What changed in this filing

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Item 9A. Controls and Procedures

2021-09-28 compared with 2020-09-18 · 199 added, 204 removed, 432 unchanged (48% of the section changed)

Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed 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 that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2020.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, for the reasons set forth below, our disclosure controls and procedures were not effective as of June 30, 2020.

Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures in ensuring that material information required to be disclosed in our reports filed or submitted under the Exchange Act, has been made or known to them in a timely fashion.

Based on this evaluation, our CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2021.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures of the are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework provided in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based upon the evaluation, our management concluded that our internal control over financial reporting was not effective as of June 30, 2020 because of material weaknesses in our internal control over financial reporting.

A material weakness is a control deficiency or combination of deficiencies in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented or detected and corrected on a timely basis.

Our management concluded that we have a material weakness in the design and operating effectiveness of our internal controls over financial reporting because of inadequate segregation of duties over authorization, review and recording of transactions, as well as the financial reporting of such transactions.

Remediation Plan for the Material Weakness

Management has been actively engaged in developing remediation plans to address the above material weakness.

The remediation efforts in process or expected to be implemented include the following:

Management has engaged an external consulting firm to assist with our internal accounting functions and further enhance our internal controls which has increased the number of personnel involved in financial reporting.

Over the course of the fiscal year ended June 30, 2020, we have continued to integrate personnel from our external consulting firm into our systems of internal controls in the following areas:

Preparation and review of accounting and financial documents;

Payment processing procedures.

Despite the existence of this material weakness, we believe the financial information presented herein is materially correct and in accordance with generally accepted accounting principles in the United States.

While the implementation of improved controls and procedures has strengthened our internal control framework and disclosure controls, we continue to believe we have a material weakness related to the lack of sufficient segregation of duties.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report is not subject to attestation by our registered public accounting firm because we are not an accelerated filer under the Exchange Act.

Our management assessed, with the oversight of the board of directors, the effectiveness of our internal control over financial reporting as of June 30, 2021.

In making this assessment, management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management believes that it took the appropriate remediation steps with respect to the previously identified segregation of duties material internal control weakness during the fourth quarter, which included implementing enhanced review and approval controls covering the preparation and review of accounting and financial documents and payment processing procedures.

Based upon the evaluation, our management concluded that the previously identified material weakness no longer exists and our internal control over financial reporting was effective as of June 30, 2021.

Changes in Control Over Financial Reporting

During the fourth quarter of the year ended June 30, 2020, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting

As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address the material weakness or determine to supplement or modify certain of the remediation measures described above.

The Company has remedied the previous segregation of duties material internal control weakness.

Other than the remediation of the material weakness, there have been no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the year ended June 30, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

Because of the inherent limitations in internal control over financial reporting, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Because of the inherent limitations in a cost-effective controlled system, misstatements due to error or fraud may occur and not be detected.

Other Information.

On September 15, 2020, a total of 4,698,687 stock options were issued to executive officers and directors of the Company, all with an exercise price of $1.70 per share.

Specifically, the Board approved a grant of 2,715,004 stock options to Saiid Zarrabian, the Company’s President and Chief Executive Officer.

The first 1/6 of the grant, or 452,501 of the stock options vest on March 15, 2021 with the remaining stock options vesting in equal monthly installments over a period of 30 months commencing on April 15, 2021.

The Board also approved grants of 606,557 stock options, 87,437 stock options, 506,647 stock options and 303,041 stock options to Scott Praill, the Company’s Chief Financial Officer, to Dennis Brown, the Company’s Chief Scientific Officer, to John Liatos, the Company’s Senior Vice President, Business Development, and to Steve Rychnovsky, the Company’s Vice President, Research and Development, respectively.

Such stock options have the same vesting schedule as the stock options granted to Mr.

In addition, the Board approved a grant of 120,000 stock options to each of the Company’s four non-employee directors.

The stock options granted to the directors vest in 12 equal monthly installments beginning on October 15, 2020.

All of the stock options approved by the Board have a 10-year term and are subject to cancellation upon the grantees’ termination of service for the Company, with certain exceptions.

On September 22, 2021, a total of 435,000 stock options were issued to the Company’s five independent directors.

The stock options are exercisable at $1.24 per share and vest in 12 equal monthly installments beginning on October 22, 2021.

All of the stock options have a 10-year term and are subject to cancellation upon the grantees’ termination of service for the Company, with certain exceptions.

Directors, Executive Officers and Corporate Governance.

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Chief Scientific Officer

Scott Praill, CPA

Chief Financial Officer

Senior Vice President, Business Development, Director

Senior Vice President, Business Development

Steven Rychnovsky, PhD

Vice President, Research and Development

Toth, Jr., MBA

Laura Johnson

Hoffman has served as a director of Kintara since April 11, 2018 and as our Chairman since June 2, 2018.

He has served as a member of Kura Oncology, Inc.’s board of directors since March 2015 and as a member of Aslan Pharmaceuticals, Inc.’s board of directors since October 30, 2018.

Hoffman has served as Senior Vice President and Chief Financial Officer of Heron Therapeutics, Inc., a publicly-held pharmaceutical company since April 2017.

Hoffman has served as our director since April 11, 2018 and as our Chairman since June 2, 2018.

He has served as a member of Aslan Pharmaceuticals, Inc.’s (NASDAQ:ASLN) board of directors since October 2018, as a member of Antibe Therapeutics Inc.’s (TSE:ATE) board of directors since November 2020, and as a member of Saniona AB’s (STO:

SANION) board of directors since September 2021.

Hoffman served as Senior Vice President and Chief Financial Officer of Heron Therapeutics, Inc.

(NASDAQ:HRTX) a publicly-held pharmaceutical company from April 2017 to October 2020.

