest in and to the patents for VAL-083 to Valent. As a result, the Company granted Valent a non-exclusive, fully-paid, royalty-free, perpetual, worldwide and non-transferable license, subject to limited exceptions. The Company is entitled to receive royalties from Valent’s subsequent commercialization of VAL-083 equal to
Related party payables
As of March 31, 2024, there is an aggregate amount of $
7 Stockholders’ equity
Preferred stock
Series C Preferred Stock
|
|
Series C Preferred Stock |
|
|||||
|
|
Number |
|
|
$ |
|
||
Balance – June 30, 2023 |
|
|
|
|
|
|
||
Conversion of Series C Preferred stock to common stock |
|
|
( |
) |
|
|
( |
) |
Balance – March 31, 2024 |
|
|
|
|
|
|
||
10
In August 2020, the Company issued
The Series C Preferred Stock dividends do not require declaration by the board of directors and are accrued annually as of the date the dividend is earned in an amount equal to the fair value of the Company’s common stock on the dates the respective dividends are paid. The fair value of the Series C Preferred Stock dividend paid on August 19, 2023, was determined by multiplying the dividends paid of
The Series C Preferred Stock shall with respect to distributions of assets and rights upon the occurrence of a liquidation, rank (i) senior to the Company’s common stock and (ii) senior to any other class or series of capital stock of the Company hereafter created which does not expressly rank pari passu with, or senior to, the Series C Preferred Stock. The Series C Preferred Stock is pari passu in liquidation to the Company’s Series A Preferred Stock. The liquidation value of the Series C Preferred Stock at March 31, 2024, is the stated value of $
The Company’s Series C Preferred Stock outstanding, conversion shares, and aggregate dividends as of March 31, 2024, are as follows:
Series |
|
Number |
|
|
Conversion |
|
|
Number of |
|
|
Dividend Shares (in thousands) |
|
||||
Series 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series 2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series 3 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series C Dividends |
|
Dividend Shares |
|
|
10% - August 19, 2021 (actual) |
|
|
|
|
15% - August 19, 2022 (actual) |
|
|
|
|
20% - August 19, 2023 (actual) |
|
|
|
|
25% - August 19, 2024 (estimated) |
|
|
|
|
|
|
|
|
|
Series A Preferred Stock
Effective September 30, 2014, the Company filed a Certificate of Designation of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of Nevada. Pursuant to the Series A Certificate of Designation, the Company designated
11
The Series A Preferred Stock shall with respect to distributions of assets and rights upon the occurrence of a liquidation, rank (i) senior to the Company’s common stock, and (ii) senior to any other class or series of capital stock of the Company hereafter created which does not expressly rank pari passu with, or senior to, the Series A Preferred Stock. The Series A Preferred Stock is pari passu in liquidation to the Company’s Series C Preferred Stock. The liquidation value of the Series A Preferred stock at March 31, 2024, is its stated value of $
There was
Common stock
Common stock issuances during the nine months ended March 31, 2024
On September 19, 2023, the Company entered into a Sales Agreement, (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of common stock having an aggregate offering price of up to $
Sales of the shares of common stock made under the ATM Facility may be made in negotiated transactions, or by any method permitted by law that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market or sales made to or through a market maker other than on an exchange. Pursuant to the Sales Agreement, the Company has the right, in its sole discretion, to present the Agent with a placement notice directing the Agent to purchase a number of shares of common stock under the ATM Facility, subject to the terms and conditions of the Sales Agreement. The purchase price per share under the ATM Facility will be based on market prices of the common stock on the applicable purchase date for such purchases. The Agent is entitled to a commission rate of
During the nine months ended March 31, 2024, the Company sold
During the nine months ended March 31, 2024, the Company issued
Common stock issuances during the nine months ended March 31, 2023
On August 2, 2022, the Company entered into a stock purchase agreement, dated as of August 2, 2022, (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to a maximum of $
Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, to present Lincoln Park with a purchase notice directing Lincoln Park to purchase up to
If the Company directs Lincoln Park to purchase the maximum number of shares of common stock that the Company may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may direct Lincoln Park to purchase additional shares of common stock in an “accelerated purchase” (each, an “Accelerated Purchase”) and an “additional accelerated purchase” (each, an “Additional Accelerated Purchase”) (including multiple Additional Accelerated Purchases on the same trading day) as provided in the Purchase Agreement. The purchase price per share for each Accelerated Purchase and Additional Accelerated Purchase will be based on market prices of the common stock on the applicable purchase date for such Accelerated Purchases and such Additional Accelerated Purchases.
12
During the nine months ended March 31, 2024, the Company received stockholder approval to issue
During the nine months ended March 31, 2023, the Company sold
2017 Omnibus Incentive Plan
As subsequently approved by the Company’s stockholders at an annual meeting of stockholders, on April 11, 2018, the Company’s board of directors approved the adoption of the Company’s 2017 Omnibus Equity Incentive Plan (the “2017 Plan”), as amended. The board of directors also approved a form of Performance Stock Unit Award Agreement to be used in connection with grants of performance stock units (“PSUs”) as well as a Restricted Stock Unit ("RSU") award under the 2017 Plan. As approved by the Company’s stockholders on June 21, 2022, the number of common shares available under the 2017 Plan as of March 31, 2024, is
The following table sets forth the aggregate information on all equity compensation plans as of March 31, 2024:
Plan (in thousands, except per share amounts) |
|
Number of shares of common stock to be issued upon exercise of outstanding stock options and rights |
|
|
Weighted-average exercise price of stock options and rights |
|
|
Number of shares of common stock remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2) |
|
|||
Equity compensation plans approved by security holders - 2017 Plan(1) |
|
|
|
|
|
|
|
|
|
|||
Equity compensation plans not approved by security holders - Del Mar (BC) 2013 Amended and Restated Stock Option Plan |
|
|
|
|
|
|
|
|
— |
|
||
Totals |
|
|
|
|
|
|
|
|
|
|||
(1) The Del Mar (BC) 2013 Amended and Restated Stock Option Plan refers to the Company’s previous equity compensation plan.
