United States securities and exchange commission logo





                              June 7, 2024

       Robert E. Hoffman
       Chief Executive Officer
       Kintara Therapeutics, Inc.
       9920 Pacific Heights Blvd, Suite 150
       San Diego, CA 92121

                                                        Re: Kintara
Therapeutics, Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed May 13, 2024
                                                            File No. 333-279368

       Dear Robert E. Hoffman:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-4

       Cover Page

   1.                                                   Please revise the
Letter to Stockholders to disclose whether the listing approval for
                                                        TuHURA's securities on
Nasdaq is a closing condition of the merger.
   2.                                                   We note your reference
to TuHURA's "first-in-class" bi-functional ADCs. Please remove
                                                        this claim as well as
any other similar claims in the prospectus as it appears to be
                                                        premature given
TuHURA's current stage of development.
       Questions and Answers About the Merger, page 1

   3.                                                   Please revise this
section to prominently disclose the valuations attributed to both Kintara
                                                        and TuHURA in the
merger. Please also clarify, if true, that the ownership percentages of
                                                        the post-merger
combined company include the conversion of the convertible notes issued
                                                        by TuHURA in the TuHURA
Note Financing.
 Robert E. Hoffman
FirstName  LastNameRobert
Kintara Therapeutics, Inc. E. Hoffman
Comapany
June 7, 2024NameKintara Therapeutics, Inc.
June 7,
Page 2 2024 Page 2
FirstName LastName
4.       Please include a Q&A discussing the proposed reverse split and how it
will impact the
         voting power of Kintara shareholders in the combined company.
5.       Please revise this section to add a Q&A discussing the reasons why
Kintara's board of
         directors is recommending that Kintara's stockholders approve the
merger, the reverse
         split and the associated transactions. In your new Q&A, please discuss
whether Kintara's
         board of directors considered any potential downsides or uncertainties
related to these
         proposals.
6.       Please revise your disclosure in this section to discuss the impact
that a potential delisting
         of Kintara's common stock from Nasdaq would have on the Merger. In
your revisions,
         clarify if you have entered into discussions with Nasdaq related to
your potential delisting
         and tell us the status of any such discussions.
Q: Why am I receiving this proxy statement/prospectus?, page 1

7.       We note that this question currently discusses a number of topics
including the reasons for
         receiving this proxy statement/prospectus, the exchange ratio and the
contingent value
         rights agreements that Kintara will enter into at the time of the
merger. Please separate
         this Q&A into three separate questions discussing:
             The reasons why shareholders are receiving this proxy
statement/prospectus
             The exchange ratio, including a brief explanation what it is and
how it will be
              calculated
             The contingent value rights agreements and a discussion of what
rights will flow to
              shareholders from these agreements
Summary of the Proxy Statement/Prospectus
TuHURA, page 10

8.       We note your statements here and throughout the prospectus that
TuHURA's IFx
         technology and product candidates are "personalized." However, your
disclosure
         elsewhere in the prospectus appears to indicate that the composition
of TuHURA's IFx
         product candidates does not vary from patient to patient. Accordingly,
please tell us why it
         is appropriate to characterize TuHURA's technology and product
candidates as
         "personalized." Alternatively, please remove this claim.

         Please also revise the fourth paragraph of this section to clarify
that the results of clinical
         trials are inherently uncertain and that the results from TuHURA's
Phase 3 clinical trial
         may fail to satisfy the ORR, PFS and OS endpoints.
9.       We note your statement that TuHURA plans to initiate a Phase 1b/2a
trial in the third
         quarter of 2024. Please revise to clarify if there is an active IND
for this trial.
10.      Please revise this section to reflect your disclosure on page 232
indicating that TuHURA
         must complete additional product testing procedures and gain FDA
acceptance of these
         procedures before it can commence its Phase 3 clinical trial.
 Robert E. Hoffman
FirstName  LastNameRobert
Kintara Therapeutics, Inc. E. Hoffman
Comapany
June 7, 2024NameKintara Therapeutics, Inc.
June 7,
Page 3 2024 Page 3
FirstName LastName
TuHURA Note Financing, page 16

11.      Please disclose how the Kintara shareholders would be impacted by the
exercise of the
         warrants issued in connection with the TuHURA Note Financing. For
example, explain if
         this would further dilute the total ownership percentage of Kintara
shareholders in the
         combined company and quantify the amount of such dilution.
Opinion of Kintara's Financial Advisor, page 18

12.      We note your statements here and elsewhere in the prospectus, as well
as in the fairness
         opinion attached as Annex B, that the opinion is intended for the sole
benefit of Kintara's
         board of directors and may not be used for any other purpose. Please
remove this
         statement.