Prior to joining Heron Therapeutics, Inc., Mr.

Hoffman served as Executive Vice President and Chief Financial Officer of Innovus Pharmaceuticals, Inc., a publicly-held pharmaceutical company, from September 2016 to April 2017.

Hoffman served as Executive Vice President and Chief Financial Officer of Innovus Pharmaceuticals, Inc.

(OTC:INNV), a publicly-held pharmaceutical company, from September 2016 to April 2017.

From July 2015 to September 2016, Mr.

Hoffman served as Chief Financial Officer of AnaptysBio, Inc., a publicly-held biotechnology company.

Hoffman served as Chief Financial Officer of AnaptysBio, Inc.

(NASDAQ:ANAB), a publicly-held biotechnology company.

From June 2012 to July 2015, Mr.

Hoffman served as the Senior Vice President, Finance and Chief Financial Officer of Arena Pharmaceuticals, Inc., or Arena, a publicly-held biopharmaceutical company.

Hoffman served as the Senior Vice President, Finance and Chief Financial Officer of Arena Pharmaceuticals, Inc.

(NASDAQ:ARNA), or Arena, a publicly-held biopharmaceutical company.

From August 2011 to June 2012 and previously from December 2005 to March 2011, he served as Arena’s Vice President, Finance and Chief Financial Officer and in a number of various roles of increasing responsibility from 1997 to December 2005.

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Hoffman served as Chief Financial Officer for Polaris Group, a biopharmaceutical drug company.

Hoffman formerly served as a member of the board of directors of CombiMatrix Corporation, a molecular diagnostics company, MabVax Therapeutics Holdings, Inc., a biopharmaceutical company and Aravive, Inc., a clinical stage biotechnology company, from October 2018 to April 2020.

Hoffman serves as a member of the Financial Accounting Standards Board’s Small Business Advisory Committee and the steering committee of the Association of Bioscience Financial Officers.

Hoffman formerly served as a director and President, of the San Diego Chapter of Financial Executives International.

Hoffman formerly served as a member of the board of directors of Kura Oncology, Inc.

(NASDAQ:KURA), a cancer research company, CombiMatrix Corporation, a molecular diagnostics company, MabVax Therapeutics Holdings, Inc., a biopharmaceutical company and Aravive, Inc., a clinical stage biotechnology company.

Hoffman serves as a member of the steering committee of the Association of Bioscience Financial Officers.

Hoffman formerly served as a director and President of the San Diego Chapter of Financial Executives International and was an advisor to the Financial Accounting Standard Board (FASB) for 10 years (2010 to 2020) advising the United States accounting rulemaking organization on emerging issues and new financial guidance.

Hoffman holds a B.B.A.

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Hoffman’s financial and executive business experience qualifies him to serve on our Board of Directors.

Saiid Zarrabian has served as a director of Kintara since July 7, 2017, Chief Executive Officer since November 3, 2017, and President since January 1, 2018.

Saiid Zarrabian has served as our director since July 7, 2017, Chief Executive Officer since November 3, 2017, and President since January 1, 2018.

From 2014 to 2015 he operated a private personal business.

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Zarrabian has served as an advisor to Redline Capital Partners, S.A., a Luxembourg based investment firm.

From 2012 to 2014 he served as Chairman and member of the board of directors of La Jolla Pharmaceutical Company during which time the company transitioned from an OTC listed company to a NASDAQ listed company.

From 2012 to 2014 he served as Chairman and member of the board of directors of La Jolla Pharmaceutical Company (NASDAQ:LJPC) during which time the company transitioned from an OTC listed company to a Nasdaq listed company.

From 2012 to 2013 he served as President of the Protein Production Division of Intrexon Corporation, a synthetic biology company.

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Dennis Brown, PhD, has served as Kintara’s chief scientific officer since January 25, 2013.

He also served as a director of DelMar from February 11, 2013 to April 11, 2018.

He also served as a director of the Company from February 11, 2013 to April 11, 2018.

Brown is one of our founders and has served as Chief Scientific Officer and director of Del Mar (BC) since inception.

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He has served as Chairman of Mountain View Pharmaceutical’s board of directors since 2000 and is the President of Valent.

In 1999 he founded ChemGenex Therapeutics, which merged with a publicly traded Australian company in 2004 to become ChemGenex Pharmaceuticals (ASX:

In addition, since March 2020 he has served as a director of Rakovina Therapeutics, Inc., a Canadian public company (TSXV:RKV).

In 1999 he founded ChemGenex Therapeutics, which merged with a publicly traded Australian company in 2004 to become ChemGenex

Pharmaceuticals (ASX:

CXSP), of which he served as President and a Director until 2009.

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patents and applications, many with foreign counterparts.

Scott Praill, CPA, BSc.

has served as our chief financial officer since January 29, 2013 and previously served as a consultant to Del Mar (BC).

Scott Praill has served as our chief financial officer since January 29, 2013 and previously served as a consultant to Del Mar (BC).

From 2004 to 2012 Mr.

Praill was an independent consultant providing accounting and administrative services to companies in the resource industry.

Pr aill served as CFO of Strata Oil & Gas, Inc.

from June 2007 to September 2008.

From November 1999 to October 2003 Mr.

Praill was Director of Finance at Inflazyme Pharmaceuticals Inc.

Praill completed his articling at Price Waterhouse (now Pricewaterhou seCoopers LLP) and obtained his Chartered Professional Accountant designation in 1996.

Praill completed his articling at Price Waterhouse (now PricewaterhouseCoopers LLP) and obtained his Chartered Professional Accountant designation in 1996.

Praill obtained his Certified Public Accountant (Illinois) designation in 2001.

Praill received a Financial Management Diploma (Honors), from British Columbia In stitute of Technology in 1993, and a Bachelor of Science from Simon Fraser University in 1989.

