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):
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code:
(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
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 June 3, 2021, Robert E. Hoffman tendered his resignation as a member of the Board of Directors (the “Board”) of Kura Oncology, Inc. (the “Company”) and all committees thereof, effective as of August 3, 2021 (the “Hoffman Resignation”).
On June 3, 2021, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Carol A. Schafer as (i) a Class II director of the Company, with a term of office expiring at the 2022 annual meeting of stockholders, (ii) a member of the Audit Committee of the Board (the “Audit Committee”) and (iii) contingent upon and effective as of the effectiveness of the Hoffman Resignation, Chairperson of the Audit Committee. There are no arrangements or understandings between Ms. Schafer and any other person pursuant to which she was selected as a director. In addition, there are no transactions in which Ms. Schafer 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”), Ms. Schafer (i) will receive an (a) annual cash retainer of $40,000 for service on the Board, (b) additional annual cash retainer of $7,500 for service as a member of the Audit Committee and (c) additional annual cash retainer of $7,500 for service as Chairperson of the Audit Committee, and (ii) was granted on the date of her appointment an option to purchase 46,000 shares of the Company’s common stock, which vests annually over a three year period. 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). Ms. Schafer has also entered into the Company’s standard form of Indemnification Agreement.
The Company issued a press release announcing the appointment of Ms. Schafer, 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 June 4, 2021.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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: June 4, 2021||KURA ONCOLOGY, INC.|
|Chief Legal Officer and Secretary|
Kura Oncology Appoints Carol Schafer to
Board of Directors
SAN DIEGO, June 4, 2021 Kura Oncology, Inc. (Nasdaq: KURA), a clinical-stage biopharmaceutical company committed to realizing the promise of precision medicines for the treatment of cancer, today announced the appointment of Wall Street veteran Carol Schafer to its board of directors, effective June 3, 2021. Ms. Schafer has more than 25 years of experience in healthcare investment banking, most recently as Vice Chair of Equity Capital Markets at Wells Fargo Securities.
Carol brings a wealth of experience as a trusted strategic and financial advisor to the leadership teams of growing biopharmaceutical companies, said Troy Wilson, Ph.D., J.D., President and Chief Executive Officer of Kura Oncology. We welcome her to the board and look forward to her contributions as we work to bring our oncology drug candidates to market, expand their use to larger patient populations and create value for patients and shareholders.
Ms. Schafer currently serves as a Managing Partner at Hyphen Advisors. She previously served as Vice Chair of Equity Capital Markets at Wells Fargo Securities, where she oversaw more than 200 transactions that raised nearly $90 billion in proceeds. Prior to that, Ms. Schafer served as Vice President of Finance and Business Development at Lexicon Pharmaceuticals. Earlier, she held positions of increasing responsibility at J.P. Morgan, most recently as Managing Director of Equity Capital Markets. Ms. Schafer currently serves on the board of directors of Insmed, Idera Pharmaceuticals and Repare Therapeutics, and she previously served on the board of Five Prime Therapeutics until its acquisition by Amgen in April 2021. She received a B.A. from Boston College and an M.B.A from New York University.
Kura has a promising pipeline of oncology drug candidates, an impressive team and the financial resources to create significant value, said Ms. Schafer. I look forward to working with the leadership team and my fellow board members to help the company achieve its strategic objectives and realize this value.
Ms. Schafer will succeed Robert Hoffman, who will be resigning from the board effective August 3, 2021. Ms. Schafer will also succeed Mr. Hoffman as Audit Committee Chair at that time. Mr. Hoffman has served on Kuras board since March 2015.
I want to take this opportunity to express my sincere appreciation for Roberts service and his many contributions throughout his six years on the Kura board, continued Dr. Wilson. We are deeply grateful for his service as a board member and audit committee chair, and on behalf of everyone at Kura, we wish him well in his future endeavors.
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. KO-539, a potent and selective menin inhibitor, is currently in a Phase 1/2 clinical trial (KOMET-001) and targeting patients with relapsed/refractory acute myeloid leukemia, including patients with NPM1 mutations. Tipifarnib, a potent, selective and orally bioavailable farnesyl transferase inhibitor, has received Breakthrough Therapy Designation for the treatment of patients with HRAS mutant head and neck squamous cell carcinoma and is currently in a registration-directed study (AIM-HN) in patients with this devastating disease. Kura is also developing a next-generation farnesyl transferase inhibitor, which is intended to target innovative biology and larger oncology indications through rational combinations. 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, the efficacy, safety and therapeutic potential of Kuras drug candidates, tipifarnib and KO-539, progress and expected timing of Kuras drug development programs and clinical trials and submission of regulatory filings, the presentation of data from clinical trials, plans regarding regulatory filings and future clinical trials, the regulatory approval path for tipifarnib, the strength of Kuras balance sheet and the adequacy of cash on hand. 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 drug candidates, uncertainties associated with performing clinical trials, regulatory filings, applications and other interactions with regulatory bodies, the risks associated with reliance on third parties to successfully conduct clinical trials, the risks associated with reliance on outside financing to meet capital requirements, the risks associated with the COVID-19 global pandemic, 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