Tuhura Biosciences Inc

This proposal requests shareholder approval, under Nasdaq Listing Rule 5635(d), for the issuance of 1,878,287 shares (the Loan Fee Shares) to Parkview Holdings One LLC as the one-time commitment fee for a $50 million secured revolving credit facility. Nasdaq rules may aggregate this issuance with securities previously issued to an affiliate (K&V Investment) in December 2025, which would push the combined issuance over the 20% threshold requiring shareholder approval; the company is seeking approval to satisfy that requirement. The financing provides the company with liquidity to fund clinical trials, development programs and general corporate purposes, and management states it will extend the company’s runway into early 2028 if approved. If the issuance is not approved, the fee becomes a $5.0 million cash payment, which the Board considers a material cash outlay without corresponding shareholder benefit. The Loan Agreement also includes related arrangements such as an annual facility fee, extension of warrant exercise periods for K&V Investment, the right for Parkview to appoint a director, and a royalty agreement on IFx-2.0 product sales—factors that align Parkview’s interests but also increase ongoing obligations and potential governance influence by a large shareholder affiliate. The proposal raises standard dilution concerns: issuance of the Loan Fee Shares will reduce existing shareholders’ percentage ownership, potentially reduce book value and EPS, and could put downward pressure on market price. The price used to calculate the shares ($2.662 per share, ten-day average ending April 21, 2026) and the aggregation with the December 2025 Offering are key valuation and regulatory points; Nasdaq could require aggregation based on common beneficial ownership and timing. From a governance perspective, approval signals willingness to accept affiliated financing with equity compensation; investors should weigh the immediate financing benefit and avoidance of cash fee against dilution, the extended warrant exercise periods, royalty commitments, and Parkview’s ability to influence the company through board appointment and its significant ownership stake. The Board recommends FOR primarily to secure the facility, preserve cash, and maintain operational flexibility despite the dilutive tradeoffs.

This non-binding advisory proposal (say-on-pay) asks shareholders to approve the company’s named executive officer compensation as disclosed in the proxy. Management emphasizes that its compensation program—comprising base salaries, target and awarded annual bonuses, long-term equity incentives (stock options under the 2019 and 2024 Plans), severance/change-in-control protections, and benefits—aligns executives with shareholder interests and supports retention and performance. The disclosure shows materially large equity and option grant valuations in recent years and meaningful severance protections that accelerate vesting on certain terminations, which investors may view as standard for biopharma executives but potentially generous relative to company size and financial performance; the proxy includes a pay-versus-performance table and narrative to help contextualize CAP versus company TSR and net loss. As an advisory vote, the result is not binding, but the Board and Compensation Committee state they will consider voting outcomes and engage with shareholders if significant opposition occurs. Key investor considerations include: whether pay outcomes reflect performance milestones and pipeline progress (rather than only grant-date valuations), the size and structure of change-in-control and severance benefits, and the prevalence of option-based awards that create upside leverage to future stock appreciation. Given the company’s clinical-stage profile and need to retain experienced management, the Board argues that competitive pay packages are necessary to attract and retain talent; however, shareholders should weigh dilution and pay quantum against execution on clinical and regulatory milestones. A FOR vote supports management’s view that the current program is appropriate; a substantial vote AGAINST could prompt the Compensation Committee to re-evaluate program design and disclosure. The Board unanimously recommends FOR while noting the vote is advisory and will inform future compensation decisions.

This non-binding proposal asks shareholders to choose the preferred frequency for future advisory votes on executive compensation—one, two, or three years—with the Board recommending a triennial (three-year) vote. The Board justifies a three-year cycle as better aligned with the company’s long-term development timelines and compensation cycles, giving stockholders a more complete view of compensation outcomes relative to multi-year clinical and corporate milestones. A three-year frequency reduces administrative burden and avoids potentially reactive year-to-year changes in compensation design, while still leaving the Board and Compensation Committee accountable to investor sentiment through periodic engagement and the advisory mechanism. The vote is advisory; regardless of the outcome, the Board may choose a different cadence, but it has committed to review and consider stockholder feedback and to engage with investors if the result suggests material concern. From a governance viewpoint, investors who prefer more frequent accountability may support annual or biennial votes to increase responsiveness, especially in volatile performance periods or when material compensation changes occur. The Board’s recommendation reflects typical practice for companies with long development timelines, but activists or large institutional holders may nonetheless push for annual votes where governance oversight concerns exist. The proxy allows shareholders to indicate their choice; the alternative receiving the plurality of votes will be considered the stockholders’ preference. Management advises that a three-year cycle provides time to observe the effects of any changes to compensation design and to align pay with multi-year performance metrics.

The Adjournment Proposal authorizes the holders of proxies to adjourn or postpone the Annual Meeting if there are insufficient votes to approve the Nasdaq Proposal or to constitute a quorum. The Board frames this as a practical tool to give the company additional time to solicit votes in favor of the Loan Fee Shares issuance (Proposal 2) and to avoid being forced to pay a $5.0 million cash fee if the Nasdaq Proposal fails. From a governance perspective, adjournment authorizations are common and allow management to continue outreach to dissenting shareholders, but they also can be used tactically to delay a vote or re-solicit proxies in a manner that may be perceived as pressuring shareholders. The proposal requires a majority of votes cast for approval and will have no effect if not adopted, in which case the company might be constrained operationally if the Nasdaq Proposal fails. Investors should note that approval of the Adjournment Proposal does not itself change substantive corporate terms; it only grants procedural flexibility to the Board and its proxy holders. The Board recommends FOR to preserve flexibility and protect the company from immediately incurring the cash fee or losing access to the credit facility while additional shareholder engagement continues.