         Alternatively, please disclose the legal basis for your and Lucid's
belief that stockholders
         cannot rely on the opinion to bring state law actions, including a
description of any state
         law authorities on such a defense. If no such authority exists, please
disclose that this issue
         will be resolved by a court, resolution of this issue will have no
effect of on rights and
         responsibilities of Kintara's board under state law and the
availability or non-availability
         of this defense has no effect on the rights and responsibilities of
either Lucid or Kintara's
         board under federal securities laws.
Risk Factors
TuHURA relies on third parties to manufacture its clinical product supplies...,
page 39

13.      Please disclose the name of the single source supplier TuHURA current
relies on for the
         manufacturing of TuHURA   s product candidates. In your revisions,
clarify if the single
         source supplier holds any of the necessary know-how required to
manufacture TuHURA's
         product candidates and if TuHURA has entered into any supply
agreements with it.
The certificate of incorporation of the combined company will provide that...,
page 80

14.      We note your disclosure regarding the exclusive forum provision that
will be included in
         the articles of incorporation of the combined company. Please revise
to clarify that
         Section 22 of the Securities Act creates concurrent jurisdiction for
state and federal courts
         over all actions brought to enforce any duty or liability created by
the Securities Act or the
         rules and regulations thereunder.
Unaudited Pro Forma Condensed Combined Financial Information , page 107

15.      Please revise this note to clearly disclose your fiscal year end once
the merger agreement
         is effective.
16.      We note from proposal 2 on page 1 that you are proposing a reverse
stock split of only the
         outstanding shares of Kintara Common Stock and other outstanding
securities of Kintara
         Common Stock (with no change to the authorized capital stock of
Kintara), at a ratio in
 Robert E. Hoffman
FirstName  LastNameRobert
Kintara Therapeutics, Inc. E. Hoffman
Comapany
June 7, 2024NameKintara Therapeutics, Inc.
June 7,
Page 4 2024 Page 4
FirstName LastName
         the range from [ ]-for-1 to [ ]-for-1. Please revise your filing to
provide the range of the
         reverse stock split as well as to update your pro forma financial
statements for the impact
         of the reverse stock split upon your financial statements. Further, to
the extent that any
         such reverse stock split is expected to occur prior to the
effectiveness of your registration
         statement, all share data will require retroactive adjustment pursuant
to SAB Topic 4.C.
17.      Reference is made to note (A) on page 118 and that you have reflected
the anticipated
         cash proceeds of $28.6 million within your pro forma balance sheet
related to the
         TuHURA Note Financing. We further note from your discussion on page 16
that you
         received $31.3 million in subscriptions related to these notes and
only $18.5 million were
         funded as of April 30, 2024. Please tell and revise your filing to
disclose why you made
         a $28.6 million adjustment to the pro forma balance sheet since only
$18.5 million were
         funded as of April 30, 2024.
18.      Reference is made to adjustment (F) on page 118 and that you have a $0
adjustment
         reflected within your pro forma financial statements for the
contingent right value
         (CVR) that you believe is probable that the Milestone of the Kintara
legacy clinical
         studies pursuant to the CVR Agreement will be achieved and the CVR
shares to be issued.
         We further note your disclosure that the accounting treatment for the
CVR obligation is
         preliminary in nature and the final accounting treatment will be
determined based on a
         number of factors, including additional analysis of the transaction
and consideration of
         relevant accounting standards. Please tell us and explain in more
detail how you plan on
         accounting for these rights and why you have reflected a $0 impact for
these rights.
The Merger
Background of the Merger, page 124

19.      Please revise this section to include a discussion of the events and
negotiations related to
         the TuHURA Note Financing.
20.      Please revise to include a more fulsome discussion of how the
valuations of Kintara and
         TuHURA, the Exchange Ratio and the CVR agreement were negotiated in
connection
         with the merger. With respect to the valuations of the parties and the
Exchange Ratio,
         please disclose how Kintara determined an initial valuation of TuHURA
of $180 million
         and whether this valuation changed during negotiations. Please also
disclose the valuation
         attributed to TuHURA's predecessor, Morphogenesis, Inc., in its
proposed merger with
         CohBar and describe the reasons for any changes in that valuation.

