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): October 13, 2015
KURA ONCOLOGY, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-53058 | 61-1547851 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 11119 N. Torrey Pines Road, Suite 125, La Jolla, CA | 92037 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (858) 500-8800
(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 Instructions 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 13, 2015, the Board of Directors (the “Board”) of Kura Oncology, Inc. (the “Company”) appointed Thomas Malley as a director of the Company, with a term of office expiring at the next annual meeting of stockholders. There are no arrangements or understandings between Mr. Malley and any other person pursuant to which he was selected as a director. In addition, there are no transactions in which Mr. Malley has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Pursuant to the Company’s standard compensation policy for non-employee directors, Mr. Malley will receive an annual cash retainer of $50,000, and was granted an option to purchase 30,000 shares of the Company’s common stock at the fair market value on the date of his appointment, which vests annually over a three year period with vesting acceleration in the event of a change in control (as defined in the Company’s equity incentive plan) during the period of Board service. Mr. Malley has also entered into the Company’s standard form of Indemnification Agreement.
The Company issued a press release announcing the appointment of Mr. Malley, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
| 99.1 | Press Release issued by Kura Oncology, Inc. on October 14, 2015. | |
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: October 14, 2015 | KURA ONCOLOGY, INC. | |||||
| By: | /s/ Annette North | |||||
| Annette North | ||||||
| Senior Vice President and General Counsel | ||||||