(2) The balance of
The maximum number of shares of Company common stock with respect to which any one participant may be granted awards during any calendar year is
Stock options
During the nine months ended March 31, 2024, a total of
13
The following table sets forth changes in stock options outstanding under all plans:
|
|
Number of |
|
|
Weighted |
|
||
Balance – June 30, 2023 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Expired |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Balance – March 31, 2024 |
|
|
|
|
|
|
||
The following table summarizes stock options outstanding and exercisable under all plans at March 31, 2024:
Exercise price |
|
Number |
|
Weighted |
|
Number |
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
|
|
Stock options granted during the nine months ended March 31, 2024, have been valued using a Black-Scholes pricing model with the following assumptions:
|
|
March 31, 2024 |
|
|
|
Dividend rate |
|
|
— |
|
% |
Estimated volatility |
|
|
|
% |
|
Risk-free interest rate |
|
|
|
% |
|
Expected term – years |
|
|
|
|
|
The estimated volatility of the Company’s common stock at the date of issuance of the stock options is based on the historical volatility of the Company. The risk-free interest rate is based on rates published by the government for bonds with a maturity similar to the expected remaining term of the stock options at the valuation date. The expected term of the stock options has been estimated using the plain vanilla method.
The Company has recognized the following amounts as stock option expense for the periods noted (in thousands):
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
All of the stock option expense for the periods ended March 31, 2024, and 2023, has been recognized as additional paid in capital. The aggregate intrinsic value of stock options outstanding as well as stock options exercisable was
14
The following table sets forth changes in unvested stock options under all plans:
|
|
Number of |
|
|
Weighted |
|
||
Unvested at June 30, 2023 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested at March 31, 2024 |
|
|
|
|
|
|
||
The aggregate intrinsic value of unvested stock options at March 31, 2024, was
Restricted stock units
During the nine months ended March 31, 2024, the Company recognized a total of $
|
|
Number of |
|
|
Balance – June 30, 2023 |
|
|
|
|
Issuance of restricted stock units |
|
|
|
|
Vesting of restricted stock units |
|
|
( |
) |
Forfeiture of restricted stock units |
|
|
( |
) |
Balance – March 31, 2024 |
|
|
|
|
Common stock warrants
The following table sets forth changes in outstanding common stock warrants:
|
|
Number of |
|
|
Weighted |
|
||
Balance – June 30, 2023 |
|
|
|
|
|
|
||
Expiry of warrants issued for services |
|
|
( |
) |
|
|
|
|
Balance – March 31, 2024 |
|
|
|
|
|
|
||
The following table summarizes the Company’s outstanding common stock warrants as of March 31, 2024:
Description of warrants |
|
Number |
|
|
Exercise |
|
|
Expiry date |
||
|
|
|
|
|
|
|
|
|
||
2022 April Investor warrants |
|
|
|
|
|
|
|
|||
2022 Investor warrants |
|
|
|
|
|
|
|
|||
2020 Investor warrants |
|
|
|
|
|
|
|
|||
2019 Investor warrants |
|
|
|
|
|
|
|
|||
NBTS Warrants |
|
|
|
|
|
|
|
|||
2022 April Agent warrants |
|
|
|
|
|
|
|
|||
2022 Agent warrants |
|
|
|
|
|
|
|
|||
2019 Agent warrants |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||
15
Series C Preferred Stock warrants
In connection with the Series C Preferred Stock private placement, the Company issued
The following table sets forth changes in outstanding Series C Agent Warrants:
|
|
Balance |
|
|
Number of |
|
|
Number of |
|
|
Balance, |
|
|
Conversion |
|
|||||
Preferred Series C-1 Agent Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Series C-2 Agent Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Series C-3 Agent Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The following table summarizes the Company’s outstanding Series C Agent Warrants as of March 31, 2024:
Series C Agent Warrants |
|
Number |
|
|
Conversion |
|
|
Number of |
|
|
Cumulative |
|
||||
Series 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series 2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series 3 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
8 Supplementary statement of cash flows information
The Company incurred the following non-cash investing and financing transactions (in thousands):
|
|
Nine months ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Series C Preferred Stock common stock dividend (note 7) |
|
|
|
|
|
|
||
Non-cash issue costs (note 7) |
|
|
— |
|
|
|
|
|
Equipment additions reclassified from prepaid expenses |
|
|
— |
|
|
|
|
|
Income taxes paid |
|
|
— |
|
|
|
— |
|
Interest paid |
|
|
— |
|
|
|
— |
|
9 Financial instruments
The Company's financial instruments are measured at fair value as determined by using the fair value hierarchy for inputs that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. The three levels of inputs that may be used to measure fair value are as follows:
Level one - inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level two - inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and
Level three - unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
16
Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.
|
|
March 31, 2024 |
|
|||||||||
Liability |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Milestone payment liability |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
$ |
|
|
Balance – June 30, 2023 |
|
|
|
|
Change in fair value estimate |
|
|
|
|
Balance – March 31, 2024 |
|
|
|
|
The Company’s financial instruments consist of cash and cash equivalents, other receivables, accounts payable, and related party payables. The carrying values of cash and cash equivalents, other receivables, accounts payable and related party payables approximate their fair values due to the immediate or short-term maturity of these financial instruments.
10 Subsequent events
The Company has evaluated its subsequent events from March 31, 2024, through the date these condensed consolidated interim financial statements were issued and has determined that there are no subsequent events requiring disclosure in these condensed consolidated interim financial statements other than the items noted below.
Merger with TuHURA Biosciences, Inc.
On April 2, 2024, the Company, Kayak Mergeco, Inc., a wholly-owned subsidiary of Kintara incorporated in the State of Delaware (“Merger Sub”), and TuHURA Biosciences, Inc., a Delaware corporation (“TuHURA”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into TuHURA, with TuHURA surviving the merger and becoming a direct, wholly-owned subsidiary of the Company (the “Merger”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each then-outstanding share of TuHURA common stock, par value $
Under the terms of the Merger Agreement, on a pro forma basis, post-merger Company stockholders are expected to collectively own approximately
The transaction is expected to close in the third calendar quarter of 2024 and remains subject to stockholder and regulatory approval.
