KURA Kura Oncology Inc

As filed with the Securities and Exchange Commission on February 28, 2025

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

KURA ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		61-1547851
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
12730 High Bluff Drive, Suite 400, San Diego, CA		92130
(Address of Principal Executive Offices)		(Zip Code)

 

Kura Oncology, Inc. 2023 Inducement Option Plan, as amended

(Full title of the plan)

Troy E. Wilson, Ph.D., J.D.

President and Chief Executive Officer

Kura Oncology, Inc.

12730 High Bluff Drive, Suite 400

San Diego, California 92130

(858) 500-8800

(Name, address, and telephone number, including area code, of agent for service)

 

Copies to:

Charles J. Bair, Esq. Cooley LLP 10265 Science Center Drive San Diego, California 92121 (858) 550-6000		Teresa Bair Chief Legal Officer and Secretary Kura Oncology, Inc. 12730 High Bluff Drive, Suite 400 San Diego, California 92130 (858) 500-8800

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

 

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REGISTRATION OF ADDITIONAL SECURITIES

Kura Oncology, Inc. (the “Registrant”) has prepared this Registration Statement on Form S-8 (this “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register 1,900,000 additional shares of the Registrant’s Common Stock (the “Common Stock”) issuable under the Kura Oncology, Inc. 2023 Inducement Option Plan, as amended (the “Inducement Plan”), pursuant to an increase in the number of shares of Common Stock reserved for issuance under the Inducement Plan approved by the Board of Directors of the Registrant without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4).

INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

The Registrant previously registered shares of its Common Stock for issuance under the Inducement Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 27, 2024 (File No. 333-277411). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

Item 8. Exhibits.

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 14, 2017).
4.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on June 14, 2017).
4.3		Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on March 12, 2015, containing items 1.01, 2.01, 3.02, 4.01, 5.01, 5.02, 5.03, 5.06 and 9.01).
5.1		Opinion of Cooley LLP.*
23.1		Consent of Independent Registered Public Accounting Firm.*
23.2		Consent of Cooley LLP. Reference is made to Exhibit 5.1.*
24.1		Power of Attorney. Reference is made to the signature page hereto.*
99.1		Kura Oncology, Inc. 2023 Inducement Option Plan, as amended, and Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder (incorporated by reference to Exhibit 99.1 of the Registrant’s Form 8-K filed on December 20, 2024).
107		Filing Fee Table*
* Filed herewith

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on February 28, 2025.

 

Kura Oncology, Inc.
By:		/s/ Troy E. Wilson, Ph.D., J.D.
		Troy E. Wilson, Ph.D., J.D.
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Troy E. Wilson, Ph.D., J.D. and Thomas Doyle, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Troy E. Wilson, Ph.D., J.D.		President, Chief Executive Officer and Chairman of the Board of Directors		February 28, 2025
Troy E. Wilson, Ph.D., J.D.		(Principal Executive and Financial Officer)
/s/ Thomas Doyle		Senior Vice President, Finance & Accounting		February 28, 2025
Thomas Doyle		(Principal Accounting Officer)
/s/ Helen Collins, M.D.		Director		February 28, 2025
Helen Collins, M.D.
/s/ Faheem Hasnain		Director		February 28, 2025
Faheem Hasnain
/s/ Thomas Malley		Director		February 28, 2025
Thomas Malley
/s/ Diane Parks		Director		February 28, 2025
Diane Parks
/s/ Carol Schafer		Director		February 28, 2025
Carol Schafer
/s/ Mary Szela		Director		February 28, 2025
Mary Szela
/s/ Michael Vasconcelles, M.D.		Director		February 28, 2025
Michael Vasconcelles, M.D.

 

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February 28, 2025

Kura Oncology, Inc.

12730 High Bluff Drive, Suite 400

San Diego, CA 92130

 

Re: Kura Oncology, Inc.

 

Ladies and Gentlemen:

We have acted as counsel to Kura Oncology, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), covering the offering of up to 1,900,000 shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), issuable pursuant to the Company’s 2023 Inducement Option Plan, as amended.

 

In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectus, the Plan, the Company’s certificate of incorporation and bylaws, each as currently in effect, and such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

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We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,

Cooley LLP

By:	/s/ Charles J. Bair
	Charles J. Bair

 

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2023 Inducement Option Plan, as amended, of Kura Oncology, Inc. of our reports dated February 28, 2025, with respect to the financial statements of Kura Oncology, Inc. and the effectiveness of internal control over financial reporting of Kura Oncology, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

San Diego, California

February 28, 2025

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Calculation of Filing Fee Tables

Form S-8

(Form Type)

Kura Oncology, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.0001 par value per share, Kura Oncology, Inc. 2023 Inducement Option Plan, as amended	Rule 457(c) and Rule 457(h)	1,900,000(2)	$7.76(3)	$14,744,000.00(3)	0.0001531	$2,257.31
Total Offering Amounts					$14,744,000.00		$2,257.31
Total Fee Offsets							—
Net Fee Due							$2,257.31

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v3.25.0.1

Submission	Feb. 28, 2025
Submission [Line Items]
Central Index Key	0001422143
Registrant Name	Kura Oncology, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.25.0.1

Offerings - Offering: 1	Feb. 28, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, $0.0001 par value per share, Kura Oncology, Inc. 2023 Inducement Option Plan, as amended
Amount Registered | shares	1,900,000
Proposed Maximum Offering Price per Unit	7.76
Maximum Aggregate Offering Price	$ 14,744,000
Fee Rate	0.01531%
Amount of Registration Fee	$ 2,257.31
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock (“Common Stock”) that become issuable under the Kura Oncology, Inc. 2023 Inducement Option Plan as amended, (the “Inducement Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction. (2) Represents shares of Common Stock that were added to the shares authorized for issuance under the Inducement Plan on December 16, 2024 pursuant an amendment to the Inducement Plan approved by the Board of Directors of the Registrant without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4). (3) Estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on February 25, 2025, as reported on the Nasdaq Global Select Market.

v3.25.0.1

Fees Summary	Feb. 28, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 14,744,000
Total Fee Amount	2,257.31
Total Offset Amount	0
Net Fee	$ 2,257.31

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