TuHURA Biosciences, Inc./NV Debt Disclosure

Note 10—Debt

Assumed debt from Kineta Merger

As part of the Kineta Merger, the Company assumed debt with a fair value in the amount of $434,000. The assumed debt was settled and paid in July 2025.

Promissory notes to former Kineta employees

In exchange for separation payments assumed from the Kineta Merger for five of the former Kineta employees, the Company issued promissory notes totaling approximately $590,000 in the aggregate at 10% interest payable monthly from September 2025 to February 2026. The current balance is approximately $197,000 and interest payments of $39,000 were paid as of December 31, 2025

Bridge Loan Transaction

On October 27, 2025, the Company entered into a Secured Promissory Note and Loan Agreement (the "Loan Agreement") with an accredited investor and shareholder of the Company (the "Lender"). Pursuant to the terms of the Loan Agreement, the Lender agreed to make loans to the Company in an aggregate principal amount of up the $3,000,000 (the "Loans") during a 30-day availability period beginning on the date of the Loan Agreement. The monthly interest rate on the Loan Agreement was 3.0% and had a maturity date of December 31, 2025. On December 2, 2025, the Company and the Lender entered into an amendment to the Loan Agreement (the "Amendment") pursuant to which (i) the Lender agreed to extend the 30-day availability period to December 5, 2025, and (ii) the Company and Lender agreed that warrants issuable to the Lender under the Loan agreement would consist of a warrant to purchase 150,000 shares of Company common stock for each $1.5 million of funds borrowed under the Loan Agreement (including the First Loan), prorated for borrowings less than $1.5 million. Except for the forgoing, the Amendment included no further changes to the original loan agreement.

The Lender advanced $1,500,000 on October 27, 2025 and $1,500,000 on December 2, 2025 that were used for working capital purposes. On December 12, 2025, the Company paid $1,500,000 principal balance, $180,000 in loan fees and $15,000 in interest payments. The remaining $1,500,000 principal balance, $180,000 in loan fees, and $67,500 in interest was exchanged for 1,059,090 shares of common stock in the registered direct offering (see note 12).

In addition, on the date of the First loan and Second loan, the Company issued warrants in an aggregate of 65,217 and 234,783 with an exercise price of $2.30 and $1.81 to purchase shares of Company common stock (the "Lender Warrant"). The Lender Warrant is immediately exercisable and will expire on the date that is two years from the date of issuance. The Company determined that the relative fair value of the Bridge Loan Warrants amounted to $301,424 and recognized as a debt discount with an offset to additional paid in capital. The fair value associated with the warrants was determined using Black-Sholes pricing model using the terms of the agreement and the following assumptions - expected term of 2 years, dividend yield of 0.0%, volatility of 110.5% and a risk free rate of 3.48%.

Convertible promissory notes

On various dates beginning on December 11, 2023 through September 18, 2024, the Company completed a private placement in which the Company issued Convertible Promissory Notes (the “Notes”) with various entities at various amounts for an aggregate of $31,253,000. The Notes bear interest at a rate of twenty percent (20%) per annum and were scheduled to mature on the second anniversary of the issuance date. In addition, the investors in the private placement also received common stock purchase warrants (the “2024 Warrants”) in the event they subscribe to purchase Notes in the aggregate principal amount of more than $4.0 million or more, with such number of 2024 Warrants being equal to 50% of the aggregate principal amount of the Note purchased divided by $3.80. The 2024 Warrants related to these Notes have an exercise price of $5.70 per share and expire three years from the date of issuance. On October 18, 2024, under automatic conversion features upon the occurrence of a reverse public merger transaction, the convertible notes payable converted to common stock and the derivative liability associated with the make-whole provision discussed below was reclassified to additional paid-in capital.

Conversion feature under reverse public merger transaction

Under a reverse public merger transaction, the Notes convert at the sum of (a) the outstanding principal balance and unpaid accrued interest at the time of the transaction, plus (b) a Make-Whole Amount premium, defined in the Notes as additional interest to be incurred until the next period end date as defined in the Notes, divided by a conversion price equal to $3.80. Upon closing of the Kintara merger on October 18, 2024, the Notes were converted into shares of common stock.

The Company evaluated the terms of the Notes for embedded conversion features in accordance with ASC 815-15-25 and determined that the conversion features meet the definition of an embedded derivative liability that is required to be bifurcated from the host instrument and measured at fair value, with subsequent changes in fair value recognized in the consolidated statement of operations. Management used a scenario-based analysis to estimate the fair value of the bifurcated embedded derivative liability at issuance of the Notes. The Company recognized debt discount of $2,539,227 upon issuance of the Notes.

Warrants issued in connection with convertible notes

The 2024 Warrants were identified as freestanding financial instruments and determined to be indexed to the Company’s own stock. Further, the 2024 Warrants were not precluded from being classified within equity. As such, the proceeds received upon issuing the Notes were first allocated to the fair value of the bifurcated embedded derivative with the remainder allocated to the debt host instrument and 2024 Warrants (within additional paid in capital) on a relative fair value basis. Subsequent fair value measurement is not required as long as the instrument continues to be classified in equity. The Company determined that the fair value of the 2024 Warrants in connection with Notes issued amounted to $6,520,056 and recognized as a debt discount with an offset to additional paid in capital.