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EX-99.1 - EX-99.1 - IDEAYA Biosciences, Inc.idya-ex991_6.htm

 

 

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 26, 2020

 

IDEAYA Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Delaware

 

001-38915

 

47-4268251

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

7000 Shoreline Court, Suite 350

South San Francisco, California 94080
(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: (650) 443-6209

 

 

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:  

 

 

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))

 

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

IDYA

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On June 30, 2020, IDEAYA Biosciences, Inc. (the “Company”) announced the appointment of Garret Hampton as a member of its Board of Directors (the “Board”), effective June 26, 2020. Mr. Hampton will serve as a Class I director, with an initial term expiring at the Company’s 2023 annual meeting of stockholders. In connection with the appointment of Mr. Hampton to the Board, the Board approved an increase in the size of the Board from six to seven members.  The Company determined that Mr. Hampton qualifies as an “independent director” for purposes of the Nasdaq listing standards.  

 

Mr. Hampton’s compensation for his services as a director will be consistent with that of the Company’s other non-employee directors, as described under “Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2020.  Pursuant to the Company’s non-employee director compensation program, Mr. Hampton received an option to purchase 22,000 shares of the Company’s common stock with an exercise price per share equal to the closing price of the Company’s common stock on June 26, 2020, the date of appointment. The option will vest and become exercisable as to 1/36th of the shares subject to the option on each monthly anniversary of the date of appointment to the Board, subject to Mr. Hampton’s continued service to the Company through each applicable vesting date. The Company also entered into its standard form of indemnification agreement for directors and officers with Mr. Hampton, which was filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-231081) filed with the SEC on May 13, 2019.

There are no arrangements or understandings between Mr. Hampton and any other persons pursuant to which Mr. Hampton was appointed as a director, and there are no transactions in which Mr. Hampton has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Hampton has not been named to any committee of the Company’s Board of Directors at this time.

 

On June 30, 2020, the Company issued a press release announcing Mr. Hampton's appointment. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

Press Release dated June 30, 2020

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

IDEAYA BIOSCIENCES, INC.

Date: June 30, 2020

By: /s/ Yujiro Hata

Yujiro Hata

President and Chief Executive Officer