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): January 10, 2017

 

 

SIERRA ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001- 37490   20-0138994
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

2150 – 885 West Georgia Street

Vancouver, British Columbia, Canada

  V6C 3E8
(Address of principal executive offices)   (Zip Code)

(604) 558-6536

(Registrant’s telephone number, including area code)

ProNAi Therapeutics, Inc.

(Former name or former address, if changed since last report)

 

 

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))

 

 

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of January10, 2017, ProNAi Therapeutics, Inc. changed its name to “Sierra Oncology, Inc.” (the “ Company ”). The name change was effected through the filing of a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.

 

Item 8.01 Other Events

As of January 10, 2017, the Company’s common stock will be traded on the NASDAQ Global Market under the trading symbol “SRRA.” Holders of stock certificates bearing the prior corporate name need not take any action at this time to change the stock certificates to reflect the new corporate name. The new CUSIP number for the Company’s common stock is 82640U 107.

On January 9, 2017, the Company issued a press release announcing the name change, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
Number

  

Description

3.1    Certificate of Amendment to the Restated Certificate of Incorporation of ProNAi Therapeutics, Inc.
99.1    Press Release dated January 9, 2017.

 

2

SIGNATURE

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.

 

        SIERRA ONCOLOGY, INC.
Date: January 11, 2017     By:   /s/ Sukhi Jagpal
      Sukhi Jagpal
      Chief Financial Officer

 

3

EXHIBIT INDEX

 

Exhibit
Number

  

Description

3.1    Certificate of Amendment to the Restated Certificate of Incorporation of ProNAi Therapeutics, Inc.
99.1    Press Release dated January 9, 2017.

 

4

Exhibit 3.1

PRONAI THERAPEUTICS, INC.

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

ProNAi Therapeutics, Inc., a Delaware corporation (the “ Corporation ”), hereby certifies that:

1. The name of the corporation is ProNAi Therapeutics, Inc., and the corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “ DGCL ”) on May 8, 2003 under the name Phenome Systems, Inc.

2. Article I of the Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

“The name of the corporation is Sierra Oncology, Inc. (the “ Corporation ”).

3. This Certificate of Amendment to the Restated Certificate of Incorporation has been adopted by the Corporation’s Board of Directors in accordance with Section 242 of the DGCL.

4. This Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall be effective at 12:01 a.m. on January 10, 2017.

[R EMAINDER OF P AGE I NTENTIONALLY L EFT B LANK ]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 6th day of January 2017.

 

PRONAI THERAPEUTICS INC.
By:   /s/ NICK GLOVER
  Name: Nick Glover
  Title:   President and Chief Executive Officer

Exhibit 99.1

 

LOGO

ProNAi Relaunched as Sierra Oncology to Advance DDR-Based Cancer Drugs

- Sierra Oncology to trade on NASDAQ under the symbol ‘SRRA’ -

- Company to present at the BIOTECH Showcase in San Francisco on January 11 th -

Vancouver – January 9, 2017. ProNAi Therapeutics, Inc. (NASDAQ: DNAI), a clinical-stage drug development company advancing targeted therapeutics for the treatment of patients with cancer, today announced it has changed its corporate name to Sierra Oncology, Inc. and that its shares will trade on the NASDAQ under the symbol ‘SRRA’, effective on January 10 th . The company’s new name reflects its evolution into an oncology focused company advancing an emerging pipeline of promising therapies that target the DNA Damage Response (DDR) network.

“We believe there is a significant opportunity for therapeutics that target the DDR network to have broad potential in the treatment of cancer, and that by successfully advancing our new drug candidates in this field we may generate substantial long-term value for our company,” said Dr. Nick Glover, President and CEO of Sierra Oncology. “Our new name, Sierra Oncology, reflects our focus on this approach and the commitment of our management team to charting innovative paths for developing novel therapeutics against cancer.”

Dr. Glover will be presenting an update on Sierra Oncology at the BIOTECH Showcase being held in San Francisco on January 11 th . The presentation, entitled ‘Beyond PARP – Next Generation DDR Therapeutics”, is scheduled for 8:00 am (PST) on Wednesday, January 11 th . A live audio webcast and archive of the presentation will be accessible through the Sierra Oncology website at www.sierraoncology.com .

About Sierra Oncology

Sierra Oncology is a clinical stage drug development company advancing targeted therapeutics for the treatment of patients with cancer. Our lead drug candidate, SRA737, is a highly selective, orally bioavailable small molecule inhibitor of Checkpoint kinase 1 (Chk1), a key cell cycle checkpoint and central regulator of the DNA Damage Response (DDR) network. In cancer cells, replication stress induced by oncogenes (e.g., MYC and RAS) combined with loss of function in tumor suppressors (e.g., p53 and ATM) results in persistent DNA damage and genomic instability. Targeted inhibition of the remaining components of the DDR network such as by SRA737 may be synthetically lethal to cancer cells and have utility as a monotherapy in a range of tumor indications. Chk1 is also believed to facilitate tumor cell resistance to chemotherapy or radiation-induced DNA damage and the combination of SRA737 with these standards-of-care may provide synergistic anti-tumor activity. SRA737 is currently being investigated in two Phase 1 clinical trials in patients with advanced cancer.

Sierra Oncology is also advancing SRA141, a potent, selective and orally bioavailable small molecule inhibitor of the Cdc7 kinase undergoing preclinical development. Cdc7 is a key regulator of both DNA replication and the DDR network, making it a compelling emerging target for the potential treatment of a broad range of tumor types.

Sierra Oncology retains the global commercialization rights to both SRA737 and SRA141. For more information, please visit www.sierraoncology.com .

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Sierra Oncology’s anticipated clinical development and the potential benefits of Sierra Oncology’s product candidates. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, including, among others, the risk that Sierra Oncology may be unable to successfully develop and commercialize product candidates, SRA737 and SRA141 are at early stages of development and may not demonstrate safety and efficacy or otherwise produce positive results, Sierra Oncology may experience delays in the preclinical and anticipated clinical development of SRA737 or SRA141, Sierra Oncology may be unable to acquire additional assets to build a pipeline of additional product candidates, Sierra Oncology’s third-party manufacturers may cause its supply of materials to become limited or interrupted or fail to be of satisfactory quantity or quality, Sierra Oncology’s cash resources may be insufficient to fund its current operating plans and it may be unable to raise additional capital when needed, Sierra Oncology may be unable to obtain and enforce intellectual property protection for its technologies and product candidates and the other factors described under the heading “Risk Factors” set forth in Sierra Oncology’s filings with the Securities and Exchange Commission from time to time. Sierra Oncology undertakes no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof, other than as may be required by applicable law.

Contact:

James Smith

Vice President, Corporate Affairs

Sierra Oncology

604.558.6536

investors@sierraoncology.com