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 31, 2018

 

KURA ONCOLOGY, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

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 Instructions A.2. below):

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

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.  ☒

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 31, 2018, Kura Oncology, Inc. (the "Company") announced that Marc Grasso, M.D., will be joining the Company as Chief Financial Officer and Chief Business Officer on August 21, 2018. Dr. Grasso will assume the duties of principal financial officer and principal accounting officer at that time.

Dr. Grasso joins the Company from Stifel, where he was Managing Director responsible for building and managing Stifel’s west coast biotechnology investment banking business. Before joining Stifel in March 2013, Dr. Grasso served as Managing Director of Investment Banking in the Global Healthcare Group at UBS from June 2010 to February 2013, focused on the biotechnology sector.  From May 2008 to June 2010, Dr. Grasso served as Managing Director of Investment Banking at Leerink Swann and from August 2004 to May 2008 he served in the Global Healthcare Group at Morgan Stanley, most recently as Executive Director of Investment Banking.  Prior to Morgan Stanley, Dr. Grasso was Vice President of Investment Banking in the Global Healthcare Group of Credit Suisse First Boston and he began his career in investment banking at Deutsche Banc Alex. Brown. Dr. Grasso received his M.D. from The Johns Hopkins University School of Medicine, where he also performed research in molecular oncology. He obtained an A.B. in molecular biology with honors from Princeton University.

In connection with his appointment as Chief Financial Officer and Chief Business Officer, the Company entered into an Executive Employment Agreement with Dr. Grasso to be effective August 21, 2018 (the "Employment Agreement"). Pursuant to the terms of the Employment Agreement, Dr. Grasso will receive an annual base salary of $372,000, an annual target bonus equal to 40% of his base salary and a one-time sign-on bonus of $100,000.

Additionally, the Employment Agreement provides that if Dr. Grasso’s employment is terminated by the Company without "Cause," (as defined), or by Dr. Grasso for "Good Reason" (as defined), then he shall be entitled to receive a lump-sum payment equal to his annual base salary then in effect, less required deductions and withholdings, and payment of COBRA group health insurance premiums for up to 12 months. In the event Dr. Grasso’s employment is terminated by the Company without Cause, or if he resigns for Good Reason within 59 days before, or within twelve months following, a Change in Control (as defined) of the Company, then, in addition to the above benefits, Dr. Grasso shall be entitled to receive: (i) a lump-sum payment equal to his full target bonus for services to be performed during the year in which the corporate transaction occurs, less required deductions and withholdings; and (ii) accelerated vesting of 100% of any outstanding and unvested stock awards held by Dr. Grasso at such time.

Dr. Grasso has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On July 31, 2018, the Company issued a press release announcing Dr. Grasso’s appointment as Chief Financial Officer and Chief Business Officer.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

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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 thereunto duly authorized.

 

 

 

 

 

Exhibit 99.1

 

 

Kura Oncology Appoints Marc Grasso, M.D., as Chief Financial Officer and Chief Business Officer

 

– Investment banking veteran brings two decades of experience in finance and corporate strategy in the biopharma industry –

 

SAN DIEGO, July 31, 2018 – Kura Oncology, Inc. (Nasdaq: KURA), a clinical-stage biopharmaceutical company focused on the development of precision medicines for oncology, today announced the appointment of Marc Grasso, M.D., as Chief Financial Officer and Chief Business Officer, effective August 21, 2018. Dr. Grasso succeeds Heidi Henson, who served as Kura’s Chief Financial Officer since the company’s inception in August 2014.

 

“Marc is a well-respected figure in our industry and an outstanding addition to our leadership team,” said Troy Wilson, Ph.D., J.D., President and Chief Executive Officer of Kura Oncology. “With his deep knowledge of corporate finance, history of strategic transactions and significant exposure in our space, Marc is the ideal person to step into this expanded role as Kura’s Chief Financial Officer and Chief Business Officer. His experience will be invaluable as we advance our pipeline of precision medicines and begin to build our commercial capabilities.”

 

“I also want to take this opportunity to thank Heidi for all of her contributions and express my sincere appreciation for her hard work and dedication,” continued Dr. Wilson. “Under her leadership, we have built a strong finance team that leaves us well-positioned moving forward. We wish her all the best in her future endeavors.”

