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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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TuHURA Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
James A. Bianco, M.D. TuHURA Biosciences, Inc., 10500 University Drive, Suite 110 Tampa, FL, 33612 (813) 875-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/18/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
James A. Bianco, M.D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,085,519.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
TuHURA Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
10500 UNIVERSITY CENTER DR., SUITE 110, TAMPA,
FLORIDA
, 33612. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D originally filed with the SEC on October 25, 2024 (the "Original Schedule 13D") relating to Common Stock of the Issuer. Capitalized terms used but not defined herein have the meanings ascribed to them in the Original Schedule 13D. All references in the Original Schedule 13D and this Amendment shall be deemed to refer to the Original Schedule 13D as amended and supplemented by this Amendment.
James A. Bianco, M.D. (the "Reporting Person") is filing this Amendment to report that his beneficial ownership percentage in the Issuer has fallen below 5% as a result of the issuance of 1,878,287 shares of Common Stock to Parkview Holdings One LLC ("Parkview") pursuant to that certain Fee Letter, dated April 21, 2026, between the Issuer and Parkview (the "Fee Letter"). This Amendment does not reflect or report any transactions in the Issuer's Common Stock by the Reporting Person and is being filed solely to report the reduction in the Reporting Person's beneficial ownership percentage as a result of the Issuer's issuance of shares of Common Stock to a party that is not an affiliate of the Reporting Person. The filing of this Amendment represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Person. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment is being filed by the Reporting Person. | |
| (b) | The address of the Reporting Person is c/o TuHURA Biosciences, Inc., 10500 University Drive, Suite 110, Tampa, Florida 33612. | |
| (c) | The Reporting Person is the President and Chief Executive Officer and a director of the Issuer. | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Person is filing this Amendment to report that his beneficial ownership of Common Stock has fallen below 5% of the outstanding Common Stock. This decrease in beneficial ownership percentage resulted from the dilution of the Reporting Person's holdings due to an increase in the Issuer's issued and outstanding shares of Common Stock issued as a result of the Fee Letter. No funds were used or received by the Reporting Person in connection with the decrease in his beneficial ownership percentage. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to add the following:
As described in Item 5, as a result of the issuance by the Issuer of additional shares of Common Stock, and not as a result of any acquisition or disposition of securities by the Reporting Person, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Common Stock on August 18, 2026. Accordingly, this Amendment constitutes the final amendment to the Schedule 13D, and the Reporting Person's reporting obligations under Section 13(d) of the Act with respect to the Common Stock are terminated. The Reporting Person continues to serve as the President and Chief Executive Officer and a director of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
As of the date hereof, the Reporting Person beneficially owned 3,085,519 shares of Common Stock, which represents approximately 4.6% of the outstanding shares of Common Stock, which is comprised of (i) 2,173,307 shares of Common Stock, and (ii) 912,212 shares of Common Stock issuable upon the exercise of options held by the Reporting Person which are exercisable within 60 days of the date hereof. The percentage of ownership reported in this Item 5 was calculated based on 65,758,360 shares of Common Stock outstanding as of August 18, 2026, calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended. | |
| (b) | As of the date hereof, the Reporting Person has sole voting and dispositive power over 3,085,519 shares of Common Stock, which includes (i) 2,173,307 shares of Common Stock, and (ii) 912,212 shares of Common Stock issuable upon the exercise of options held by the Reporting Person which are exercisable within 60 days of the date hereof. | |
| (c) | None. | |
| (d) | None. | |
| (e) | As of August 18, 2026, the Reporting Person ceased to be the beneficial owner of more than 5% of the Common Stock of the Issuer. The filing of this Amendment represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Person. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
None. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
None. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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