As filed with the Securities and Exchange Commission on February 23, 2023

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

KURA ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		61-1547851
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
12730 High Bluff Drive, Suite 400, San Diego, CA		92130
(Address of Principal Executive Offices)		(Zip Code)

 

Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan

(Full title of the plan)

Troy E. Wilson, Ph.D., J.D.

President and Chief Executive Officer

Kura Oncology, Inc.

12730 High Bluff Drive, Suite 400

San Diego, California 92130

(858) 500-8800

(Name, address, and telephone number, including area code, of agent for service)

 

Copies to:

 

Charles J. Bair, Esq. Cooley LLP 10265 Science Center Drive San Diego, California 92121 (858) 550-6000		Teresa Bair Chief Legal Officer and Secretary Kura Oncology, Inc. 12730 High Bluff Drive, Suite 400 San Diego, California 92130 (858) 500-8800

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

 

---

 

INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

 

The Registrant previously registered shares of its Common Stock for issuance under the Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on April 17, 2015 (File No. 333-203504), March 17, 2016 (File No. 333-210260), March 14, 2017 (File No. 333-216683), March 12, 2018 (File No. 333-223591), March 5, 2019 (File No. 333-230075), February 25, 2020 (File No. 333-236621), February 24, 2021 (File No. 333-253441) and February 24, 2022 (File No. 333-263000). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

Item 8. Exhibits.

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 14, 2017).
4.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on June 14, 2017).
4.3		Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on March 12, 2015, containing items 1.01, 2.01, 3.02, 4.01, 5.01, 5.02, 5.03, 5.06 and 9.01).
5.1		Opinion of Cooley LLP.*
23.1		Consent of Independent Registered Public Accounting Firm.*
23.2		Consent of Cooley LLP. Reference is made to Exhibit 5.1.*
24.1		Power of Attorney. Reference is made to the signature page hereto.*
99.1		Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-K filed on February 23, 2023).
99.2		Form of Restricted Stock Purchase Agreement and Restricted Stock Purchase Award Notice under the Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on March 12, 2015, containing items 1.01, 2.01, 3.02, 4.01, 5.01, 5.02, 5.03, 5.06 and 9.01).
99.3		Form of International Stock Option Grant Notice, International Stock Option Agreement and International Notice of Exercise under the Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on November 5, 2020).
99.4		Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.22 of the Registrant’s Form 10-K filed on February 23, 2023).
99.5		Form of International Restricted Stock Unit Award Grant Notice and International Restricted Stock Unit Award Agreement under the Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.30 of the Registrant’s Form 10-K filed on February 24, 2022).
107		Filing Fee Table*
* Filed herewith

 

 

---

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on February 23, 2023.

 

Kura Oncology, Inc.
By:		/s/ Troy E. Wilson, Ph.D., J.D.
		Troy E. Wilson, Ph.D., J.D.
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Troy E. Wilson, Ph.D., J.D. and Thomas Doyle, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Troy E. Wilson, Ph.D., J.D.		President, Chief Executive Officer and Chairman of the Board of Directors		February 23, 2023
Troy E. Wilson, Ph.D., J.D.		(Principal Executive and Financial Officer)
/s/ Thomas Doyle		Senior Vice President, Finance & Accounting		February 23, 2023
Thomas Doyle		(Principal Accounting Officer)
/s/ Helen Collins, M.D.		Director		February 23, 2023
Helen Collins, M.D.
/s/ Faheem Hasnain		Director		February 23, 2023
Faheem Hasnain
/s/ Thomas Malley		Director		February 23, 2023
Thomas Malley
/s/ Diane Parks		Director		February 23, 2023
Diane Parks
/s/ Carol Schafer		Director		February 23, 2023
Carol Schafer
/s/ Steven H. Stein, M.D.		Director		February 23, 2023
Steven H. Stein, M.D.
/s/ Mary Szela		Director		February 23, 2023
Mary Szela

 

 

---

 

	Exhibit 5.1
Charles J. Bair +1 858 550 6142 cbair@cooley.com

 

February 23, 2023

Kura Oncology, Inc.

12730 High Bluff Drive, Suite 400

San Diego, CA 92130

 

Ladies and Gentlemen:

You have requested our opinion, as counsel to Kura Oncology, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), covering the offering of up to 2,732,559 shares of the Company's Common Stock, $0.0001 par value (the “Shares”), pursuant to the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”).

 

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Plan, the Company's certificate of incorporation and bylaws, each as currently in effect, and originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements under the Plan which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,

Cooley LLP

By:	/s/ Charles J. Bair
	Charles J. Bair

 

 

 

10265 SCIENCE CENTER DRIVE, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM

---

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan of our reports dated February 23, 2023, with respect to the financial statements of Kura Oncology, Inc. and the effectiveness of internal control over financial reporting of Kura Oncology, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

San Diego, California

February 23, 2023

 

---

 

 

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Kura Oncology, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.0001 par value per share, Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan	Rule 457(c) and Rule 457(h)	2,732,559(2)	$12.05(3)	$32,927,336(3)	0.0001102	$3,628.59
Total Offering Amounts					$32,927,336		$3,628.59
Total Fee Offsets							—
Net Fee Due							$3,628.59

 

---