IDEAYA Biosciences, Inc. (Form: 8-K, Received: 02/17/2021 06:08:37)

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): February 12, 2021

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. ☒

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2021, IDEAYA Biosciences, Inc. (the “Company”) announced the appointment of Susan L. Kelley, M.D. as a member of its Board of Directors (the “Board”), effective February 12, 2021. Dr. Kelley will serve as a Class III director, with an initial term expiring at the Company’s 2022 annual meeting of stockholders. In connection with the appointment of Dr. Kelley to the Board, the Board approved an increase in the size of the Board from seven to eight members. The Company determined that Dr. Kelley qualifies as an “independent director” for purposes of the Nasdaq listing standards.

Dr. Kelley’s compensation for her 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, 2021. Pursuant to the Company’s non-employee director compensation program, Dr. Kelley 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 February 12, 2021, 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 Dr. Kelley’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 Dr. Kelley, 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 Dr. Kelley and any other persons pursuant to which Dr. Kelley was appointed as a director, and there are no transactions in which Dr. Kelley has an interest requiring disclosure under Item 404(a) of Regulation S-K. Dr. Kelley has not been named to any committee of the Company’s Board of Directors at this time.

On February 17, 2021, the Company issued a press release announcing Dr. Kelley '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 February 17, 2021

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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: February 17, 2021

By: /s/ Yujiro Hata

Yujiro Hata

President and Chief Executive Officer

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Exhibit 99.1

IDEAYA Biosciences Appoints Susan L. Kelley, M.D., an Industry Veteran in Medical Oncology and Clinical Development, to its Board of Directors

-	Dr. Susan L. Kelley was a former clinical development executive in oncology with Bayer and Bristol Myers Squibb, and led the development and regulatory approval of Nexavar®

South San Francisco, CA, February 17, 2021 – IDEAYA Biosciences, Inc. (NASDAQ: IDYA), a synthetic lethality-focused precision medicine oncology company committed to the discovery and development of targeted therapeutics, announced the appointment of Susan Kelley, M.D., to its Board of Directors.

Dr. Kelley brings over 25 years of experience in oncology drug research and development to IDEAYA. Most recently she served as Chief Medical Officer of the Multiple Myeloma Research Consortium (MMRC) where she led the strategic design and management of clinical trials in North America. Prior to the MMRC, she held positions of increasing responsibility at Bayer Healthcare Pharmaceuticals and Bayer-Schering Pharma, including Vice President, Global Clinical Development and Therapeutic Area Head – Oncology, where she led the team responsible for the development and worldwide regulatory approval of Nexavar® (sorafenib). Prior to joining Bayer, Dr. Kelley worked at Bristol-Myers Squibb in Oncology and Immunology drug development, ultimately serving as Executive Director, Oncology Clinical Research, at the Bristol-Myers Squibb Pharmaceutical Research Institute. She serves or has served as a member of the Board of Directors at multiple publicly traded companies including Deciphera Pharmaceuticals, Daré Bioscience, VBL Therapeutics Ltd, ArQule and Immune Design. Dr. Kelley received her M.D. from Duke University School of Medicine. She was a Fellow in Medical Oncology and Clinical Fellow in Medicine at Dana-Farber Cancer Institute, Harvard Medical School, and a Fellow in Medical Oncology and Pharmacology at Yale University School of Medicine, where she also served as a Clinical Assistant Professor of Medicine.

“Susan’s expertise in clinical oncology will be invaluable as we advance the Phase 1 IDE397 program in MTAP-deletion, evaluate potential Phase 2 expansion for the IDE196 / binimetinib combination, and target to select a Development Candidate for the potential first-in-class PARG Synthetic Lethality program this year,” said Yujiro S. Hata, President and Chief Executive Officer, at IDEAYA Biosciences.

“I am excited to join IDEAYA as the company advances a broad preclinical and clinical stage precision medicine oncology pipeline, including several potential first-in-class Synthetic Lethality programs with compelling biomarker hypotheses, and the kinase inhibitor IDE196, an area in which I gained clinical experience through the development of various kinase inhibitors, including Nexavar®,” said Dr. Kelley.

About IDEAYA Biosciences

IDEAYA is a synthetic lethality-focused precision medicine oncology 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 drug discovery to select patient populations most likely to benefit from its targeted therapies. IDEAYA is applying its early research and drug discovery capabilities to synthetic lethality – which represents an emerging class of precision medicine targets.

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements related to (i) the advancement of IDE397, (ii) the timing for selection of a development candidate for PARG, and (iii) the potential first-in-class and best-in-class status of programs. 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, the effects on IDEAYA’s business of the worldwide COVID-19 pandemic, 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 12, 2020 and any current and periodic reports filed with the U.S. Securities and Exchange Commission.

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