Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction. Last May, Kintara Therapeutics, Inc., a Nevada corporation, filed a registration statement on Form S-4 in connection with a proposed reverse triangular merger with TuHURA Biosciences, Inc., a Delaware corporation. In the merger, the stockholders of TuHURA would receive shares in Kintara. Apparently, TuHURA did not want its stockholders to receive shares in a Nevada corporation. Thus, reincorporation of Kintara from Nevada to Delaware was a condition precedent to the merger. Earlier this month, Kintara's stockholders met at a special meeting to vote on the reincorporation and other proposals. Although the number of votes cast dwarfed the number of votes against, Kintara has reported that the proposal did not pass. Kintara subsequently filed a post-effective amendment to its registration statement to replace the Exhibit 5 opinion of counsel. This is required because if the merger is closed, a Nevada corporation rather than a Delaware corporation will be issuing the shares.
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