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August 14, 2019
Troy E. Wilson
Chief Executive Officer
Kura Oncology, Inc.
3033 Science Park Road, Suite 220
San Diego, CA 92121
Re: Kura Oncology, Inc.
Registration Statement on Form S-3
Filed August 1, 2019
File No. 333-232947
Dear Dr. Wilson:
We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Description of Capital Stock
Amended and Restated Certificate of Incorporation, as amended, and Amended and
Restated
Bylaws, page 13
1. We note that your forum selection provision identifies the Court of
Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any
"derivative
action." Please disclose whether this provision applies to actions
arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27
of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
suits brought to enforce any duty or liability created by the Securities
Act or the rules and
Troy E. Wilson
Kura Oncology, Inc.
August 14, 2019
Page 2
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a court
would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. If this provision does not apply to
actions arising
under the Securities Act or Exchange Act, please also tell us how you
will inform
investors in future filings that the provision does not apply to any
actions arising under the
Securities Act or Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Tonya K. Aldave at (202) 551-3601 or Justin Dobbie,
Legal Branch Chief,
at (202) 551-3469 with any questions.
Sincerely,
FirstName LastNameTroy E. Wilson
Division of
Corporation Finance
Comapany NameKura Oncology, Inc.
Office of
Healthcare & Insurance
August 14, 2019 Page 2
cc: Charles Bair, Esq.
FirstName LastName