Termination Fees Payable by Kintara
If the Merger Agreement is terminated by either Kintara or TuHURA under certain circumstances, Kintara must pay TuHURA a termination fee of $
If TuHURA terminates the Merger Agreement under certain circumstances, Kintara must reimburse TuHURA for expenses incurred by TuHURA in connection with the Merger Agreement and the transactions contemplated thereby, up to a maximum of $
17
Compensation Matters
On April 2, 2024, the Board approved a one-time special bonus to Mr. Hoffman in the amount of $
On April 2, 2024, the Board agreed to (i) resume payment of fees earned by non-employee directors for serving on the Board and (ii) pay an aggregate of $
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Management’s Discussion and Analysis (“MD&A”) contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent our projections, estimates, expectations, or beliefs concerning, among other things, financial items that relate to management’s future plans or objectives or to our future economic and financial performance. In some cases, you can identify these statements by terminology such as “may,” “should,” “plans,” “believe,” “will,” “anticipate,” “estimate,” “expect,” “project,” or “intend,” including their opposites or similar phrases or expressions. You should be aware that these statements are projections or estimates as to future events and are subject to a number of factors that may tend to influence the accuracy of the statements. These forward-looking statements should not be regarded as a representation by us or any other person that our events or plans will be achieved. You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. Except as may be required under applicable securities laws, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this report or to reflect the occurrence of unanticipated events.
You should review the factors and risks we describe under “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2023, and in our other filings with the Securities and Exchange Commission (the “SEC”), available at www.sec.gov. Actual results may differ materially from any forward-looking statement.
All amounts are expressed in US dollars and in thousands, except par value and per share amounts, unless otherwise noted.
Background
Kintara Therapeutics, Inc. is a clinical stage, biopharmaceutical company focused on the development and commercialization of new cancer therapies.
We are the parent company of Del Mar (BC), a British Columbia, Canada corporation, and Adgero Biopharmaceuticals Holdings, Inc., a Delaware Corporation (“Adgero”). We are also the parent company to 0959454 B.C. Ltd. (“Callco”) and 0959456 B.C. Ltd. (“Exchangeco”), which are British Columbia, Canada corporations. Callco and Exchangeco were formed to facilitate the Reverse Acquisition that occurred in 2013.
References to “we,” “us,” and “our,” refer to Kintara and our wholly-owned subsidiaries, Del Mar Pharmaceuticals (BC) Ltd. (“Del Mar (BC)”), Adgero, Adgero Biopharmaceuticals, Inc. (“Adgero Bio”), Callco, and Exchangeco.
We are dedicated to the development of novel cancer therapies for patients with unmet medical needs. Our mission is to benefit patients by developing and commercializing anti-cancer therapies for patients whose solid tumors exhibit features that make them resistant to, or unlikely to respond to, currently available therapies, with particular focus on orphan cancer indications.
Our lead candidate is REM-001, a late-stage photodynamic therapy (“PDT”) for the treatment of cutaneous metastatic breast cancer (“CMBC”). PDT is a treatment that uses light sensitive compounds, or photosensitizers, that, when exposed to specific wavelengths of light, act as a catalyst to produce a form of reactive oxygen that induces local tumor cell death.
Recent Events
19
Upcoming Clinical Milestones
Effective July 1, 2023, we were awarded a $2,000 grant from the National Institutes of Health (“NIH”) to be received over a two-year period as expenses are incurred. The grant from the NIH will fund the majority of expenses related to the REM-001 CMBC 15-patient clinical study (the “REM-001 Study”). As a result of receiving the NIH grant, we re-initiated our REM-001 program and have opened enrollment at Memorial Sloan Kettering Cancer Center, where we have initiated treatment in a total of 2 patients as of May 14, 2024. We expect to complete enrollment of patients in the REM-001 Study in the third calendar quarter of 2024.
REM-001
Background
Through REM-001, we are developing our photodynamic therapy (“PDT”) for the treatment of rare, unmet medical needs. PDT is a treatment that uses light sensitive compounds, or photosensitizers, that, when exposed to specific wavelengths of light, act as catalysts to produce a form of oxygen that induces local tumor cell death. REM-001 consists of three parts: the laser light source, the light delivery device, and the REM-001 drug product (collectively, the “REM-001 Therapy”). REM-001 consists of an active pharmaceutical ingredient (“API”) in a lipid formulation. The REM-001 API is SnET2 (“tin ethyl etiopurpurin”) which is a second-generation PDT photosensitizer agent. We believe REM-001 possesses multiple advantages over earlier generation PDT compounds.
Our lead indication for REM-001 is CMBC which is a disease that may strike individuals with advanced breast cancer and for which effective treatment options are limited. In four Phase 2 and/or Phase 3 clinical studies in CMBC patients, primarily targeting patients who had previously received chemotherapy and failed radiation therapy, REM-001 Therapy was able to reduce, or eliminate, a substantial number of the treated CMBC tumors. Specifically, our analysis of the data collected from these studies indicates that in approximately 80% of evaluable tumor sites treated with REM-001 Therapy, there was a complete response; meaning that follow-up clinical assessments indicated no visible evidence of the tumor remaining. We believe clinical data indicates that REM-001 Therapy holds promise as a treatment to locally eliminate, or slow the growth of, treated cutaneous cancerous tumors in this difficult-to-treat patient population.
Numerous approaches have been utilized to treat CMBC patients, including various forms of chemotherapy, radiation therapy, surgical excision, hyperthermia, cryotherapy, electro-chemotherapy, topical drugs, and intra-lesional chemotherapy injections. However, for the most part, we believe that these therapies are often inadequate given the limited efficacy, toxicities and/or side effects of each. We believe our REM-001 Therapy has several advantages for this indication: it can be highly directed to the tumor site, has minimal systemic effects or normal tissue toxicities, can be used in conjunction with other therapies, and can be periodically repeated.
Our REM-001 Therapy product consists of three parts: the DD series laser light source (or equivalent), the ML2-0400 light delivery device (or equivalent) and the drug REM-001. In use, REM-001 is first administered by intravenous infusion and allowed to distribute within the body and be taken up by the tumors. Tumors are then illuminated with light using the light delivery device, which is attached to the laser light source, so that the accumulated REM-001 can be activated for the desired clinical effect.