John Liatos has served as senior vice president, business development and as a director of Kintara since August 19, 2020.

He previously served as Adgero’s interim Chief Executive Officer since April 2018, Chief Financial Officer since October, 2017 and a director of Adgero since April 2020.

Praill received a Financial Management Diploma (Honors), from British Columbia Institute of Technology in 1993, and a Bachelor of Science from Simon Fraser University in 1989.

John Liatos has served as our senior vice president, business development since August 19, 2020.

He previously served on our Board of Directors from August 2020 through April 2021.

Until Adgero’s acquisition in August 2020, Mr.

Liatos also served as Adgero’s interim Chief Executive Officer since April 2018, Chief Financial Officer since October 2017 and a director of Adgero since April 2020.

Liatos has over 20 years of financial and operational experience in the private equity and venture capital industries.

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in Business Administration from the Citadel.

Liatos’ business executive knowledge and experience qualify him to serve on our board of directors.

S teven Rychnovsky, PhD has served as Kintara’s vice president, research and development since August 19, 2020.

S teven Rychnovsky, PhD has served as our vice president, research and development since August 19, 2020.

He previously served as Adgero’s Vice President of Operations and Product Development since 2016, and has held identical positions with Adgero since 2012.

Rychnovsky is a co-founder of Adgero and has experience in all aspects of the photodynamic therapy (“PDT”) developed by Miravant Medical Technologies, and its wholly-owned subsidiaries, a former public pharmaceutical and research development company (collectively, “Miravant”), and, since 2012, Dr.

Rychnovsky has worked with Dr.

Pilkiewicz to develop Adgero’s business strategy and plans for commercialization of the REM-001 Therapy product, consisting of three parts, the laser light source, the light delivery device and the drug REM-001 (collectively, the “REM-001 Therapy”).

Rychnovsky has worked with Adgero to develop its business strategy and plans for commercialization of the REM-001 Therapy product, consisting of three parts, the laser light source, the light delivery device and the drug REM-001 (collectively, the “REM-001 Therapy”).

From 2008 to 2012 Dr.

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He worked with Endocole from 2012 to 2015, where he focused on raising initial grant financing and worked in the development and preclinical testing of its proof-of-concept device and was a co-inventor of Endocole, LLC’s key intellectual property.

EndoCole has completed its initial preclinical studies and is currently raising private funding to initiate a clinical study.

From 2008 to 2012, Dr.

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in electrical engineering from the University of Minnesota, and has a PhD in photonics from the University of Iowa.

Toth, Jr., MBA has served as a director of Kintara since August 20, 2013 and serves as Chair of Kintara’s Compensation Committee.

has served as our director since August 20, 2013 and serves as Chair of our Compensation Committee.

Since 2005, Mr.

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His responsibilities included the analysis of commercial, clinical and scientific fundamentals of oncology and genomics-based biotechnology companies on behalf of institutional investors.

Toth was named to the Wall Street Journal’s Allstar List for stock picking in 1999.

Toth was named to the Wall Street Journal’s Allstar List for stock

picking in 1999.

Toth received an MBA from the University of Washington and Bachelor of Science degrees in Biological Sciences and Biochemistry from California Polytechnic State University, San Luis Obispo.

Toth’s financial and biotechnology industry knowledge and experience quality him to serve on our board of directors.

Laura Johnson has served as a director of Kintara since June 26, 2020.

Laura Johnson has served as our director since June 26, 2020 and serves as Chair of our Nominating and Corporate Governance Committee.

Johnson currently serves as the President and Chief Executive Officer of Next Generation Clinical Research, a contract research organization that Ms.

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Additionally, Ms.

Johnson is the President and Chief Executive Officer of Eufa eria Biosciences, Inc., a development biotechnology company that she founded in 2016.

Johnson is the President and Chief Executive Officer of Eufaeria Biosciences, Inc., a development biotechnology company that she founded in 2016.

Johnson is also a founder and former member of the board of directors of SB Bancorp, Inc., a financial holding company, and Settlers Bank, Inc., a Wisconsin chartered business bank.

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LJPC), a biopharmaceutical company, since 2013, Odonate Therapeutics (Nasdaq:

ODT), a biopharmaceutical company, since 2018, H armony Hill Farm Sanctuary since 2019 and Agrace HospiceCare from 2013 to 2016.

In 2008 and 2010, she was honored as a biotechnology entrepreneur by the national organization, Women in Bio, and in 2008 received the Rising Star Award by the Wisconsin Biotec h and Medical Device Association.

ODT), a biopharmaceutical company, since 2018, Harmony Hill Farm Sanctuary since 2019 and Agrace HospiceCare from 2013 to 2016.

Most recently, she was the recipient of the Wisconsin Biohealth Business Award at the BioForward Annual Biohealth Summit in October 2019.

Johnson holds a nursing degree from The University of the State of New York-Alba ny.

Johnson holds a nursing degree from The University of the State of New York-Albany.

Johnson’s biotechnology industry and executive knowledge and experience qualify her to serve on our Board of Directors.

Keith Murphy has served as a director of director of Kintara since August 19, 2020.

He served as a director of Adgero since August 2017.

Adgero since August 2017.

Murphy is Chairman, CEO and a founder of Viscient Bio, Inc., a biotech therapeutics company at the forefront of 3D human tissue disease modeling.

Murphy previously was a founder and Chairman Emeritus of and served as the President, Chief Executive Officer of Organovo Holdings, Inc.

from July 2007 through April 2017 and served as the Chairman of the board of directors from July 2007 through August 2017.

Murphy previously served at Alkermes, Inc.

Keith Murphy has served as our director since August 19, 2020.

Murphy previously served as a director of Adgero until Adgero’s acquisition in August 2020.

