UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 24, 2022, Kura Oncology, Inc. (the “Company”) entered into a sales agreement (the “Agreement”) with SVB Securities LLC (“SVB Securities”), Credit Suisse Securities (USA) LLC and Cantor Fitzgerald & Co. (collectively, the “Agents”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000 through the Agents as its sales agents (the “ATM Offering”).
The Agents may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including without limitation sales made by means of ordinary brokers’ transactions on the Nasdaq Global Select Market or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise directed by the Company. The Agents will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agents a commission of up to 3.0% of the gross sales proceeds of any Common Stock sold through the Agents under the Agreement, and also has provided the Agents with customary indemnification rights.
The Company is not obligated to make any sales of Common Stock under the Agreement. The offering of shares of Common Stock pursuant to the Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The shares of Common Stock being offered pursuant to the Agreement will be offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-251172). On February 24, 2022, the Company filed a prospectus supplement relating to the ATM Offering with the Securities and Exchange Commission (the “SEC”).
The legal opinion of Cooley LLP relating to the shares of Common Stock being offered pursuant to the Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 1.02. | Termination of a Material Definitive Agreement. |
On February 24, 2022, the Company and the Prior Agents (as defined below) agreed to terminate the sales agreement (the “Prior Agreement”) that the Company entered into with SVB Securities and Stifel, Nicolaus & Company, Incorporated (collectively, the “Prior Agents”) on March 5, 2019, effective February 24, 2022. Under the Prior Agreement, the Company was permitted to offer and sell, from time to time at its sole discretion, shares of Common Stock, having an aggregate offering price of up to $75,000,000 through the Prior Agents by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act. The Company did not sell any shares of its Common Stock under the Prior Agreement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 5.1 | Opinion of Cooley LLP. | |
| 10.1 | Sales Agreement, dated February 24, 2022, by and among Kura Oncology, Inc., SVB Securities LLC, Credit Suisse Securities (USA) LLC and Cantor Fitzgerald & Co. | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 thereunto duly authorized.
| KURA ONCOLOGY, INC. | ||||||
| Date: February 24, 2022 | By: | /s/ Teresa Bair | ||||
| Teresa Bair | ||||||
| Chief Legal Officer | ||||||