As a result of our review of the historical data, we submitted questions to the U.S. Food and Drug Administration (“FDA”) under a Type C format to review the technology and results and determine the anticipated requirements for regulatory approval. On March 3, 2017, we received the FDA’s written response to these questions. Based on that response, we have successfully
20
manufactured REM-001 and developed light delivery devices for our planned 15-patient Phase 2 study. We received a Study May Proceed letter from the FDA for our 15-patient study on August 9, 2022.
On October 19, 2022, we announced that the REM-001 program in CMBC was paused to conserve cash which will be used to support the funding of the GBM AGILE Study. Effective July 1, 2023, we were awarded a two-year $2,000 Small Business Innovation Research grant from the National Institutes of Health to support the clinical development of REM-001 for the treatment of CMBC. The grant will be received in tranches of approximately $1,250 for the period July 1, 2023, to June 30, 2024, and approximately $750 for the period July 1, 2024, to June 30, 2025. As a result of receiving the grant, we re-initiated our REM-001 program and have opened enrollment at Memorial Sloan Kettering Cancer Center, where we have initiated treatment in a total of 2 patients as of May 14, 2024. We expect to complete enrollment of patients in the REM-001 Study in the third calendar quarter of 2024.
REM-001 Regulatory Filings
On August 9, 2022, we announced that we received a Study May Proceed letter from the FDA to begin our 15-patient study evaluating REM-001 PDT for the treatment of CMBC. The FDA has granted us Fast Track Designation (“FTD”) for REM-001 in CMBC.
VAL-083
On October 31, 2023, we announced preliminary topline results for VAL-083 from the GBM AGILE study. VAL-083 did not perform better than the current standards of care in glioblastoma and the preliminary safety data was similar to that of the current standards of care used to treat glioblastoma. As a result, we terminated the development of VAL-083. On February 13, 2024, we sent an Opt-Out Notice to Valent under the Valent Assignment Agreement whereby we assigned all rights, title, and interest in and to the patents for VAL-083 to Valent. As a result, we granted Valent a non-exclusive, fully-paid, royalty-free, perpetual, worldwide and non-transferable license, subject to limited exceptions. We are entitled to receive royalties from Valent’s subsequent commercialization of VAL-083 equal to 5% of Valent Net Sales (as defined in the Valent Assignment Agreement).
Merger Agreement
On April 2, 2024, we entered into the Merger Agreement with Merger Sub and TuHURA pursuant to which Merger Sub will merge with and into TuHURA, with TuHURA surviving the Merger and becoming our direct, wholly-owned subsidiary. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each then-outstanding share of TuHURA common stock, par value $0.001 per share (the “TuHURA Common Stock”) (other than any shares held in treasury and Dissenting Shares (as defined in the Merger Agreement)) will be converted into shares of our common stock equal to the Exchange Ratio, as such term is defined in the Merger Agreement, (ii) each then-outstanding TuHURA stock option will be assumed and converted into an option to purchase shares of our common stock, subject to certain adjustments as set forth in the Merger Agreement, and (iii) each then-outstanding warrant to purchase shares of TuHURA Common Stock (the “TuHURA Warrants”) will be assumed and converted into and exchangeable for a warrant of like tenor entitling the holder to purchase shares of our common stock, subject to certain adjustments as set forth in the Merger Agreement. In addition to the foregoing, the Merger Agreement provides that, at the closing of the Merger, our corporate name will be changed to “TuHURA Biosciences, Inc.” Our existing stockholders will receive contingent value rights (“CVR”), entitling them to receive shares of our common stock upon achievement of enrollment of a minimum of 10 patients in the REM-001 Study, with such patients each completing 8 weeks of follow-up on or before December 31, 2025.
Under the terms of the Merger Agreement, on a pro forma basis, our stockholders are expected to collectively own approximately 2.85%, or approximately 5.45% including the shares underlying the CVR, of the common stock of the post-merger combined company on a pro forma fully diluted basis. TuHURA stockholders are expected to collectively own approximately 97.15%, or 94.55% assuming the distribution of the CVR shares, of the common stock of the combined company on a pro forma fully diluted basis.
The transaction is expected to close in the third calendar quarter of 2024 and remains subject to stockholder and regulatory approval.
Compensation Matters
On April 2, 2024, the Board approved a one-time special bonus to Mr. Hoffman in the amount of $327 for his service as the our Chief Executive Officer.
On April 2, 2024, the Board agreed to (i) resume payment of fees earned by non-employee directors for serving on the Board and (ii) pay an aggregate of $93 in accrued fees to such directors.
Corporate History
21
We are a Nevada corporation formed on June 24, 2009, under the name Berry Only Inc. On January 25, 2013, we entered into and closed an exchange agreement (the “Exchange Agreement”), with Del Mar (BC), Callco, and Exchangeco and the security holders of Del Mar (BC). Upon completion of the Exchange Agreement, Del Mar (BC) became a wholly-owned subsidiary of ours (the “Reverse Acquisition”).
On August 19, 2020, we acquired Adgero and changed our name from DelMar Pharmaceuticals, Inc. to Kintara Therapeutics, Inc. We are the parent company to the following entities:
Del Mar (BC), a British Columbia, Canada corporation incorporated on April 6, 2010, which is a clinical stage company with a focus on the development of drugs for the treatment of cancer;
Adgero, a Delaware corporation incorporated on October 26, 2015, which is a clinical stage company with a focus on the development of photodynamic therapy for the treatment of rare, unmet medical needs, specifically orphan cancer indications;
Adgero Biopharmaceuticals, Inc. a Delaware corporation incorporated on November 16, 2007; and
Callco and Exchangeco which are British Columbia, Canada corporations. Callco and Exchangeco were formed to facilitate the Reverse Acquisition.
Outstanding Securities
As of May 14, 2024, we had 55,305 shares of common stock issued and outstanding, outstanding warrants to purchase 693 shares of common stock, warrants to purchase 2,444 shares of our Series C Preferred Stock that upon exercise are convertible into 42 shares of common stock, outstanding stock options to purchase 222 shares of common stock, 66 restricted stock units, and 13,668 outstanding shares Series C Preferred Stock that are convertible into 235 shares of common stock. All common stock warrants, stock options, and restricted stock units are convertible, or exercisable into, one share of common stock. The Series C Preferred Stock (issued in three series) is convertible into shares of common stock at $58.00 per share (Series C-1), $60.70 per share (Series C-2) or $57.50 per share (Series C-3), respectively. The Series C Preferred stock purchase warrants are convertible into Series C Preferred Stock at $1,000 per share for either Series C-1, Series C-2, or Series C-3 Preferred Stock, as applicable.