Since August 2017, Mr.

Murphy has served as the Chairman, Chief Executive Officer and a founder of Viscient Bio, Inc., a biotech therapeutics company at the forefront of 3D human tissue disease modeling.

Murphy is a founder of Organovo Holdings, Inc.

(“Organovo”), a biotech company focused on the development of bioprinted human tissues, and previously served as its President and Chief Executive Officer from July 2007 through April 2017 as well as the Chairman of its board of directors from July 2007 through August 2017.

Recently, Mr.

Murphy rejoined the board of Organovo in July 2020 and currently serves as Executive Chairman since September 2020.

Previously, Mr.

Murphy served at Alkermes, Inc.

ALKS), a biotechnology company, from July 1993 to July 1997, where he played a role on the development team for their first approved product, Nutropin (hGH) Depot.

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Murphy’s technical, operational, and extensive public capital markets experience qualify him to serve on our Board of Directors.

Our chief executive and chief financial officers are full-time employees and devote 100% of their business time to us.

Seymour has served as our director since April 29, 2021 and Chair of our Audit Committee since July 1, 2021.

Seymour has more than 30 years of life sciences industry experience including 20 years as a chief financial officer.

She currently serves as a board member and audit committee chair of Artelo Biosciences, Inc.

ARTL), and KemPharm, Inc.

KMPH), both publicly-traded clinical-development stage companies.

Seymour served on the board of directors of Beacon Discovery, Inc.

from 2018 until their acquisition in 2021.

Seymour was Interim Chief Financial Officer of Immunic, Inc.

IMUX), a publicly-traded clinical-stage drug development company in 2019.

She served as Chief Financial Officer of Signal Genetics, Inc., (Nasdaq:

VRDN) a publicly-traded molecular diagnostics company, from 2014 to 2017, HemaQuest Pharmaceuticals, Inc., a venture-backed clinical-stage drug development company, from 2010 to 2014 and Favrille, Inc., a previously publicly-traded clinical-stage drug development company, from 2001 to 2009.

While at these companies, she led multiple private and public financings, including Favrille’s IPO.

In addition, she was instrumental in M&A transactions and led the finance, investor relations, human resources, administration and managed care and payor reimbursement functions.

Seymour is a Certified Public Accountant (inactive).

She received an MBA, with an emphasis in Finance, from Georgia State University, and a bachelor's degree in Business Administration, with an emphasis in Accounting from Valdosta State University.

Seymour also participated in an executive management program at Kellogg Graduate School of Management at Northwestern University.

Seymour’s professional experience and financial expertise qualify her to serve on our Board of Directors.

Our chief executive and chief financial officers as well as our vice presidents are full-time employees and devote 100% of their business time to us.

Our consulting agreement with Dr.

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Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (3) above, or to be associated with persons engaged in any such activity;

being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or state securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent ceas e-and-desist order, or removal or prohibition order , or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

We are not involved in any litigation that we believe could have a material adverse effect on our financial position or results of operations.

There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting our Company or our officers or directors in their capacities as such.

Board Committees

The board of directors has formed an Audit Committee, which currently consists of Robert E.

Hoffman, Chair, Robert Toth, Laura Johnson, and Keith Murphy all of whom are independent (as that term is defined under the Nasdaq Marketplace Rules) and financially literate (as such qualification is interpreted by the board of directors in its business judgment).

In addition, our board of directors has determined that Mr.

Hoffman qualifies as an audit committee financial expert within the meaning of SEC regulations and The NASDAQ Marketplace Rules.

The board of directors has also formed a Nominating and Corporate Governance Committee which consists of Laura Johnson, Chair, Robert Toth, and Keith Murphy.

The board of directors has formed an Audit Committee which currently consists of Tamara A.

Seymour, Chair, Robert E.

Hoffman, Robert J.

Toth, Jr., and Laura Johnson all of whom are independent (as that term is defined under the Nasdaq Marketplace Rules) and financially literate (as such qualification is interpreted by the board of directors in its business judgment).

In addition, our board of directors has determined that each of Ms.

Seymour and Mr.

Hoffman qualify as audit committee financial experts within the meaning of SEC regulations and The NASDAQ Marketplace Rules.

The board of directors has also formed a Nominating and Corporate Governance Committee which consists of Laura Johnson, Chair, Robert J.

Toth, Jr., and Keith Murphy.

The Nominating and Corporate Governance Committee assists the board of directors in fulfilling its oversight responsibilities relating to corporate governance practices and policies.

In addition, the board of directors has formed a Compensation Committee which consists of Robert Toth, Chair, Keith Murphy, and Robert E.

In addition, the board of directors has formed a Compensation Committee which consists of Robert J.

Toth, Jr., Chair, Keith Murphy, and Robert E.

The Compensation Committee assists the board of directors in fulfilling its oversight responsibilities relating to compensation matters, including compensation of the directors and our senior management and the administration of our compensation plans.

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At our 2021 annual meeting of stockholders, stockholders voted, on an advisory, non-binding basis, to approve the compensation paid to the company’s named executive officers, as disclosed in the proxy statement for the 2021 annual meeting.

Our stockholders also voted, on an advisory, non-binding basis, that such votes on named executive officer compensation should be held every three years.

At our 2018 annual meeting, our stockholders voted, on an advisory, non-binding basis, that such votes on named executive officer compensation should be held every three years.

The next advisory, non-binding vote to approve named executive officer compensation is expected to occur in connection with the 2024 annual meeting of stockholders.

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Name and Principal Position

Saiid Zarrabian, President and

Saiid Zarrabian, President

June 30, 2021

June 30, 2020

Dennis Brown, PhD, Chief

Scientific Officer

Scott Praill, Chief Financial Officer (2)

June 30, 2021

June 30, 2020

Scott Praill, Chief Financial

John Liatos, Senior V.P.,

Business Development (3)

June 30, 2021

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Zarrabian was appointed as our permanent president and chief executive officer.