         With respect to the CVR agreement, please disclose how the parties
came to agree that
         TuHURA would use commercially reasonable efforts to continue the
REM-001 program
         through the open label study in cutaneous metastatic breast cancer and
that such
         "commercially reasonable" efforts do not require TuHURA to expend
monetary resources
         in excess of $700,000 as discussed on page 115.
21.      Please revise this section to explain the diligence that Kintara's
management, board and
         advisors conducted on TuHURA.
 Robert E. Hoffman
FirstName  LastNameRobert
Kintara Therapeutics, Inc. E. Hoffman
Comapany
June 7, 2024NameKintara Therapeutics, Inc.
June 7,
Page 5 2024 Page 5
FirstName LastName
Kintara's Reasons for the Merger, page 128

22.      Please revise your disclosure in your first bullet to clarify why
Kintara's board of directors
         viewed Kintara as "acquiring" TuHURA's principal product candidates
given your
         disclosure elsewhere indicating that TuHURA's legacy equityholders
will own 97.15% of
         the combined company. Please revise your second bullet to reflect your
disclosure
         elsewhere in the prospectus indicating that TuHURA does not intend to
further advance or
         develop REM-001.
Opinion of Kintara's Financial Advisor, page 136

23.      Please disclose the "certain internal financial analyses" and
projections Lucid Capital
         Markets relied upon in providing their opinion that the Exchange Ratio
was fair to Kintara
         shareholders from a financial point of view.
24.      Your disclosure here indicates that Lucid did not assign any value to
the right of the
         Kintara stockholders to receive additional shares pursuant to the CVR
Agreement.
         However, Lucid's opinion attached as Annex B appears to assume that
the CVR
         distribution has occurred and that Kintara's stockholders will own
approximately 5.5% of
         the of the combined company's common stock on a fully-diluted basis.
Please revise your
         disclosure and clarify whether the Exchange Ratio evaluated by Lucid
incorporated the
         CVR shares. Alternatively, please advise.
Discounted Cash Flow Analysis, page 144

25.      Please revise this section to disclose how Kintara determined that the
Merkel Cell
         program had a 39.8% probability of success. To the extent this
estimate is based upon
         historical approval rates, please revise to discuss the limitations of
relying on this data.
Certain Agreements Related to the Merger, page 171

26.      Please disclose if any consideration was received by the shareholders
who have agreed to
         vote their shares in favor of the merger in connection with entering
into the Kintara
         Support Agreements and TuHURA Support Agreements. Please also disclose
the number
         of shares of the combined company that will be subject to lock-up
agreements and the
         term of the lock-up agreements that will be signed by TuHURA's
stockholders.
Certain Material U.S. Federal Income Tax Consequences of the Merger and the CVR
Distribution
Material U.S. Federal Income Tax Consequences of the Merger to Kintara..., page
174

27.      We note your disclosure that the parties "intend" for this transaction
to qualify as a
         reorganization within the meaning of Section 368(a) of the Internal
Revenue Code. Please
         file an opinion of counsel supporting this conclusion and revise your
disclosure here and
         in the Questions and Answers About the Merger section to clarify that
this conclusion is
         the opinion of counsel. For further guidance see Staff Legal Bulletin
No. 19 and Item
 Robert E. Hoffman
FirstName  LastNameRobert
Kintara Therapeutics, Inc. E. Hoffman
Comapany
June 7, 2024NameKintara Therapeutics, Inc.
June 7,
Page 6 2024 Page 6
FirstName LastName
         601(b)(8) of Regulation S-K. If there is uncertainty regarding the tax
treatment of the
         business combination, counsel   s opinion should discuss the degree of
uncertainty
Information about TuHURA
Business, page 231

28.      Please increase the size of the graphics appearing throughout this
section so that all text is
         legible.
29.      Please remove your statement that TuHURA is targeting a rolling BLA
submission to the
         FDA commencing in mid-2026 as this statement is premature given that
TuHURA has yet
         to commence or complete its Phase 3 clinical trial.
30.      Please revise the Overview section to clarify, if true, that TuHURA
has yet to conduct a
         trial where IFx-2.0 demonstrated a treatment effect that was
statistically significant.
TuHURA's Strategy, page 235

