Kura Oncology, Inc. (NASDAQ:KURA) Files An 8-K Other EventsItem 8.01 Other Events.
On August10, 2017, we entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering of 7,700,000 shares of our common stock, par value $0.0001 per share. The price to the public in the offering is $6.50 per share and the Underwriters have agreed to purchase the shares from us to the Underwriting Agreement at a price of $6.11 per share. The net proceeds to us from the offering are expected to be approximately $46.5million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The closing of the offering is expected to occur on August16, 2017, subject to customary closing conditions. In addition, we granted the Underwriters a30-dayoption to purchase up to 1,155,000 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
The offering is being made to our registration statement on Form S-3 (Registration StatementNo.333-210614),previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on April14, 2016, and a prospectus supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibit1.1 to this report, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of CooleyLLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit5.1 hereto.
On August9, 2017, we issued a press release announcing the commencement of the offering and on August10, 2017 we issued a press release announcing that we had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and99.2 hereto, respectively.
Certain statements contained in this report are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include, without limitation, statements about our expectations with respect to the completion, timing and size of the offering and the expected net proceeds from the offering. Words such as “will”, “expect”, “may,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily contain these identifying words. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from our expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering. Additional factors that could cause actual results to differ materially from those stated or implied by our forward-looking statements are disclosed in our filings with the SEC, including in the section captioned “Risk Factors” in our quarterly report on Form 10-Q filed with the SEC on August7, 2017. These forward-looking statements represent our judgment as of the time of this report. We disclaim any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.
Item 8.01 Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated August10, 2017, by and between Kura Oncology, Inc. and Leerink Partners LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein.|
|5.1||Opinion of Cooley LLP.|
|23.1||Consent of Cooley LLP (included in Exhibit 5.1).|
|99.1||Press Release, dated August9, 2017, titled “Kura Oncology Announces Commencement of Public Offering of Common Stock”.|
|99.2||Press Release, dated August10, 2017, titled “Kura Oncology Announces Pricing of Public Offering of Common Stock”.|
Kura Oncology, Inc. ExhibitEX-1.1 2 d436593dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version 7,…To view the full exhibit click
About Kura Oncology, Inc. (NASDAQ:KURA)
Kura Oncology, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in discovering and developing personalized therapeutics for the treatment of solid tumors and blood cancers. Its segment is engaged in the discovery and development of personalized therapeutics for the treatment of solid tumors and blood cancers. It focuses on the development of small molecule product candidates that targets cell-signaling pathways, which drives the progression of certain cancers. It is developing its lead product candidate, tipifarnib, which is a farnesyl transferase inhibitor, in both solid tumors and blood cancers. It is advancing KO-947, a small molecule inhibitor of extracellular-signal-regulated kinase (ERK), as a treatment for patients with tumors that have mutations in or other dysregulation of the mitogen-activated protein kinase (MAPK), signaling pathway, including pancreatic cancer, colorectal cancer, non-small cell lung cancer (NSCLC) and melanoma.