Selected Quarterly Information
The financial information reported herein has been prepared in accordance with accounting principles generally accepted in the United States. Our functional currency at March 31, 2024, and June 30, 2023, is the US$. The following tables represent selected financial information for us for the periods presented.
Selected Balance Sheet Data
|
|
March 31, |
|
|
June 30, |
|
||
|
|
(in thousands) |
|
|||||
Cash and cash equivalents |
|
|
6,351 |
|
|
|
1,535 |
|
Working capital |
|
|
5,414 |
|
|
|
188 |
|
Total assets |
|
|
7,446 |
|
|
|
3,979 |
|
Total stockholders’ equity |
|
|
5,922 |
|
|
|
731 |
|
22
Selected Statement of Operations Data
For the three months ended
|
|
March 31, |
|
|
March 31, |
|
||
|
|
$ |
|
|
$ |
|
||
|
|
(in thousands, except per share data) |
|
|||||
Expenses |
|
|
|
|
|
|
||
Research and development |
|
|
592 |
|
|
|
2,005 |
|
General and administrative |
|
|
1,493 |
|
|
|
1,297 |
|
|
|
|
(2,085 |
) |
|
|
(3,302 |
) |
Other income (loss) |
|
|
|
|
|
|
||
Foreign exchange |
|
|
— |
|
|
|
(1 |
) |
Interest, net |
|
|
74 |
|
|
|
39 |
|
|
|
|
74 |
|
|
|
38 |
|
Net loss for the period |
|
|
(2,011 |
) |
|
|
(3,264 |
) |
Series A Preferred cash dividend |
|
|
(2 |
) |
|
|
(2 |
) |
Net loss for the period attributable to common stockholders |
|
|
(2,013 |
) |
|
|
(3,266 |
) |
Basic and fully diluted weighted average number of shares |
|
|
44,562 |
|
|
|
1,681 |
|
Basic and fully diluted loss per share |
|
|
(0.05 |
) |
|
|
(1.94 |
) |
For the nine months ended
|
|
March 31, |
|
|
March 31, |
|
||
|
|
$ |
|
|
$ |
|
||
|
|
(in thousands, except per share data) |
|
|||||
Expenses |
|
|
|
|
|
|
||
Research and development |
|
|
2,562 |
|
|
|
7,235 |
|
General and administrative |
|
|
3,504 |
|
|
|
4,212 |
|
|
|
|
(6,066 |
) |
|
|
(11,447 |
) |
Other income |
|
|
|
|
|
|
||
Foreign exchange |
|
|
(8 |
) |
|
|
10 |
|
Interest, net |
|
|
78 |
|
|
|
123 |
|
|
|
|
70 |
|
|
|
133 |
|
Net loss for the period |
|
|
(5,996 |
) |
|
|
(11,314 |
) |
Series A Preferred cash dividend |
|
|
(6 |
) |
|
|
(6 |
) |
Series C Preferred stock dividend |
|
|
(173 |
) |
|
|
(362 |
) |
Net loss for the period attributable to common stockholders |
|
|
(6,175 |
) |
|
|
(11,682 |
) |
Basic and fully diluted weighted average number of shares |
|
|
16,772 |
|
|
|
1,596 |
|
Basic and fully diluted loss per share |
|
|
(0.37 |
) |
|
|
(7.32 |
) |
Expenses, net of non-cash, share-based compensation expense – non-GAAP
The following table discloses research and development, and general and administrative expenses net of non-cash, share-based compensation payment expense. The disclosure has been provided to reconcile the total operational expenses on a GAAP basis and the non-GAAP operational expenses net of non-cash stock-based compensation in order to provide an estimate of cash used in research and development, and general and administrative expense. Management uses the cash basis of expenses for forecasting and budget purposes to determine the allocation of resources and to plan for future financing opportunities.
23
For the three months ended
|
|
March 31, |
|
|
March 31, |
|
||
|
|
$ |
|
|
$ |
|
||
|
|
(in thousands) |
|
|||||
Research and development – GAAP |
|
|
592 |
|
|
|
2,005 |
|
Less: non-cash, share-based compensation expense |
|
|
(63 |
) |
|
|
(115 |
) |
Research and development net of non-cash, share-based, compensation expense – Non-GAAP |
|
|
529 |
|
|
|
1,890 |
|
General and administrative – GAAP |
|
|
1,493 |
|
|
|
1,297 |
|
Less: non-cash, share-based compensation expense |
|
|
(144 |
) |
|
|
(339 |
) |
General and administrative net of non-cash, share-based, compensation expense – Non-GAAP |
|
|
1,349 |
|
|
|
958 |
|
For the nine months ended
|
|
March 31, |
|
|
March 31, |
|
||
|
|
$ |
|
|
$ |
|
||
|
|
(in thousands) |
|
|||||
Research and development – GAAP |
|
|
2,562 |
|
|
|
7,235 |
|
Less: non-cash, share-based compensation expense |
|
|
(172 |
) |
|
|
(389 |
) |
Research and development net of non-cash, share-based, compensation expense – Non-GAAP |
|
|
2,390 |
|
|
|
6,846 |
|
General and administrative – GAAP |
|
|
3,504 |
|
|
|
4,212 |
|
Less: non-cash, share-based compensation expense |
|
|
(445 |
) |
|
|
(1,019 |
) |
General and administrative net of non-cash, share-based, compensation expense – Non-GAAP |
|
|
3,059 |
|
|
|
3,193 |
|
Results of Operations
Comparison of the three months ended March 31, 2024, and March 31, 2023
|
|
Three months ended |
|
|
|
|
|
|
|
|||||||
|
|
March 31, |
|
|
March 31, |
|
|
Change $ |
|
|
Change % |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
592 |
|
|
|
2,005 |
|
|
|
(1,413 |
) |
|
|
(70 |
) |
General and administrative |
|
|
1,493 |
|
|
|
1,297 |
|
|
|
196 |
|
|
|
15 |
|
|
|
|
(2,085 |
) |
|
|
(3,302 |
) |
|
|
1,217 |
|
|
|
|
|
Other income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange |
|
|
— |
|
|
|
(1 |
) |
|
|
1 |
|
|
|
(100 |
) |
Interest, net |
|
|
74 |
|
|
|
39 |
|
|
|
35 |
|
|
|
90 |
|
|
|
|
74 |
|
|
|
38 |
|
|
|
36 |
|
|
|
|
|
Net loss |
|
|
(2,011 |
) |
|
|
(3,264 |
) |
|
|
1,253 |
|
|
|
|
|
Research and Development
Research and development expenses decreased to $592 for the three months ended March 31, 2024, from $2,005 for the three months ended March 31, 2023. The decrease was largely attributable to lower clinical development costs and lower non-cash, share-based compensation expenses incurred during the three months ended March 31, 2024, compared to the three months ended March 31, 2023.