31.      We refer to the first bullet point appearing on page 235. Please
revise to state that such
         accelerated approval designations may not actually result in reduced
costs or a faster time
         to market, if approved. Please also clarify, if true, that the FDA
could require TuHURA to
         conduct a postmarketing confirmatory trial and that any accelerated
approval could be
         withdrawn.
Cancer Vaccines
IFx Technology, page 237

32.      Please revise this section or elsewhere, as appropriate, to briefly
explain plasmid DNA.
TuHURA's Clinical Development Program, page 241

33.      Please revise the bottom left portion of your graphic on page 242 with
equal prominence
         to clarify that the outcomes of clinical trials are inherently
uncertain, that there is no
         guarantee that the results from TuHURA's clinical trial will support
an accelerated
         approval or a full approval, that the SPA does not increase the
likelihood of marketing
         approval, that the FDA may disagree with TuHURA's conclusion that data
from the trial is
         sufficient for an approval and that the FDA may require TuHURA to
conduct additional
         clinical trials before granting any potential marketing approval.
Alternatively, please
         remove this portion of the graphic.
Phase 1b Trial in Metastatic Merkel Cell Carcinoma and Cutaneous Squamous Cell
Carcinoma,
page 242

34.      Please disclose the serious adverse event experienced by the one
cutaneous Squamous cell
         carcinoma patient in your Phase 1b Trial of IFx-2.0.
35.      We note your statement that this study successfully met predefined
endpoints for safety
 Robert E. Hoffman
Kintara Therapeutics, Inc.
June 7, 2024
Page 7
         and efficacy. Please identify the efficacy endpoints and explain how
they were met.
Market Opportunity, page 247

36.      Please revise the graphic on page 248 to clearly delineate drugs that
are not checkpoint
         inhibitors.
TuHURA's Manufacturing Strategy, page 248

37.      Please revise to describe how TuHURA's product candidates are
manufactured, as well as
         any associated challenges.
TuHURA Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations, page 287

38.      Please revise to disclose the costs incurred during each period
presented for each of your
         key research and development products/projects. If you do not track
your research and
         development costs by project, disclose that fact and explain why you
do not maintain and
         evaluate research and development costs by project. Provide other
quantitative or
         qualitative disclosure that provides more transparency as to the type
of research and
         development expenses incurred (i.e., by nature or type of expense)
which should reconcile
         to total research and development expense on the Consolidated
Statements of Operations.
Information About Kintara, page 296

39.      Please revise this section to prominently reflect your disclosure
elsewhere in the
         prospectus that TuHURA does not expect to advance any of Kintara's
technologies, other
         than the enrollment of ten CMBC patients in the clinical trial of
REM-001. Please also
         disclose the current status of this enrollment.
Kintara Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 317

40.      Please revise your filing to include all of the disclosures required
by Item 303(b) and (c)
         of Regulation S-K, such as liquidity and capital resources and results
of operations for the
         years ended June 30, 2023 and 2022. In addition, revise the heading
under Liquidity and
         Capital Resources on page 322 to be the six months rather than the
nine months ended
         December 31, 2022.
Security Ownership of Certain Beneficial Owners and Management, page 345
FirstName LastNameRobert E. Hoffman
41.    Please revise the table on page 348 to identify the natural person(s)
with voting and/or
Comapany   NameKintara
       dispositive controlTherapeutics,  Inc.
                           over the shares in the combined company that will be
held by K&V
       Investment
June 7, 2024 Page 7One,  LLC.
FirstName LastName
 Robert E. Hoffman
FirstName  LastNameRobert
Kintara Therapeutics, Inc. E. Hoffman
Comapany
June 7, 2024NameKintara Therapeutics, Inc.
June 7,
Page 8 2024 Page 8
FirstName LastName
General

42.      Please provide us your analysis as to whether Kintara Therapeutics,
Inc. is a shell
         company as defined in Rule 12b-2 of the Exchange Act or whether it
could become one
         prior to the closing of the merger. For guidance, see Special Purpose
Acquisition
         Companies, Shell Companies, and Projections, Release No. 33-11265
(January 24, 2024)
         at nt. 943.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Tara Harkins at 202-551-3639 or Vanessa Robertson at
202-551-3649 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any
other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:      Steven M. Skolnick, Esq.