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): August 3, 2020

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 Number)

7000 Shoreline Court, Suite 350

South San Francisco, California 94080
(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 443-6209

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))

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	IDYA	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 3.02Unregistered Sales of Equity Securities.

On June 17, 2020, IDEAYA Biosciences, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Glaxo Group Limited (“GSK”). Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 1,333,333 shares of its common stock (the “Shares”) for aggregate gross proceeds of approximately $20.0 million (the “Private Placement”). The purchase price for each Share was $15.00. The Private Placement closed on August 3, 2020.

The Private Placement is exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D under the Securities Act (“Regulation D”). GSK represented to the Company that it is an accredited investor within the meaning of Regulation D, and is acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Shares were not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.

On August 4, 2020, the Company issued a press release announcing the closing of the Private Placement.  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 August 4, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IDEAYA BIOSCIENCES, INC.
Date: August 4, 2020	By:	/s/ Yujiro Hata
		Yujiro Hata
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

IDEAYA Announces HSR Clearance of GSK Strategic Partnership in Synthetic Lethality and Closing of Glaxo Group Equity Investment

- Closing of Glaxo Group Equity Investment of $20 Million in IDEAYA at $15.00 per share

- Collaboration, Option and License Agreement Effective following HSR Clearance and $100 Million Up-Front Payment received by IDEAYA

- Cash runway anticipated to support planned operations into 2024

South San Francisco, CA, August 4, 2020 – IDEAYA Biosciences, Inc. (Nasdaq:IDYA), an oncology-focused precision medicine company committed to the discovery and development of targeted therapeutics, announced the effectiveness of the Collaboration, Option and License Agreement between IDEAYA and GlaxoSmithKline Intellectual Property (No. 4) Limited (GSK) following clearance under the Hart-Scott-Rodino Antitrust Improvements Act (HSR). Pursuant to the Collaboration, Option and License Agreement, IDEAYA received an upfront cash payment of $100 million from GSK.  The strategic partnership in Synthetic Lethality includes IDEAYA’s MAT2A, Pol Theta, and Werner Helicase programs.  

IDEAYA also announced closing of a direct private placement equity financing pursuant to a Stock Purchase Agreement between IDEAYA and Glaxo Group Limited (Glaxo Group).  Glaxo Group purchased 1,333,333 shares of IDEAYA’s common stock at a price per share of $15.00.  IDEAYA received proceeds from Glaxo Group of approximately $20 million.

IDEAYA expects current cash, cash equivalents and marketable securities to support planned operations into 2024.  

“The GSK partnership and our enhanced balance sheet enables IDEAYA to fund its operations through multiple key preclinical and clinical milestones for our Synthetic Lethality pipeline and IDE196,” said Paul A. Stone, Chief Financial Officer, IDEAYA Biosciences.  

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About IDEAYA Biosciences

IDEAYA is an oncology-focused precision medicine 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 small molecule drug discovery to select patient populations most likely to benefit from the targeted therapies IDEAYA is developing.  IDEAYA is applying these capabilities across multiple classes of precision medicine, including synthetic lethality – an emerging class of precision medicine targets.  

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Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical facts contained herein, including without limitation statements regarding the length of operational and preclinical and clinical milestone support from IDEAYA’s current cash, cash equivalents, and marketable securities, are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve substantial risks and uncertainties that could cause IDEAYA's preclinical and clinical development programs, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the drug development process, including IDEAYA’s programs’ early stage of development, the process of designing and conducting preclinical and clinical trials, the regulatory approval processes, the timing of regulatory filings, the challenges associated with manufacturing drug products, IDEAYA's ability to successfully establish, protect and defend its intellectual property, the effects on IDEAYA's business of the worldwide COVID-19 pandemic, and other matters that could affect the sufficiency of existing cash to fund operations. 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 recent Quarterly Report on Form 10-Q filed on May 12, 2020, the prospectus supplement related to the public offering and subsequent filings with the SEC.

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