Clinical development costs have decreased in the current quarter compared to the same quarter in the prior fiscal year in part due to costs related to the GBM AGILE Study being lower in the three months ended March 31, 2024, compared to the three months ended March 31, 2023. In addition, on October 19, 2022, we announced that we had paused the REM-001 program in order to preserve cash for the development of VAL-083. On June 28, 2023, we announced the restart of the REM-001 program as a result of the awarding of a $2 ,000 grant, however, REM-001 costs to restart the program are not expected to ramp up until the second calendar
24
quarter of 2024. In addition, during the three months ended March 31, 2024, we received $194 (2023 - nil) in grant proceeds. Non-cash, share-based compensation expense decreased to $63 for the three months ended March 31, 2024, from $115 for the three months ended March 31, 2023.
General and Administrative
General and administrative expenses were $1,493 for the three months ended March 31, 2024, compared to $1,297 for the three months ended March 31, 2023. A significant portion of the increase was a result of higher professional fees incurred in relation to the proposed transaction with TuHURA, offset by lower non-cash, share-based compensation expenses and a reduction in facilities, office and sundry, personnel, and travel costs in the current three months compared to the same period in the prior fiscal year. Non-cash, share-based compensation expense decreased to $144 for the three months ended March 31, 2024, from $339 for the three months ended March 31, 2023, due to the recognition of higher compensation expense recognized during the three months ended March 31, 2023, for stock options granted in September 2021. Facilities, office and sundry costs have decreased primarily due to a reduction in directors and officers insurance expense in the current quarter compared to the same quarter in the prior fiscal year. Additionally, personnel costs have decreased in the current quarter compared to the same quarter in the prior fiscal year due to a reduction in staff.
Preferred Share Dividends
For each of the three months ended March 31, 2024, and 2023, we recorded $2 related to the cash dividend payable to Valent on the Series A Preferred Stock. The dividend has been recorded as a direct increase in accumulated deficit for both periods.
Comparison of the nine months ended March 31, 2024, and March 31, 2023
|
|
Nine months ended |
|
|
|
|
|
|
|
|||||||
|
|
March 31, |
|
|
March 31, |
|
|
Change $ |
|
|
Change % |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
2,562 |
|
|
|
7,235 |
|
|
|
(4,673 |
) |
|
|
(65 |
) |
General and administrative |
|
|
3,504 |
|
|
|
4,212 |
|
|
|
(708 |
) |
|
|
(17 |
) |
|
|
|
(6,066 |
) |
|
|
(11,447 |
) |
|
|
5,381 |
|
|
|
|
|
Other income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange |
|
|
(8 |
) |
|
|
10 |
|
|
|
(18 |
) |
|
|
(180 |
) |
Interest, net |
|
|
78 |
|
|
|
123 |
|
|
|
(45 |
) |
|
|
(37 |
) |
|
|
|
70 |
|
|
|
133 |
|
|
|
(63 |
) |
|
|
|
|
Net loss |
|
|
(5,996 |
) |
|
|
(11,314 |
) |
|
|
5,318 |
|
|
|
|
|
Research and Development
Research and development expenses decreased to $2,562 for the nine months ended March 31, 2024, from $7,235 for the nine months ended March 31, 2023. The decrease was primarily attributable to lower clinical development costs and lower non-cash, share-based compensation expenses incurred during the nine months ended March 31, 2024, compared to the nine months ended March 31, 2023.
Clinical development costs have decreased in the current quarter compared to the same quarter in the prior fiscal year in part due to costs related to the GBM AGILE Study being lower in the nine months ended March 31, 2024, compared to the nine months ended March 31, 2023. In addition, on October 19, 2022, we announced that we had paused the REM-001 program in order to preserve cash for the development of VAL-083. On June 28, 2023, we announced the restart of the REM-001 program as a result of the awarding of a $2,000 grant, however, REM-001 costs to restart the program are not expected to ramp up until the second calendar quarter of 2024. In addition, during the nine months ended March 31, 2024, we received $404 (2023 - nil) in grant proceeds. Non-cash, share-based compensation expense decreased to $172 for the nine months ended March 31, 2024, from $389 for the nine months ended March 31, 2023.
General and Administrative
25
General and administrative expenses were $3,504 for the nine months ended March 31, 2024, compared to $4,212 for the nine months ended March 31, 2023. A significant portion of the increase was a result of higher professional fees incurred in relation to the proposed transaction with TuHURA, offset by lower non-cash, share-based compensation expenses and a reduction in facilities, office and sundry, personnel, and travel costs in the current nine months compared to the same period in the prior fiscal year. Non-cash, share-based compensation expense decreased to $445 for the nine months ended March 31, 2024, from $1,019 for the nine months ended March 31, 2023, due to the recognition of higher compensation expense recognized during the nine months ended March 31, 2023, for stock options granted in September 2021. Facilities, office and sundry costs have decreased primarily due to a reduction in directors and officers insurance expense in the current period compared to the same period in the prior fiscal year. Additionally, personnel costs have decreased in the current period compared to the same period in the prior fiscal year primarily due to a reduction in staff.
Preferred Share Dividends
For each of the nine months ended March 31, 2024, and 2023, we recorded $6 related to the cash dividend payable to Valent on the Series A Preferred Stock. In addition, for the nine months ended March 31, 2024, we recorded $173 (2023 - $362) related to the stock dividend payable to investors on the Series C Preferred Stock. The dividends have been recorded as a direct increase in accumulated deficit for both periods.
