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KURA Kura Oncology

Filed: 29 Jul 21, 7:36am

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2021

 

 

Kura Oncology, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-37620 61-1547851

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

12730 High Bluff Drive, Suite 400

San Diego, CA

 92130
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 500-8800

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share KURA The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On July 28, 2021, the Board of Directors (the “Board”) of Kura Oncology, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Helen Collins, M.D. as a Class II director of the Company, with a term of office expiring at the 2022 annual meeting of stockholders. There are no arrangements or understandings between Dr. Collins and any other person pursuant to which she was selected as a director. In addition, there are no transactions in which Dr. Collins has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Compensation Policy”), Dr. Collins (i) will receive an annual cash retainer of $40,000 for service on the Board, and (ii) was granted on the date of her appointment an option to purchase (a) 46,000 shares of the Company’s common stock, which vests annually over a three year period, and (b) 19,166 shares of the Company’s common stock, which vests in full on the one year anniversary of the date of grant. The Compensation Policy also provides for further automatic annual option grants to purchase 23,000 shares of the Company’s common stock on the date of each annual meeting of stockholders, which vest in full on the one year anniversary of the date of grant. Each of the option grants described above will vest in full in the event of a change in control (as defined in the Company’s Amended and Restated 2014 Equity Incentive Plan). Dr. Collins has also entered into the Company’s standard form of Indemnification Agreement.

The Company issued a press release announcing the appointment of Dr. Collins, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  Description
99.1  Press Release dated July 29, 2021.
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 29, 2021  KURA ONCOLOGY, INC.
  By: 

/s/ Marc Grasso, M.D.

   Marc Grasso, M.D.
   Chief Financial Officer and Chief Business Officer