IKNA Ikena Oncology

Filed: 15 Apr 21, 7:43am





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2021




(Exact name of registrant as specified in its charter)




Delaware 001-40287 81-1697316

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

Ikena Oncology, Inc.

645 Summer Street, Suite 101

Boston, Massachusetts 02210

(Address of principal executive offices, including zip code)

(857) 273-8343

(Registrant’s telephone number, including area code)

Not Applicable

(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:


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





Name of each exchange

on which registered

Common Stock, $0.001 par value per share IKNA The Nasdaq Global 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.

On April 15, 2021, the Board of Directors (the “Board”) of Ikena Oncology, Inc. (the “Company”) unanimously appointed Dr. Maria Koehler to fill a newly created vacancy on the Board resulting from an increase in the size of the Board from six (6) to seven (7) directors. Upon her appointment, Dr. Koehler became a member of the slate of Class I directors with terms expiring at the 2022 Annual Meeting of Stockholders of the Company. The Board has determined that Dr. Koehler qualifies as an independent director and is qualified to serve under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing rules of the Nasdaq Stock Market LLC. For her service on the Board, Dr. Koehler will receive the same compensation as other non-employee directors, as described in the Company’s final prospectus for its initial public offering, dated March 25, 2021. Dr. Koehler has also entered into the Company’s standard form of indemnification agreement.

There are no arrangements or understandings between Dr. Koehler and any other persons pursuant to which she was elected as a director of the Company. There are no family relationships between Dr. Koehler and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Dr. Koehler is qualified to serve on the Board based on her leadership experience in oncology drug development at various companies biopharmaceutical companies.

A copy of the Company’s press release announcing the appointment of Dr. Koehler is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Press release issued by Ikena Oncology, Inc. on April 15, 2021


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.


  Ikena Oncology, Inc.
Date: April 15, 2021  By: 

/s/ Mark Manfredi

   Mark Manfredi, Ph.D.
   President and Chief Executive Officer