Kura Oncology Reports Material Agreement & Unregistered Equity Sales

TL;DR

**Kura Oncology just raised capital through unregistered equity sales, watch for potential dilution.**

AI Summary

Kura Oncology, Inc. filed an 8-K on January 26, 2024, reporting an event on January 24, 2024, concerning an entry into a material definitive agreement and unregistered sales of equity securities. This indicates the company has secured new funding or made a significant financial arrangement, which could dilute existing shares but also provide capital for operations or drug development. For investors, this matters because while new capital is good, the unregistered sale of equity could mean more shares are now outstanding, potentially impacting the stock's price per share.

Why It Matters

This filing signals Kura Oncology has raised capital, which is crucial for a biotech company's R&D, but the method (unregistered equity sales) could lead to share dilution.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities can lead to dilution for existing shareholders, creating downward pressure on the stock price, though the capital raised can also be beneficial.

Analyst Insight

A smart investor would monitor Kura Oncology for further details on the material agreement and the specifics of the equity sales to assess the extent of dilution and the strategic use of the new capital before making investment decisions.

Key Players & Entities

• Kura Oncology, Inc. (company) — the registrant filing the 8-K
• January 24, 2024 (date) — date of the earliest event reported
• January 26, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for Kura Oncology, Inc.
• 001-37620 (company) — Commission File Number for Kura Oncology, Inc.
• 61-1547851 (company) — IRS Employer Identification No. for Kura Oncology, Inc.
• 12730 High Bluff Drive, Suite 400, San Diego, CA 92130 (company) — address of Principal Executive Offices for Kura Oncology, Inc.
• (858) 500-8800 (company) — Registrant’s Telephone Number for Kura Oncology, Inc.

Forward-Looking Statements

• Kura Oncology will provide more details on the material definitive agreement and the terms of the unregistered equity sales in a subsequent filing or press release. (Kura Oncology, Inc.) — high confidence, target: Q1 2024
• The stock price of Kura Oncology may experience short-term volatility as investors digest the implications of potential share dilution from the unregistered equity sales. (Kura Oncology, Inc. stock) — medium confidence, target: February 2024

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share KURA The Nasdaq Global Se
• $17.25 — "Common Stock"), at a purchase price of $17.25 per share, and (ii), in lieu of shares
• $17.2499 — Warrant Shares") at a purchase price of $17.2499 per Pre-Funded Warrant (representing th
• $150.0 m — the Private Placement of approximately $150.0 million, before deducting estimated offer

Filing Documents

• d642740d8k.htm (8-K) — 39KB
• d642740dex41.htm (EX-4.1) — 87KB
• d642740dex101.htm (EX-10.1) — 269KB
• d642740dex102.htm (EX-10.2) — 128KB
• d642740dex991.htm (EX-99.1) — 12KB
• g642740g0126132836129.jpg (GRAPHIC) — 4KB
• 0001193125-24-016715.txt ( ) — 784KB
• kura-20240124.xsd (EX-101.SCH) — 3KB
• kura-20240124_lab.xml (EX-101.LAB) — 18KB
• kura-20240124_pre.xml (EX-101.PRE) — 11KB
• d642740d8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On January 24, 2024, Kura Oncology, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional accredited investors named therein (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the "Private Placement") (i) an aggregate of 1,376,813 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a purchase price of $17.25 per share, and (ii), in lieu of shares of Common Stock to certain Purchasers, pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 7,318,886 shares of Common Stock (the "Warrant Shares") at a purchase price of $17.2499 per Pre-Funded Warrant (representing the $17.25 per Share purchase price less the exercise price of $0.0001 per Warrant Share). The Pre-Funded Warrants are exercisable at any time after their original issuance and will not expire. Leerink Partners LLC acted as the sole placement agent for the Private Placement. The Private Placement closed on January 26, 2024. The Company received aggregate gross proceeds from the Private Placement of approximately $150.0 million, before deducting estimated offering expenses payable by the Company. The Pre-Funded Warrants issued in the Private Placement provide that the holder of the Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Company's Common Stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"); provided, however, that the holder may increase or decrease the Beneficial Ownership Limitation by giving 61 days' notice to the Company, but not to any percentage in excess of 19.99%.

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the offering and sale of the securities was made in reliance on the exemption afforded by Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and corresponding provisions of state securities or "blue sky" laws. The securities issued in the Private Placement have not been 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. The sale of the securities in the Private Placement did not involve a public offering and was made without general solicitation or general advertising. The Purchasers represented that they are accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that they are acquiring the securities not with a view to any resale, distribution or other disposition of the securities in violation of the U.S. federal securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01

Item 8.01 Other Events. On January 24, 2024, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the Company's cash runway, the intended use of the net proceeds from the Private Placement, the filing and timing of a resale registration statement and the Company's plans regarding future clinical trials. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "target," "should," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including risks relating to the Company's cash needs; risks and uncertainties associated with the Company's business and finances in general; and risks described under the caption "Risk Factors" in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, which is on file with the SEC; and risks described in other filings that the Company makes with the SEC in the future. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 10.1 Securities Purchase Agreement, dated January 24, 2024, by and among Kura Oncology, Inc. and the persons party thereto. 10.2* Registration Rights Agreement, dated January 26, 2024, by and among Kura Oncology, Inc. and the persons party thereto. 99.1 Press Release, dated January 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

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. Kura Oncology, Inc. Date: January 26, 2024 By: /s/ Teresa Bair Teresa Bair Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR