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): March 5, 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 1.01 Entry into a Material Definitive Agreement.

On March 11, 2020, IDEAYA Biosciences, Inc. (the “Company”) announced that on March 5, 2020 it had entered into an Amendment No. 2 (the “Amendment”) to the Evaluation, Option and License Agreement (the “Agreement”) between the Company and Cancer Research Technologies, or CRT, also known as Cancer Research UK, and the University of Manchester, with an effective date of March 3, 2020.  The Amendment reduces the license fee due at exercise of the Company’s option to certain license rights and extends the research period and option period during which the Company has rights to exercise its option for up to four (4) years from the effective date of the Amendment. The extended option period covers an additional 12 month collaborative research plan with an additional eighteen month extension contingent upon the Company’s certification of ongoing research activities and up to a further eighteen month extension thereafter subject to the payment of option extension fees, which together with the reduced license fee would equal the original license fee.  The Amendment also amends the research plan under the Agreement and increases the percentage of sublicense revenue to be paid to the Company by CRT if the Company doesn’t exercise its option and CRT licenses product intellectual property to a third party.  

 

The foregoing is only a summary description of the terms of the Amendment, does not purpose to be complete and is qualified in its entirety by reference to the Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

 

On March 11, 2020 the Company issued a press release announcing the Amendment. 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 March 11, 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: March 11, 2020

By: /s/ Yujiro Hata

Yujiro Hata

President and Chief Executive Officer

 

 

Exhibit 99.1

IDEAYA Biosciences and Cancer Research UK Announce Expanded Research Collaboration for PARG, a DDR-Based Synthetic Lethality Target, Evaluating DNA Replication Vulnerabilities

 

South San Francisco, CA, March 11, 2020 – IDEAYA Biosciences, Inc. (NASDAQ: IDYA), an oncology-focused precision medicine company committed to the discovery and development of targeted therapeutics to treat cancer, today announced an expanded research collaboration with Cancer Research UK and the University of Manchester, UK, to develop small molecule inhibitors of Poly(ADP-ribose) glycohydrolase (PARG). PARG is a cellular enzyme that hydrolyzes Poly (ADP-ribose) polymerase (PARP), a protein function required for DNA repair.  

 

Since initiating the Cancer Research UK partnership in 2017, IDEAYA has developed a selective and cell potent PARG small molecule series, that demonstrates robust on-target in vivo pharmacodynamic modulation.  In 2019, Dr. Stephen Taylor and Pilay et. al., published a paper in Cancer Cell, entitled “DNA Replication Vulnerabilities Render Ovarian Cancer Cells Sensitive to Poly(ADP-Ribose) Glycohydrolase Inhibitors”, which provides a potentially differentiated and complementary treatment approach to PARP inhibitors.

 

The expanded research collaboration will evaluate IDEAYA’s PARG inhibitors in vitro in multiple ovarian cancer cell lines and in vivo in ovarian cancer xenograft models.  Dr. Stephen Taylor, B.Sc., Ph.D., Leech Professor of Pharmacology, University of Manchester, the principal investigator at University of Manchester, will lead the in vitro investigations.  Dr. Caroline Springer, Ph.D., Director, Drug Discovery Unit, Cancer Research UK Manchester Institute, the principal investigator at the Cancer Research UK Manchester Institute, will lead the in vivo studies.  

 

"We are excited to expand our partnership with IDEAYA to evaluate key biological hypotheses based on DNA replication vulnerabilities to predict sensitivity of PARG inhibitors in ovarian cancer. A large percentage of ovarian cancer patients still do not respond to PARP inhibitors, and there is an important need to advance other synthetic lethality DDR-based targets,” said Dr. Stephen Taylor, B.Sc., Ph.D. “This collaborative research builds on our existing relationship with IDEAYA, and could potentially inform effective patient selection strategies of PARG inhibitors,” added Dr. Caroline Springer, Ph.D.

 

"Cancer Research UK has made important research contributions to the DNA Damage Repair and PARP-BRCA synthetic lethality field, and we are delighted to expand our partnership with this leading cancer research institute to advance our potential first-in-class PARG inhibitor program,” said Yujiro S. Hata, Chief Executive Officer and President, IDEAYA Biosciences.

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About IDEAYA Biosciences

IDEAYA is an oncology-focused precision medicine company committed to the discovery and development of targeted therapeutics for patient populations selected using molecular diagnostics.  IDEAYA’s approach integrates capabilities in identifying and validating translational biomarkers with small molecule drug discovery to select patient populations most likely to benefit from the targeted therapies IDEAYA is developing.  IDEAYA is applying these capabilities across multiple classes of precision medicine, including direct targeting of oncogenic pathways and synthetic lethality – which represents an emerging class of precision medicine targets.  

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Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements related to (i) the potential for the research to inform effective patient selection strategies of PARG inhibitors and (ii) the advancement of potential first-in class PARG inhibitor program.  Such forward-looking statements involve substantial risks and uncertainties that could cause IDEAYA’s preclinical and clinical development programs, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the drug development process, including IDEAYA’s programs’ early stage of development, the process of designing and conducting preclinical and clinical trials, the regulatory approval processes, the timing of regulatory filings, the challenges associated with manufacturing drug products, IDEAYA’s ability to successfully establish, protect and defend its intellectual property and other matters that could affect the sufficiency of existing cash to fund operations. IDEAYA undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of IDEAYA in general, see IDEAYA’s recent Quarterly Report on Form 10-Q filed on November 13, 2019 and any current and periodic reports filed with the U.S. Securities and Exchange Commission.

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Investor and Media Contact
IDEAYA Biosciences
Paul Stone
Chief Financial Officer
investor@ideayabio.com