Liquidity and Capital Resources
Nine months ended March 31, 2024, compared to the nine months ended March 31, 2023
|
|
March 31, |
|
|
March 31, |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Cash flows from operating activities |
|
|
(5,734 |
) |
|
|
(10,357 |
) |
|
|
4,623 |
|
|
|
(45 |
) |
Cash flows from investing activities |
|
|
(20 |
) |
|
|
(232 |
) |
|
|
212 |
|
|
|
100 |
|
Cash flows from financing activities |
|
|
10,570 |
|
|
|
1,854 |
|
|
|
8,716 |
|
|
|
470 |
|
Operating Activities
Net cash used in operating activities was $5,734 for the nine months ended March 31, 2024, compared to $10,357 for the nine months ended March 31, 2023. During the nine months ended March 31, 2024, and 2023, we reported net losses of $5,996 and $11,314, respectively. Adjustments to reconcile net loss to net cash used in operating activities for the nine months ended March 31, 2024, included stock option expense of $481 and restricted stock unit expense of $136 being recognized during the current period compared to $1,244 and $164, respectively, in the same period in the prior fiscal year. In addition, during the nine months ended March 31, 2023, non-cash amortization of $2,150 of the clinical trial deposit was recognized while no such items were incurred in the nine months ended March 31, 2024. The most significant changes in working capital for the nine months ended March 31, 2024, were related to the use of clinical trial deposit to settle clinical trial expenses of $879 and settlement of accounts payable and accrued liabilities of $1,541 The most significant changes in working capital for the nine months ended March 31, 2023, were due to a payment of clinical trial deposit of $1,700 and settlement of accounts payable and accrued liabilities of $646.
Investing Activities
Net cash used in investing activities was $20 for the nine months ended March 31, 2024, compared to $232 for the nine months ended March 31, 2023, for the purchase of equipment.
Financing Activities
Net cash received from financing activities was $10,570 for the nine months ended March 31, 2024, compared to $1,854 for the nine months ended March 31, 2023. During the nine months ended March 31, 2024, we received $10,471 in net proceeds from sales of shares under our ATM Facility (as defined herein) with A.G.P./Alliance Global Partners (“AGP”), $105 in net proceeds from the sale of shares under the stock purchase agreement, dated as of August 2, 2022, (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to a maximum of $20,000 of shares of our common stock. During the nine months ended March 31, 2023, we received $1,860 in net proceeds from the sale of shares under the Lincoln Park Purchase Agreement.
26
Going Concern and Capital Expenditure Requirements
Going Concern and Management Plans
(See note 1 to the condensed consolidated interim financial statements)
The condensed consolidated financial statements have been prepared on a going concern basis, which assumes that we will continue our operations for the foreseeable future and contemplates the realization of assets and the settlement of liabilities in the normal course of business.
For the nine months ended March 31, 2024, we reported a loss of $5,996 and a negative cash flow from operations of $5,734. We had an accumulated deficit of $157,550 and had cash and cash equivalents of $6,351 as of March 31, 2024. We are in the clinical stage and have not generated any revenues to date. We do not have the prospect of achieving revenues until such time that our product candidate is commercialized, or partnered, which may not ever occur. On August 2, 2022, we entered into the Purchase Agreement under which we received approximately $2,008 in net proceeds as of March 31, 2024, for the issuance of an aggregate of 662 shares of common stock under the Purchase Agreement. On October 9, 2023, we received stockholder approval to issue 20% or more of our outstanding shares as of the date we entered into the Purchase Agreement with Lincoln Park. On February 22, 2024, we determined that we have concluded utilization of the equity facility pursuant to the terms of the Purchase Agreement. In addition, on June 28, 2023, we announced that we had been awarded approximately $2,000 in grant funding for our REM-001 project.
On September 19, 2023, we entered into a Sales Agreement, (the “Sales Agreement”) with AGP pursuant to which we may offer and sell, from time to time, through AGP, as sales agent and/or principal, shares of common stock having an aggregate offering price of up to $10,900 (the “ATM Facility”). From October 31, 2023, until March 31, 2024, we raised $10,471 in net proceeds from the sale of 53,151 shares of our common stock under the ATM Facility. On February 22, 2024, we determined that we have concluded utilization of the ATM facility.
Even with the proceeds from the grant funding, the stock purchase financing, and the ATM sales, we will require significant additional funding to maintain our clinical trials, research and development projects, and for general operations. These circumstances indicate substantial doubt exists about our ability to continue as a going concern within one year from the date of filing of these condensed consolidated financial statements.
Consequently, management is pursuing various financing alternatives to fund our operations in the short and long term and so we can continue as a going concern. In addition, we initiated a process to explore and review a range of strategic alternatives focused on maximizing shareholder value, and as a result, entered into the Merger Agreement for the proposed Merger with TuHURA. If we do not receive stockholder approval for the Merger or the Merger is not otherwise consummated, management intends to seek to secure the necessary financing through potential additional proceeds from grant funding and the issue of new equity and/or the entering into of strategic partnership arrangements or pursue additional strategic transactions. In addition, if the Merger is not completed, we may not have sufficient capital to continue to operate our business in the long term and may become insolvent and be required to seek the protection of the bankruptcy courts and, without additional funding or a strategic transaction, we would likely be delisted from The Nasdaq Capital Market. Our ability to raise additional capital is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence. We may not be able to raise sufficient additional capital and may tailor our drug candidate development program based on the amount of funding we are able to raise in the future. Nevertheless, there is no assurance that these initiatives will be successful.
The condensed consolidated financial statements do not give effect to any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Such adjustments could be material.
