KURA ONCOLOGY, INC. e.g. entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, FD settlement disclosure, financial statements and parts (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
Securities purchase agreement
The Purchase Agreement contains customary representations, warranties and covenants of the Company. The above summary of the Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed herewith as Schedule 10.1 and incorporated herein by reference.
The Common Shares will be offered and sold by the Company pursuant to an automatic registration statement on Form S-3 (File No. 333-251172), which has been filed with the
A copy of the legal opinion of
Loan and guarantee agreement
Loans under the Loan Agreement bear interest at an annual rate equal to the greater of: (i) the prime rate published in The Wall Street Journal less 6.25% plus 8.65% and (ii) 8 .65%. Borrowings under the Loan Agreement are repayable in monthly interest-only payments through (a) initially,
At the option of the Company, the Company may prepay all or part of the outstanding borrowings under the Loan Agreement. Prepayments made on or before the third anniversary of the Closing Date will be subject to a prepayment charge equal to 1.50% of the principal amount prepaid. In addition, the Company paid a
Tranche 2 Loan, Tranche 3 Loan or Tranche 4 Loan, in each case up to 0.50% of the amount of this tranche of loans. The loan agreement also provides for an end-of-term fee in an amount equal to the greater of (i)
(i.e. 6.05% of the maximum amount of the first tranche of loans) or (ii) 6.05% of the total principal amount of the loan advances actually granted under the Loan Agreement, the commission of which is due and payable to earlier of (i) the maturity date, (ii) the date the Company fully repays the outstanding loans and (iii) the date the secured obligations become due and payable.
The obligations of the Company under the Loan Agreement and the security therein are secured, subject to customary liens permitted and other agreed exceptions, by a perfected first ranking lien on all tangible and intangible assets of the Company (excluding intellectual property).
The loan agreement also contains a minimum liquidity clause, starting on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet arrangement of a registrant.
The information set forth in item 1.01 above under the heading “Loan and Guarantee Agreement” is incorporated by reference in item 2.03.
Item 3.02 Unrecorded Sales of
The information set forth in Section 1.01 above which relates to the issuance of Warrants is hereby incorporated by reference into Section 3.02.
The Warrants described in Section 1.01 above have been offered and sold on the basis of the Section 4(a)(2) registration exemption under the Securities Act of 1933 , as amended (the “Securities Act”), in that the issuance of the Warrants did not involve a public offering.
Item 7.01. FD Regulation Disclosure.
The information under this Section 7.01, including Exhibit 99.1 attached hereto, is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section, such information shall also not be deemed to be incorporated by reference in any filing under the securities law or the exchange law, except as expressly stated by specific reference in such deposit.
Item 9.01. Financial statements and supporting documents.
Exhibit No. Description 4.1 Form of Warrant Agreement issued by
Kura Oncology, Inc.on November 2, 2022to Hercules Capital, Inc. and certain other Lenders. 5.1 Opinion of Cooley LLP. 10.1 Securities Purchase Agreement dated as of November 2, 2022by and between Kura Oncology, Inc.and Bristol-Myers Squibb Company. 10.2 Loan and Security Agreement dated as of November 2, 2022by and between Kura Oncology, Inc.and Hercules Capital, Inc. 23.1 Consent of Cooley LLP(included in Exhibit 5.1). 99.1 Press Release dated November 3, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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