Under the agreement, Mr.

Zarrabian will receive an annual base salary of $470,000 and will be eligible to receive a fiscal year target bonus of up to 50% of base salary (which may be adjusted by the board of directors to up to 60% of base salary based on overachievement of bonus targets or other performance criteria).

Under the agreement, as amended, Mr.

Zarrabian will receive an annual base salary of $470,000 (which may be adjusted on an annual basis in the discretion of the board of directors) and will be eligible to receive a fiscal year target bonus of up to 50% of base salary (which may be adjusted by the board of directors to up to 75% of base salary based on overachievement of bonus targets or other performance criteria).

In September 2020, the Compensation Committee of the Board of Directors approved an additional bonus in the amount of $70,500 for performance during fiscal 2020, which amount is included in the $352,500.

Any bonus earned for a fiscal year will be payable in cash, but the board of directors may pay up to 50% of the bonus, as well as any bonus in excess of 50% of base salary, in the form of stock options granted under the 2017 Plan (or any successor plan).

The bonus for our fiscal year ended June 30, 2019 was based on the period from the effective date of the agreement (May 21, 2018) through June 30, 2019.

The employment agreement may be terminated by us with or without cause (as defined therein).

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Zarrabian will receive 100% of his target bonus, and his options will be fully vested.

During the fiscal year ended June 30, 2020, Mr.

Zarrabian was granted stock options.

On September 5, 2019 he was granted 457,650 stock options that are exercisable at $0.61 per share until September 5, 2029.

Of the stock options granted, 241,438 were shares issuable upon the exercise of stock options which were subject to stockholder approval of the increase in the number of shares authorized for issuance under the 2017 Plan.

On June 26, 2020 at our annual meeting of stockholders, the proposal to increase the number of shares authorized for issuance under the 2017 Plan was approved and the 241,438 stock options were issued.

On September 1 5, 20 20 Mr.

Zarrabian was granted 2,715,004 stock options that are exercisable at $ 1.70 per share until September 1 5, 20 30 .

On November 11, 2020, 279,675 stock options previously granted to Mr.

Zarrabian at $0.61 per share had their vesting accelerated such that the 279,675 stock options all vested on November 11, 2020.

Zarrabian’s bonus for the fiscal year ended June 30, 2021 was $ 180,830 .

On January 1, 2015, we entered into a consulting agreement with Dr.

Dennis Brown, our chief scientific officer.

Subsequent to this agreement, it has been amended and is now renewed on an annual basis.

Under the most recent renewal, Dr.

Brown will continue to serve as our chief scientific officer until December 31, 2020, which period may be extended in accordance with the terms of the agreement.

We will pay Dr.

Brown an annual consulting fee of $200,000.

During fiscal years 2020 and 2019, we paid Dr.

Brown a consulting fee of $200,000.

We may also pay to Dr.

Brown a bonus and incentive compensation as determined at the discretion of the board of directors.

The consulting agreement with Dr.

Brown does not specify the amount of time Dr.

Brown is required to devote to us, but does require that Dr.

Brown provide us with the full benefit of his knowledge, expertise and ingenuity, and prohibits Dr.

Brown from engaging in any business, enterprise or activity contrary to or that would detract from our business.

During the fiscal year ended June 30, 2020, Dr.

Brown was granted stock options.

On September 5, 2019 he was granted 100,000 stock options that are exercisable at $0.61 per share until September 5, 2029.

In addition, on November 12, 2019 he was granted 250,000 stock options that are exercisable at $0.735 until November 12, 2029.

Of the stock options granted on September 5, 2019, 52,756 stock options and the 250,000 stock options granted on November 12, 2019 were shares issuable upon the exercise of stock options which were subject to stockholder approval of the increase in the number of shares authorized for issuance under the 2017 Plan.

On June 26, 2020 at our annual meeting of stockholders, the proposal to increase the number of shares authorized for issuance under the 2017 Plan was approved and the 52,756 and 250,000 stock options, respectively, were issued.

On February 9, 2017, we entered into an employment agreement with Scott Praill, our chief financial officer.

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Praill’s base salary plus one additional month’s base salary for each completed year of service, up to 18 months’ base salary.

On November 8, 2018, Mr.

Praill was granted 10,000 stock options that are exercisable at $6.099 until November 8, 2028 for total compensation expense of $30,627.

During the fiscal year ended June 30, 2020, Mr.

Praill was granted stock options.

On September 15, 2020 he was granted 606,557 stock options that are exercisable at $1.70 per share until September 15, 2030.

Of the stock options granted, 57,170 were shares issuable upon the exercise of stock options which were subject to stockholder approval of the increase in the number of shares authorized for issuance under the 2017 Plan.

On June 26, 2020 at our annual meeting of stockholders, the proposal to increase the number of shares authorized for issuance under the 2017 Plan was approved and the 57,170 stock options were issued.

Praill’s bonus for the fiscal year ended June 30, 2021 was $79,808.

On March 1, 2018, Adgero entered into an amended and restated employment agreement with John Liatos which is for an indefinite term.

Under the terms of Mr.

Liatos’s amended and restated employment agreement, Mr.

Liatos receives an annual base salary of $320,000 (which may be adjusted on an annual basis in the discretion of the board of directors).

In addition, Mr.

Liatos is eligible to receive an annual bonus, which is targeted at up to 35% of his base salary.

Liatos is also eligible to receive, from time to time, equity awards.

The employment agreement provides for accelerated vesting of all unvested equity awards granted to Mr.

Liatos upon certain terminations of employment following a change in control (as defined therein).

