MIRATI THERAPEUTICS, INC. (NASDAQ:MRTX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(d) On June22, 2017, the Board of Directors (the
Board) of Mirati Therapeutics, Inc. (the Company), upon
recommendation of the Nominating and Corporate Governance
Committee of the Board, elected Neil A. Reisman, CPA, J.D. to the
Board, effective immediately. Mr.Reismans term of office expires
at the Companys 2018 annual meeting of stockholders or when his
successor is duly elected and qualified, or his earlier death,
resignation or removal.

Mr.Resiman was nominated to the Board by funds affiliated with
Tavistock Life Sciences, LLC (Tavistock), which together hold
more than 5% of the Companys common stock, to rights granted
under a 2012 Securities Purchase Agreement. to such agreement,
the Company is required to include a director nominee of the
Tavistock-affiliated funds in the Companys proposed slate of
directors at each annual or special (if applicable) meeting of
stockholders and recommend that stockholders vote in favor of
such nominee.

In accordance with the Companys Amended and Restated Non-Employee
Director Compensation Policy (the Policy), upon his appointment
to the Board, Mr.Reisman received an initial grant consisting of
a nonstatutory stock option to purchase 25,000 shares of the
Companys common stock (the Common Stock), which shares will vest
in a series of 36 equal monthly installments. In accordance with
the Policy, Mr.Reisman will be entitled to receive a $40,000
annual cash retainer for service as director and will be eligible
to receive additional equity compensation in the future.
Mr.Reisman has entered into the Companys standard form of
indemnification agreement.

Mr.Reisman currently serves as a Managing Director and member of
the Tavistock Group, Inc. Board of Directors, an affiliate of
Tavistock. In January 2017, the Company sold 5,002,702million
shares of Common Stock at a public offering price of $5.60 per
share and sold pre-funded warrants to purchase up to 7,258,263
shares of Common Stock at a public offering price of $5.599 per
warrant share. As part of the offering, Tavistock and certain
entities affiliated with Tavistock purchased 868,033 shares of
Common Stock and Tavistock purchased the 7,258,263 pre-funded
Common Stock Warrants. The Company is not aware of any other
transaction involving Mr.Reisman requiring disclosure under
Item404(a) of Regulation S-K.

On June27, 2017 the Company issued a press release announcing
Mr.Reismans appointment to the Board, a copy of which is attached
hereto as Exhibit 99.1.

Item9.01Financial Statements and Exhibits.

(d) Exhibits.

Mirati Therapeutics, Inc. Exhibit
EX-99.1 2 d399936dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   MIRATI THERAPEUTICS ANNOUNCES APPOINTMENT OF NEIL REISMAN TO THE BOARD OF DIRECTORS SAN DIEGO – June 27,…
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