Our future funding requirements will depend on many factors, including but not limited to:
27
Until we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never do, we expect to finance future cash needs primarily through public or private equity offerings, or strategic collaborations. The sale of equity and convertible debt securities may result in dilution to our stockholders and certain of those securities may have rights senior to those of our shares of capital stock. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights. Economic conditions may affect the availability of funds and activity in equity markets. We do not know whether additional funding will be available on acceptable terms, or at all. If we are not able to complete the proposed Merger with TuHURA or secure additional funding when needed, we may have to delay, reduce the scope of or eliminate one or more of our clinical trials or research and development programs or make changes to our operating plan, file for bankruptcy protection or pursue a dissolution of the Company and liquidation of all of our remaining assets. In such an event, the amount of cash available for distribution to our shareholders, if any, will depend heavily on the timing of such decision, as with the passage of time the amount of cash available for distribution will be reduced as we continue to fund our operations. We cannot provide assurance as to the amount of cash that will be available to distribute to shareholders, if any, after paying our debts and other obligations and setting aside funds for reserves, nor as to the timing of any such distribution, if any.
Critical Accounting Policies and Estimates
The preparation of financial statements, in conformity with generally accepted accounting principles in the United States, requires companies to establish accounting policies and to make estimates that affect both the amount and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain and therefore actual results may differ from those estimates.
A detailed presentation of all of our significant accounting policies and the estimates derived therefrom is included in Note 2 to our consolidated financial statements for the year ended June 30, 2023, contained in our Annual Report on Form 10-K filed with the SEC on September 18, 2023. While all of the significant accounting policies are important to our consolidated financial statements, the following accounting policies and the estimates derived therefrom are critical:
Fair value of financial instruments
Accruals for research and development expenses and clinical trials
Fair value of financial instruments
We recognize compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the statement of operations over the service period based on a measurement of fair value for each stock-based award. Prior to our adoption of Accounting Standards Update 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), stock options granted to non-employee consultants were revalued at the end of each reporting period until vested using the Black-Scholes option-pricing model and the changes in their fair value were recorded as adjustments to expense over the related vesting period. For the nine months ended March 31, 2024, and 2023, the determination of grant-date fair value for stock option awards was estimated using the Black-Scholes model which includes variables such as the expected volatility of our share price, the anticipated exercise behavior of its grantee, interest rates, and dividend yields. For the nine months ended March 31, 2024, and 2023, we utilized the plain vanilla method to determine the expected life of stock options. These variables are projected based on our historical data, experience, and other factors. Changes in any of these variables could result in material adjustments to the expense recognized for share-based payments. Such value is recognized as expense over the requisite service period, net of actual forfeitures, using the accelerated attribution method. We recognize forfeitures as they occur. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results, or updated estimates, differ from current estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised.
For the nine months ended March 31, 2024, and 2023, we issued stock options to our officers. The determination of grant-date fair value for options granted was estimated using the Black-Scholes model which includes variables such as the expected volatility of our share price, interest rates, dividend yields, and the term of the option.
Accruals for research and development expenses and clinical trials
As part of the process of preparing our financial statements, we are required to estimate our expenses resulting from our obligations under contracts with vendors, clinical research organizations and consultants, and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment terms that do not match the periods over which materials or services are provided under such contracts. Our objective is to reflect the appropriate expenses in our financial statements by matching those expenses with the period in which services are performed and efforts are expended. We account for these expenses according to the timing of various aspects of the expenses. We determine accrual estimates by taking into account discussion with applicable personnel and outside service providers as to the progress of clinical trials, or the services completed. During the course of a clinical trial, we adjust our clinical expense recognition if actual results differ from our estimates. We make estimates of our accrued expenses as of each balance sheet date based on the facts and circumstances known to us at that time. Our clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although we do not expect our estimates to be
28
materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us reporting amounts that are too high or too low for any particular period. For the nine months ended March 31, 2024, and 2023, there were no material adjustments to our prior period estimates of accrued expenses for clinical trials.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
29
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required for a smaller reporting company.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-Q, has concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
(b) Changes in Internal Controls. There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal proceedings the Company is party to or any of its property is subject to.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on September 18, 2023 and our Quarterly Reports on Form 10-Q filed with the SEC on November 13, 2023 and February 14, 2024 (collectively, the “Prior 10-Qs”), which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K may not be the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.
There were no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K and in our Prior 10-Qs except as noted below.
We are not currently in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. If we do not regain compliance and continue to meet the continued listing requirements, our common stock may be delisted from The Nasdaq Capital Market, which could affect the market price and liquidity for our common stock and reduce our ability to raise additional capital.
Our common stock is listed on The Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other requirements including, without limitation, the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires companies listed on The Nasdaq Capital Market to maintain a minimum bid price of $1 per share (the “Minimum Bid Price Requirement”).
On December 13, 2023, the Nasdaq staff notified us that we did not comply with the Minimum Bid Price Requirement (the “Bid Price Notice”). Pursuant to the Bid Price Notice, we have 180 calendar days from the date of the Bid Price Notice, or June 10, 2024, to regain compliance for a minimum of ten consecutive business days.
We will continue to monitor our bid price and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that we will be able to regain compliance with the Minimum Bid Price Requirement or maintain compliance even if we implement an option that regains our compliance.
If we fail to regain compliance with the Minimum Bid Price Requirement, or to meet the other applicable continued listing requirements for The Nasdaq Capital Market in the future, our common stock may be delisted and trade on the OTC Markets Group Inc. or other small trading markets, which could reduce the liquidity of our common stock materially and result in a corresponding material reduction in the price of our common stock as well as reduce our ability to raise additional capital. In addition, if our common stock is delisted from Nasdaq and the trading price remains below $5.00 per share, trading in our common stock might also become subject to the requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by broker-dealers in connection with any trade involving a stock defined as a “penny stock” (generally, any equity security not listed on a national securities exchange or quoted on Nasdaq that has a market price of less than $5.00 per share, subject to certain exceptions).
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
31
Item 5. Other Information.
32
Item 6. Exhibits.
The exhibits listed below are filed or furnished as part of this Quarterly Report on Form 10-Q.
EXHIBIT INDEX
Exhibit Number |
|
Description |
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
|
|
|
|
EX-101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document* |
|
|
|
EX-101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document* |
|
|
|
EX-101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
|
|
|
EX-101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document* |
|
|
|
EX-101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document* |
|
|
|
EX-101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
|
|
|
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
||
* Filed herewith
** The certification furnished in Exhibit 32.1 hereto is deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Kintara Therapeutics, Inc. |
|
|
|
|
Date: May 14, 2024 |
By: |
/s/ Robert E. Hoffman |
|
|
Robert E. Hoffman |
|
|
Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) |
34