If the employment agreement is terminated without cause (as defined in therein) or Mr.

Liatos terminates his employment for good reason (as defined in therein), severance is payable including:

(i) continued payments of eight months of his annual base salary, paid in installments in accordance with the Company’s regular payroll practices;

(ii) reimbursement of healthcare continuation payments under Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period of eight months;

and (iii) an additional six months of service vesting credit for each of his stock options outstanding at the time of his termination, and all of his vested options will remain exercisable for up to a twelve-month period measured from his termination date (or earlier expiration of the options term).

Notwithstanding the foregoing, Mr.

Liatos’s post-employment healthcare coverage payments as described herein will cease at such time as Mr.

Liatos becomes otherwise eligible to obtain alternative healthcare coverage from a new employer if such event occurs prior to the expiration of his receipt of such benefit.

Liatos’s severance benefits will be subject to reduction to the extent doing so would put him in a better after-tax position after taking into account any excise tax he may incur under Section 4999 of the Code in connection with any change in control of us or his subsequent termination of employment.

Liatos is also subject to non-compete and non-solicitation provisions, which will apply during the term of his employment and for a period of twelve months following termination of his employment.

Upon the closing of the merger with Adgero, Mr.

Liatos’ employment contract was continued by the Company.

On September 15, 2020 Mr.

Liatos was granted 506,647 stock options that are exercisable at $1.70 per share until September 15, 2030.

Liatos’ performance bonus for the fiscal year ended June 30, 2021 was $49,725 and he also received a retention bonus of $56,000.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth outstanding equity awards to our named executive officers as of June 30, 2020, reflecting the one-for-ten reverse stock split that occurred on May 8, 2019.

The following table sets forth outstanding equity awards to our named executive officers as of June 30, 2021.

Option awards

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September 5, 2029

Dennis Brown, PhD

February 1, 2022

August 15, 2023

February 17, 2027

September 15, 2030

November 12, 2029

February 1, 2022

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September 5, 2029

Stock options vest as to 1,200 on June 30, 2018, and 300 options vest each three months thereafter starting September 30, 2018.

Stock options vest pro rata monthly until full vesting on November 3, 2018.

Stock options vest as to 1/6 th on November 21, 2018 with the remaining shares vesting in equal monthly installments over a period of 30 months commencing on December 21, 2018.

Stock options vest pro rata monthly until fully vesting on February 17, 2020.

Original exercise price was CDN $20.00.

Price was amended to USD $20.00 on June 30, 2016.

All other terms of the option grants remain unchanged.

Stock options vest as to 1/6 th on May 8, 2019 with the remaining shares vesting in equal monthly installments over a period of 30 months commencing on June 8, 2019.

September 15, 2030

On November 11, 2020, the Board of Directors approved the accelerated vesting of 279,675 stock options such that all remaining stock options issued at $0.61 per share fully vested on November 11, 2020.

Stock options vest as to 1/6 th on March 15, 2021 with the remaining shares vesting in equal monthly installments over a period of 30 months commencing on April 15, 2021.

Stock options vest based on the achievement of certain clinical milestones.

Stock options vest as to 1/6 th on March 5, 2020 with the remaining shares vesting in equal monthly installments over a period of 30 months commencing on April 5, 2020.

Stock options vest as to 1/6 th on May 8, 2019 with the remaining shares vesting in equal monthly installments over a period of 30 months commencing on June 8, 2019.

Director Compensation

Director compensation is intended to provide an appropriate level of remuneration considering the responsibilities, time requirements, and accountability of the directors.

The following table sets forth direc tor compensation for the fiscal year ended June 30, 2020 (excluding compensation to our executive officers set forth in the summary compensation table above) paid by us , reflecting the one-for-ten reverse stock split that occurred on May 8, 2019.

The following table sets forth director compensation for the fiscal year ended June 30, 2021 paid by us (excluding compensation to our executive officers set forth in the summary compensation table above).

Incentive Plan

Lynda Cranston

Napoleone Ferrara, MD

Robert J, Toth, Jr.

Laura Johnson

Lynda Cranston (4)

Napoleone Ferrara, MD (4)

For our fiscal year ended June 30, 2021, our directors were paid a $40,000 annual retainer, an additional annual retainer for chairing a committee, a retainer for being a member of a committee, and the chairman of the board was paid an additional annual retainer of $35,000.

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The options vest pro rata over one year from the date of grant.

Of the stock options granted, 39,567 for each independent director were shares issuable upon the exercise of stock options which were subject to stockholder approval of the increase in the number of shares authorized for issuance under the 2017 Plan.

On June 26, 2020 at our annual meeting of stockholders, the proposal to increase the number of shares authorized for issuance under the 2017 Plan was approved and the 39,567 stock options for each independent director were issued.

Bell did not stand for re-election at our annual meeting of stockholders held on June 26, 2020.

As a result, he forfeited any unvested stock options as of June 26, 2020.

Johnson was elected to the board of directors at our annual meeting of stockholders held June 26, 2020.

Seymour was appointed to our board of directors on April 29, 2021 and was elected to the board of directors at our annual meeting of stockholders held June 25, 2021.

On April 29, 2021, Ms.

Seymour was granted 75,000 stock options exercisable at $1.37 per share until April 29, 2031.

The options vest as to 1/3 on April 29, 2022 with the remainder vesting in equal tranches over the next eight quarters beginning July 29, 2022.

Cranston and Dr.

Ferrara resigned from the Board of Directors on August 19, 2020.

As a result, they forfeited any unvested stock options as of August 19, 2020.

Risk Management

We do not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on us.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.

