Current Report Filing (8-k)
June 27 2017 - 3:12PM
Edgar (US Regulatory)
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):
June 22, 2017
MIRATI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35921
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46-2693615
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(State of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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9393 Towne Centre Drive, Suite 200
San Diego, California 92121
(Address of principal executive offices and zip code)
Registrants telephone number, including area code:
(858) 332-3410
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 (see General Instruction A.2. below):
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
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.
(d)
On June 22, 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, pursuant to rights granted under a 2012 Securities Purchase Agreement. Pursuant 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 5,002,702 million 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 Item 404(a) of Regulation S-K.
On June 27, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Press Release dated June 27, 2017
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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 hereunto duly authorized.
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Date: June 27, 2017
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MIRATI THERAPEUTICS, INC.
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By:
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/s/ Charles M. Baum
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Charles M. Baum
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President and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Press Release dated June 27, 2017
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