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)
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Delaware | | 61-1547851 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
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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:
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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.
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Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | 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.
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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). |
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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). |
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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). |
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5.1 | | Opinion of Cooley LLP.* |
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23.1 | | Consent of Independent Registered Public Accounting Firm.* |
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23.2 | | Consent of Cooley LLP. Reference is made to Exhibit 5.1.* |
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24.1 | | Power of Attorney. Reference is made to the signature page hereto.* |
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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). |
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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). |
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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). |
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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). |
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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). |
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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.
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Kura Oncology, Inc. |
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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.
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Signature | | Title | | Date |
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/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) | | |
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/s/ Thomas Doyle | | Senior Vice President, Finance & Accounting | | February 23, 2023 |
Thomas Doyle | | (Principal Accounting Officer) | | |
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/s/ Helen Collins, M.D. | | Director | | February 23, 2023 |
Helen Collins, M.D. | | | | |
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/s/ Faheem Hasnain | | Director | | February 23, 2023 |
Faheem Hasnain | | | | |
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/s/ Thomas Malley | | Director | | February 23, 2023 |
Thomas Malley | | | | |
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/s/ Diane Parks | | Director | | February 23, 2023 |
Diane Parks | | | | |
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/s/ Carol Schafer | | Director | | February 23, 2023 |
Carol Schafer | | | | |
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/s/ Steven H. Stein, M.D. | | Director | | February 23, 2023 |
Steven H. Stein, M.D. | | | | |
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/s/ Mary Szela | | Director | | February 23, 2023 |
Mary Szela | | | | |