The following table sets forth certain information, as of September 15, 2020, with respect to the beneficial ownership of the outstanding common stock, reflecting our one-for-ten reverse stock split occurring on May 8, 2019, by (i) any holder of more than five (5%) percent;

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information, as of September 28, 2021, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent;

(ii) each of our executive officers and directors;

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All officers and directors as a group (8 persons)

Estate of Frank Pilkiewicz

Except as otherwise indicated, the address of each beneficial owner is c/o Kintara Therapeutics, Inc., 12707 High Bluff Dr., Suite 200, San Diego, CA 92130.

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Includes 1,612,721 shares issuable upon the exercise of vested stock options.

Includes 53,750 shares held by Valent Technologies, LLC, 60,751 shares issuable upon exercise of vested stock options, 2,125 shares issuable upon exercise of warrants held by Dr.

Brown, and 750 shares issuable upon the conversion of Series B Preferred Stock.

Includes 62,548 shares issuable upon exercise of vested stock options, 1,250 shares issuable upon exercise of warrants and 938 shares upon the conversion of Series B Preferred Stock.

Includes shares received upon the exchange of Adgero common shares.

Includes shares received upon the exchange of Adgero common shares and 58,236 shares issuable upon exercise of warrants.

Includes 197,022 shares issuable upon exercise of vested stock options.

Includes 85,600 shares issuable upon exercise of vested stock options and 325 shares issuable upon the conversion of Series B Preferred Stock.

The address of the stockholder is 810 Seventh Avenue, 22nd Floor, New York, NY 10019.

Includes 80,104 shares held by A.K.S.

Family Partners, L.P.

(“AKSLP”) and 157 shares of Common Stock held by the AKS Family Foundation (“AKS”), (ii) 285,820 shares issuable upon the exercise of warrants, and (iii) 3,125 shares issuable upon the conversion of Series B Preferred Stock.

Stern has voting and investment control of the securities held by AKSLP and AKS.

Stern disclaims beneficial ownership of the securities held by AKSLP and AKS except as relates to this pecuniary interest in such securities.

Does not include 258,996 shares underlying shares of Series C Preferred Stock or 744,600 shares of Common Stock underling Series C Preferred Stock issuable upon exercise of a warrant due to the beneficial ownership limitation of provision relating to the Series C Preferred Stock.

Includes (i) 7 5,223 shares held by his spouse, (ii) 9, 715 s hares issuable upon the exercise of warrants owned by his spouse, and (iii) 46,880 shares owned by his children .

The address of Estate of Frank Pilkiewicz is Attn:

Fox Rothchild, LLP, 997 Lenox Drive, Lawrenceville, NJ 08648.

Includes 337,873 shares issuable upon exercise of vested stock options.

Includes 136,666 shares issuable upon exercise of vested stock option.

Includes 53,750 shares held by Valent Technologies, LLC and 248,623 shares issuable upon exercise of vested stock options.

Includes 222,266 shares issuable upon exercise of vested stock options.

Includes 219,266 shares issuable upon exercise of vested stock options.

Includes 136,666 shares issuable upon exercise of vested stock options.

Includes 5,834 shares issuable upon exercise of vested stock options.

Securities Authorized for Issuance Under Equity Compensation Plans

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available for

first column)

Equity compensation plans approved by security holders (1)

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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”) under the 2017 Plan.

Under the 2017 Plan, as amended by an amendment approved by the board of directors on September 5, 2019, and our stockholders at its annual meeting of stockholders held on June 26, 2020, 2,280,000 shares of our common stock are reserved for issuance, less the number of shares of our common stock issued under the Legacy Plan or that are subject to grants of stock options made, or that may be made, under the Legacy Plan.

A total of 164,235 shares of our common stock, net of forfeitures, have been issued under the Legacy Plan and/or are subject to outstanding stock options granted under the Legacy Plan, and a total of 1,394,964 shares of our common stock have been issued under the 2017 Plan and/or are subject to outstanding stock options granted under the 2017 Plan leaving a potential 720,801 shares of our common stock available for issuance under the Plan if all such options under the Legacy Plan were exercised and no new grants are made under the Legacy Plan.

The maximum number of shares of our common stock with respect to which any one participant may be granted awards during any calendar year is 8% of our fully diluted shares of common stock on the date of grant (excluding the number of shares of our common stock issued under the 2017 Plan and/or the Legacy Plan or subject to outstanding awards granted under the 2017 Plan and/or the Legacy Plan).

Under the 2017 Plan, as amended by our board of directors, and our stockholders at our annual meeting of stockholders held on June 25, 2021, 13,000,000 shares of our common stock are reserved for issuance, less the number of shares of our common stock issued under the Legacy Plan or that are subject to grants of stock options made, or that may be made, under the Legacy Plan.

A total of 135,775 shares of our common stock, net of forfeitures, have been issued under the Legacy Plan and/or are subject to outstanding stock options granted under the Legacy Plan, and a total of 6,256,584 shares of our common stock have been issued under the 2017 Plan and/or are subject to outstanding stock options granted under the 2017 Plan leaving a potential 6,413,891 shares, net of exercises, of our common stock available for issuance under the Plan if all such options under the Legacy Plan were exercised and no new grants are made under the Legacy Plan.

The maximum number of shares of our common stock with respect to which any one participant may be granted awards during any calendar year is 8% of

our fully diluted shares of common stock on the date of grant (excluding the number of shares of our c ommon s tock issued under the 2017 Plan and/or the Legacy Plan or subject to outstanding awards granted under the 2017 Plan and/or the Legacy Plan).

No award will be granted under the 2017 Plan on or after July 7, 2027, but awards granted prior to that date may extend beyond that date.

Subsequent to June 30, 2020, the 2017 Plan was amended by an amendment approved by the board of directors on June 7, 2020, and our stockholders at the special meeting of stockholders held on August 14, 2020, to increase the number of shares reserved for issuance to 6,700,000 shares.

Certain Relationships and Related Transactions, and Director Independence.

