8-K

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): April 05, 2022

IDEAYA Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38915	47-4268251
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7000 Shoreline Court
South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 443-6209

(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:

☐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, $0.0001 par value per share	IDYA	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.

On April 6, 2022, IDEAYA Biosciences, Inc. (the “Company”) announced the appointment of Catherine J. Mackey, Ph.D. as a member of its Board of Directors (the “Board”), effective April 5, 2022. Dr. Mackey will serve as a Class I director, with an initial term expiring at the Company’s 2023 annual meeting of stockholders. In connection with the appointment of Dr. Mackey to the Board, the Board approved an increase in the size of the Board from eight to nine members. The Company determined that Dr. Mackey qualifies as an “independent director” for purposes of the Nasdaq listing standards.

Dr. Mackey’s compensation for her services as a director will be consistent with that of the Company’s other non-employee directors, as described under “Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2021. Pursuant to the Company’s non-employee director compensation program, Dr. Mackey received an option to purchase 22,000 shares of the Company’s common stock with an exercise price per share equal to the closing price of the Company’s common stock on April 5, 2022, the date of appointment. The option will vest and become exercisable as to 1/36th of the shares subject to the option on each monthly anniversary of the date of appointment to the Board, subject to Dr. Mackey’s continued service to the Company through each applicable vesting date. The Company also entered into its standard form of indemnification agreement for directors and officers with Dr. Mackey, which was filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-231081) filed with the SEC on May 13, 2019.

There are no arrangements or understandings between Dr. Mackey and any other persons pursuant to which Dr. Mackey was appointed as a director, and there are no transactions in which Dr. Mackey has an interest requiring disclosure under Item 404(a) of Regulation S-K. Dr. Mackey has not been named to any committee of the Company’s Board of Directors at this time.

On April 6, 2022, the Company issued a press release announcing Dr. Mackey's appointment. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 6, 2022
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.

			IDEAYA Biosciences, Inc.
Date:	April 6, 2022	By:	/s/ Yujiro S. Hata
			Yujiro S. Hata President and Chief Executive Officer

EX-99.1

Exhibit 99.1

IDEAYA Biosciences Appoints Catherine Mackey, Ph.D., to its Board of Directors

- Dr. Mackey formerly served as Senior Vice President of Pfizer Worldwide Research and Development and as Director of Pfizer’s La Jolla Laboratories

South San Francisco, CA, April 6, 2022 – IDEAYA Biosciences, Inc. (NASDAQ: IDYA), a synthetic lethality focused precision medicine oncology company committed to the discovery and development of targeted therapeutics, announced the appointment of Catherine Mackey, Ph.D., to its Board of Directors.

Dr. Mackey brings over 30 years of life sciences research, development and operational experience to IDEAYA. As Senior Vice President of Pfizer Worldwide Research and Development and Director of Pfizer La Jolla Laboratories, she established a premier research and development capability and a robust drug pipeline of oncology therapeutics, including sunitinib (Sutent), axitinib (Inlyta), crizotinib (Xalkori) and palbociclib (Ibrance). She earlier served as Pfizer’s Head of Strategic Alliances and Genomic and Proteomic Sciences.

Dr. Mackey also has considerable relevant experience as a Board Director of several public and private companies. She currently serves as a Director of AVID Bioservices, Rady Children’s Hospital and Rady Children’s Institute of Genomic Medicine, and as Chairman of the Board of Directors of Cour Pharma, a privately held, clinical stage immunology company. She previously served as a Director on the Boards of Trillium Therapeutics, Poseida Therapeutics, GW Pharma, Evolve Biosystems, Sequenom, Viventia Bio, YM Biosciences and Althea Technologies.

“Catherine’s extensive oncology research and development experience will be invaluable to IDEAYA as we enhance our industry leading synthetic lethality platform and advance our first-in-class synthetic lethality pipeline targeting genetically-defined patient populations,” said Yujiro S. Hata, President and Chief Executive Officer, at IDEAYA Biosciences.

“I am pleased to join IDEAYA as it targets multiple clinical milestones, including advancing its Phase 1 MAT2A inhibitor IDE397 into monotherapy expansion and clinical combination cohorts, and obtaining regulatory feedback for its Phase 2 PKC inhibitor darovasertib on a potential registration-enabling study,” said Dr. Mackey. “IDEAYA’s late-stage preclinical pipeline is also maturing with potential first-in-class PARG and Pol Theta programs targeting IND-enabling studies.”

_____________

About IDEAYA Biosciences

IDEAYA is a synthetic lethality-focused precision medicine oncology company committed to the discovery and development of targeted therapeutics for patient populations selected using molecular diagnostics. IDEAYA’s approach integrates capabilities in identifying and validating translational biomarkers with drug discovery to select patient populations most likely to benefit from its targeted therapies. IDEAYA is applying its early research and drug discovery capabilities to synthetic lethality – which represents an emerging class of precision medicine targets.

__________________

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements related to (i) monotherapy expansion and clinical combination of IDE397, (ii) obtaining regulatory feedback for darovasertib, and (iii) IND-enabling studies for PARG and Pol Theta. IDEAYA undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of IDEAYA in general, see IDEAYA’s Annual Report on Form 10-K filed on March 18, 2022, and any current and periodic reports filed with the U.S. Securities and Exchange Commission.

___________________

Investor and Media Contact
IDEAYA Biosciences
Paul Stone
Chief Financial Officer
pstone@ideayabio.com

 

XML

Document And Entity Information	Apr. 05, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 05, 2022
Entity Registrant Name	IDEAYA Biosciences, Inc.
Entity Central Index Key	0001676725
Entity Emerging Growth Company	true
Entity File Number	001-38915
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-4268251
Entity Address, Address Line One	7000 Shoreline Court
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	(650)
Local Phone Number	443-6209
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	IDYA
Security Exchange Name	NASDAQ