false 0001422143 0001422143 2024-09-13 2024-09-13

 

 

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): September 13, 2024

 

 

Kura Oncology, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37620   61-1547851

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

12730 High Bluff Drive, Suite 400

San Diego, CA

   92130
(Address of principal executive offices)   (Zip Code)

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 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

  

Trading

Symbol(s)

  

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.

(d)

On September 13, 2024, 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 Michael J. Vasconcelles, M.D. as (i) a Class III director of the Company, with a term of office expiring at the 2026 annual meeting of stockholders and (ii) a member of the Compensation Committee of the Board (the “Compensation Committee”). There are no arrangements or understandings between Dr. Vasconcelles and any other person pursuant to which he was selected as a director. In addition, there are no transactions in which Dr. Vasconcelles 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”), Dr. Vasconcelles (i) will receive an (a) annual cash retainer of $40,000 for service on the Board and (b) additional annual cash retainer of $7,500 for service as a member of the Compensation Committee, and (ii) was granted on the date of his appointment an option to purchase (a) 52,000 shares of the Company’s common stock, which vests annually over a three year period, and (b) 17,333 shares of the Company’s 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 26,000 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). The above referenced compensation is subject to the annual compensation limits for non-employee directors set forth in the Compensation Policy. Dr. Vasconcelles has also entered into the Company’s standard form of Indemnification Agreement.

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 hereunto duly authorized.

 

Date: September 17, 2024   KURA ONCOLOGY, INC.
    By:  

/s/ Teresa Bair

      Teresa Bair
      Chief Legal Officer
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Document and Entity Information
Sep. 13, 2024
Cover [Abstract]  
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Entity Central Index Key 0001422143
Document Type 8-K
Document Period End Date Sep. 13, 2024
Entity Registrant Name Kura Oncology, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-37620
Entity Tax Identification Number 61-1547851
Entity Address, Address Line One 12730 High Bluff Drive
Entity Address, Address Line Two Suite 400
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92130
City Area Code (858)
Local Phone Number 500-8800
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Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol KURA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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