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The Assignment has a term (on a country-by-country basis), of the later of ten years or until patent rights covered by the Assignment no longer exist, subject to earlier termination in the event Del Mar (BC) breaches its payment obligations and fails to remedy such breach within 60 days, or if either party materially beaches any of its obligations and does not cure such breach within 30 days after receipt of notice thereof.

Pursuant to a loan agreement dated February 3, 2011, between Del Mar (BC) and Valent, Valent loaned Del Mar $250,000 for the purchase of the prototype drug pro duct under the Assignment.

Pursuant to a loan agreement dated February 3, 2011, between Del Mar (BC) and Valent, Valent loaned Del Mar $250,000 for the purchase of the prototype drug product under the Assignment.

The loan is unsecured, bears interest at 3% per year, and is payable on demand.

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Cloud and one hundred forty thousand dollars ($140,000) to Steven Rychnovsky, PhD.

With respect to the $300,000 and $700,000 potential milestone payments referenced above (each a “Milestone Payment”), if either such Milestone Payment becomes payable, and in the event we elect to pay either such Milestone Payment in shares of our common stock, the value of the common stock will equal the price per share of the most recent financing, or, if we are considered to be a publicly-traded company, the average of the closing price per share of our common stock over the twenty (20) trading days following the first public announcement of the applicable event described above.

be a publicly-traded company, the average of the closing price per share of our common stock over the twenty (20) trading days following the first public announcement of the applicable event described above.

In addition, we must pay to St.

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Hoffman, Robert J.

Toth, Jr., Laura Johnson, and Keith Murphy are independent as that term is defined under the Nasdaq Marketplace Rules.

Principal Accou nting Fees and Services.

On July 31, 2019, Marcum LLP (“Marcum”), Certified Public Accountants, were appointed as our new auditors.

Ernst & Young LLP (“E&Y”), Chartered Professional Accountants, were our auditors until July 31, 2019.

The following is a summary of fees paid by us for professional services rendered by Marcum for the year ended June 20, 2020 and by E&Y for the year ended June 30, 2019.

Toth, Jr., Laura Johnson, Tamara A.

Seymour, and Keith Murphy are independent as that term is defined under the Nasdaq Marketplace Rules.

Principal Accounting Fees and Services.

On July 31, 2019, Marcum LLP (“Marcum”), Certified Public Accountants, were appointed as our auditors.

The following is a summary of fees paid by us for professional services rendered by Marcum for the years ended June 30, 2021 and 2020.

Audit related fees

All other fees

Audit fees represent fees for professional services performed by Marcum or E&Y for the audit of our annual financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit fees represent fees for professional services performed by Marcum for the audit of our annual financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-related fees.

Audit-related fees represent fees for assurance and related services performed by Marcum or E&Y that are reasonably related to the performance of the audit or review of our financial statements.

Neither Marcum nor E&Y has not performed any tax compliance services for us during the years ended June 30, 2020 or 2019.

Audit-related fees represent fees for assurance and related services performed by Marcum that are reasonably related to the performance of the audit or review of our financial statements.

Marcum has not performed any tax compliance services for us during the years ended June 30, 2021 or 2020.

All other fees.

Neither Marcum nor E&Y received any other fees from us for the years ended June 30, 2020 or 2019.

Marcum has not received any other fees from us for the years ended June 30, 2021 or 2020.

In accordance with applicable laws, rules and regulations, our audit committee charter and pre-approval policies established by the audit committee require that the audit committee review in advance and pre-approve all audit and permitted non-audit fees for services provided to us by our independent registered public accounting firm.

The services performed by, and the fees to be paid to Marcum and E&Y, in 2020 and 2019, respectively, were approved by the audit committee.

The services performed by, and the fees to be paid to, Marcum in 2021 and 2020, respectively, were approved by the audit committee.

Exchange Agreement, dated January 25, 2013, among the Company, Exchangeco, Callco, Del Mar (BC) and securityholders of Del Mar (BC) (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2013)

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Certificate of Designation of Preferences, Rights and Limitations of Series C-3 Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2020)

Certificate of Amendment to the Articles of Incorporation, as amended, of Kintara Therapeutics, Inc., dated June 25, 2021 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2021)

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1/A filed with the SEC on July 9, 2015)

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Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2020)

Description of Securities*

Description of Securities (incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 10-K filed with the SEC on September 18, 2020)

Form of Warrant Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 27, 2021)

Form of Pre-Funded Warrant Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 27, 2021)

Form of Placement Agent Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 27, 2021)

Asset Purchase Agreement, dated as of November 26, 2012, by and between Adgero Biopharmaceuticals Holdings, Inc.

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Amendment to the 2017 Omnibus Equity Incentive Plan of Kintara Therapeutics, Inc.

Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated July 31, 2019 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2019).

Letter from Ernst & Young LLP to the U.S.

Securities and Exchange Commission, dated October 1, 2019 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2019).

(incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the SEC on September 18, 2020)

Amendment to the 2017 Omnibus Equity Incentive Plan of Kintara Therapeutics, Inc.*

Form of Securities Purchase Agreement, dated September 23, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 27, 2021)

List of Subsidiaries*

Consent of Ernst & Young, LLP*

Consent of Marcum, LLP*

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Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

XBRL Instance Document *

XBRL Taxonomy Extension Schema Document *

XBRL Taxonomy Extension Calculation Linkbase *

XBRL Taxonomy Extension Definition Linkbase *

XBRL Taxonomy Extension Labels Linkbase *

XBRL Taxonomy Extension Presentation Linkbase *

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.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Confidential treatment is requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act.

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September 28, 2021

/s/ John Liatos

/s/ Tamara Seymour

September 28, 2021

Tamara Seymour

/s/ Robert J.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures