SECURITIES AND EXCHANGE COMMISSION
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): October 14, 2019
KURA ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
3033 Science Park Road, Suite 220
San Diego, CA
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (858) 500-8800
(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
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.
On October 14, 2019, 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 Diane Parks as a Class III director of the Company, with a term of office expiring at the 2020 annual meeting of stockholders. There are no arrangements or understandings between Ms. Parks and any other person pursuant to which she was selected as a director. In addition, there are no transactions in which Ms. Parks has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Pursuant to the Companys Amended and Restated Non-Employee Director Compensation Policy (the Compensation Policy), Ms. Parks (i) will receive an annual cash retainer of $38,000 for service on the Board, and (ii) was granted on the date of her appointment an option to purchase (a) 30,000 shares of the Companys common stock, which vests annually over a three year period, and (b) 8,666 shares of the Companys 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 13,000 shares of the Companys 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 Companys equity incentive plan). Ms. Parks has also entered into the Companys standard form of Indemnification Agreement.
The Company issued a press release announcing the appointment of Ms. Parks, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press Release dated October 15, 2019.|
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: October 15, 2019
|KURA ONCOLOGY, INC.|
|Marc Grasso, M.D.|
|Chief Financial Officer and Chief Business Officer|
Kura Oncology Expands Board of Directors with Appointment of Diane Parks
Accomplished executive adds extensive experience in launching novel therapies as Company sets sights on commercial readiness
SAN DIEGO, October 15, 2019 Kura Oncology, Inc. (Nasdaq: KURA), a clinical-stage biopharmaceutical company focused on the development of precision medicines for the treatment of cancer, today announced the appointment of veteran commercial executive Diane Parks to its board of directors. Among her many achievements, Ms. Parks is credited with developing and executing the strategic plan for the launch of the novel CAR-T therapy Yescarta® and the marketing strategies for the blockbuster oncology drug Imbruvica®. The addition of Ms. Parks expands Kuras board to seven members, six of whom are independent.
Diane is an accomplished executive with an impressive track record of driving profitable growth for large pharmaceutical and biotech companies, said Troy Wilson, Ph.D., J.D., President and Chief Executive Officer of Kura Oncology. Her commercialization experience will be invaluable as we continue to execute on the initial registration-directed trial of our lead drug candidate tipifarnib and begin to focus on commercial readiness. On behalf of Kura and our board of directors, I am very pleased to welcome Diane and look forward to drawing upon her expertise during this exciting period of growth for the company.
Ms. Parks joins the Kura board of directors with more than 30 years of commercial experience in the pharmaceutical and biotechnology industries. Most recently, she served as Senior Vice President, Head of U.S. Commercial for Kite Pharma (acquired by Gilead for $11.9 billion), where she developed and executed the strategic plan for the commercial launch of Yescarta®, the first CAR-T therapy approved for large B-cell lymphoma. Previously, Ms. Parks served as Vice President, Head of Global Marketing for Pharmacyclics (acquired by Abbvie for $21 billion), where she was responsible for the marketing strategy and launch of Imbruvica®. Before that, she served as Vice President, Sales for Amgen, where she successfully led the Hospital and Nephrology sales teams. In addition, she served as Senior Vice President, Specialty Biotherapeutics and Managed Care for Genentech (acquired by Roche for $46.8 billion). She currently serves on the boards of Calliditas Therapeutics, Soligenix and TriSalus Life Sciences. Ms. Parks earned an MBA from Georgia State University and a BS from Kansas State University.
Kura represents a unique opportunity, with three wholly owned, clinical-stage oncology assets, a precision medicine approach, a talented management team and the financial resources to execute on its development strategy, said Ms. Parks. I look forward to working closely with the other members of Kuras board and management team to complete the ongoing registration-directed study of tipifarnib, prepare for potential commercialization and, ultimately, to help bring important new treatment options to patients in need.
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 Companys 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. Kuras lead drug candidate is tipifarnib, a farnesyl transferase inhibitor, for which the Company is conducting a registration-directed trial in recurrent or metastatic patients with HRAS mutant HNSCC. In addition, tipifarnib is being evaluated in multiple other Phase 2 clinical trials in solid tumor and hematologic indications. Kuras pipeline also includes KO-947, an ERK inhibitor, and KO-539, a menin-MLL inhibitor, both of which are currently in Phase 1 dose-escalation trials. For additional information about Kura, please visit the Companys website at www.kuraoncology.com.
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, Kuras potential for greater depth and breadth across its pipeline, Kuras ability to bring new treatments to cancer patients in need, and the progress and expected timing of Kuras drug development programs and clinical trials. 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 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, could, should, believes, estimates, projects, promise, potential, expects, plans, anticipates, 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 Companys 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 assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Pete De Spain
Vice President, Investor Relations &
Robert H. Uhl
Westwicke Partners, LLC