 

Dr. Grasso joins Kura after 20 years in healthcare investment banking, where he focused on strategic advisory services and capital raising for leading biotechnology and pharmaceutical companies.

 

“I am excited to join Kura, a company at the forefront of precision medicines for oncology,” said Dr. Grasso. “Kura, on the verge of its first pivotal study, is a unique opportunity, combining a strong pipeline, world-class science and an experienced management team. I look forward to working with the team to help advance Kura’s oncology pipeline for the benefit of patients.”

 

Dr. Grasso joins Kura from Stifel, where he was Managing Director responsible for building and managing Stifel’s west coast life sciences and biotechnology investment banking business. Before joining Stifel in 2013, Dr. Grasso was Managing Director of Investment Banking in the Global Healthcare Group at UBS, focused on the biotechnology sector. Previously, he was Managing Director of Investment Banking at

 

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Leerink Swann, where he was instrumental in the west coast expansion of their franchise. Dr. Grasso joined Leerink from Morgan Stanley, where he served as an Executive Director of Investment Banking in the Global Healthcare Group. Prior to joining Morgan Stanley, he was Vice President of Investment Banking in the Global Healthcare Group of Credit Suisse First Boston. He began his career in investment banking at Deutsche Banc Alex. Brown. Dr. Grasso received his M.D. from The Johns Hopkins University School of Medicine, where he also performed research in molecular oncology. He obtained an A.B. in molecular biology with honors from Princeton University.

 

About Kura Oncology

 

Kura Oncology is a clinical-stage biopharmaceutical company committed to realizing the promise of precision medicines for the treatment of cancer. The company’s pipeline consists of small molecule drug candidates that target cancer signaling pathways where there is a strong scientific and clinical rationale to improve outcomes by identifying those patients most likely to benefit from treatment. Kura’s lead drug candidate is tipifarnib, a farnesyl transferase inhibitor, which is currently being studied in multiple Phase 2 clinical trials in solid tumor and hematologic indications. Kura is preparing to initiate a registration-directed trial of tipifarnib in HRAS mutant head and neck squamous cell carcinomas later this year. Kura’s pipeline also includes KO-947, an ERK inhibitor, currently in a Phase 1 dose-escalation trial, and KO-539, a menin-MLL inhibitor, currently in preclinical development. For additional information about Kura Oncology, please visit the company’s website at www.kuraoncology.com.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Such forward-looking statements include statements regarding, among other things, the efficacy, safety and therapeutic potential of the company’s product candidates, including the lead product candidate tipifarnib, progress and expected timing of Kura Oncology’s drug development programs and clinical trials including the AIM-HN trial, plans regarding future clinical trials and development and commercial activities, and the regulatory approval path for tipifarnib. Factors that may cause actual results to differ materially include the risk that compounds that appeared promising in early research or clinical trials do not demonstrate safety and/or efficacy in later preclinical studies or clinical trials, the risk that Kura Oncology may not obtain approval to market its product candidates, uncertainties associated with performing clinical trials, regulatory filings and applications, risks associated with reliance on third parties to successfully conduct clinical trials, the risks associated with reliance on outside financing to meet capital requirements, and other risks associated with the process of discovering, developing and commercializing drugs that are safe and effective for use as human therapeutics, and in the endeavor of building a business around such drugs. You are urged to consider statements that include the words “may,” “will,” “would,”

 

 

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“could,” “should,” “believes,” “estimates,” “projects,” “promise,” “potential,” “expects,” “plans,” “anticipated,” “intends,” “continues,” “designed,” “goal,” or the negative of those words or other comparable words to be uncertain and forward-looking. For a further list and description of the risks and uncertainties the company faces, please refer to the company’s periodic and other filings with the Securities and Exchange Commission, which are available at www.sec.gov. Such forward-looking statements are current only as of the date they are made, and Kura Oncology assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Contacts

 

Company:

Pete De Spain

Vice President, Investor Relations &

Corporate Communications

(858) 500-8803

pete@kuraoncology.com

 

Investors:

Robert H. Uhl

Managing Director

Westwicke Partners, LLC

(858) 356-5932

robert.uhl@westwicke.com

 

Media:

Jason Spark

Managing Director

Canale Communications

(619) 849-6005

jason@canalecomm.com