UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 26, 2022 (
IKENA ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices, including zip code) |
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 January 21, 2022, the Board of Directors (the “Board”) of Ikena Oncology, Inc. (the “Company”) unanimously appointed Dr. Richard Wooster to fill a newly created vacancy on the Board resulting from an increase in the size of the Board from seven (7) to eight (8) directors. Upon his appointment, Dr. Wooster became a member of the slate of Class II directors with terms expiring at the 2023 Annual Meeting of Stockholders of the Company. The Board has determined that Dr. Wooster qualifies as an independent director and is qualified to serve under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing rules of the Nasdaq Stock Market LLC. For his service on the Board, Dr. Wooster will receive an option to purchase 29,200 shares of the Company’s common stock, vesting in three equal annual installments, and the same cash compensation as other non-employee directors, as described in the Company’s final prospectus for its initial public offering, dated March 25, 2021. Dr. Wooster has also entered into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Dr. Wooster and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Dr. Wooster and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Dr. Wooster is qualified to serve on the Board based on his leadership experience at various biopharmaceutical companies.
A copy of the Company’s press release announcing the appointment of Dr. Wooster is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release issued by Ikena Oncology, Inc. on January 26, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Ikena Oncology, Inc. | ||||||
| Date: January 26, 2022 | By: | /s/ Mark Manfredi | ||||
| Mark Manfredi, Ph.D. | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
Ikena Appoints Richard Wooster, Ph.D., to its Board of Directors
BOSTON, Jan. 26, 2022 – Ikena Oncology, Inc. (Nasdaq: IKNA, “Ikena”), a targeted oncology company navigating new territory in patient-directed cancer treatment, today announced the appointment of Richard Wooster, Ph.D. to its Board of Directors. Dr. Wooster brings more than 30 years of experience in oncology drug discovery and development, and dissecting the genetics of cancer and will provide invaluable insight to Ikena as the Company progresses several programs to benefit patients with difficult-to-treat cancers.
“Richard’s deep research experience and passion for understanding the genetics of cancer and developing new first-in-class targeted oncology therapies makes him an ideal member of the Ikena team. He brings novel insights and experience that will be indispensable as we continue to build our pipeline,” said Mark Manfredi, Ph.D., Chief Executive Officer of Ikena. “We are honored to welcome him to our Board of Directors as we continue to advance our targeted oncology programs.”
Dr. Wooster is a veteran in the drug discovery industry with more than 15 years of experience leading oncology programs for pharmaceutical and biotechnology companies. He most recently served as the Chief Scientific Officer at Translate Bio, which was acquired by Sanofi in September 2021. Dr. Wooster joined Translate Bio from Tarveda Therapeutics where he was Chief Scientific Officer and President of R&D. In addition to advancing multiple programs from early-stage discovery into the clinic, Dr. Wooster helped the company raise multiple rounds of private funding to advance the business. Prior to Tarveda, he was Vice President and Discovery Performance Unit Head in Oncology at GlaxoSmithKline. Dr. Wooster began his career in academia at the Institute of Cancer Research where he discovered the BRCA2 gene and as a founder of the Cancer Genome Project at the Wellcome Trust Sanger Institute where mutations in BRAF were first discovered. He received his Ph.D. from the University of Dundee in the UK and has co-authored over 100 publications, book chapters, and patents.
“I am thrilled to join Ikena’s Board of Directors, just as they are entering the clinic with IK-930, a program in an emerging space that has the potential to not only benefit primary tumors, but to pinpoint and target pathways of cancer resistance,” said Dr. Wooster. “The dedication of this team to defining patient needs by the make-up and behavior of their tumor is a key component in the evolution of the oncology landscape. I look forward to working alongside the esteemed team of experts at Ikena to bring potentially life-changing precision treatments to people with cancer,” said Dr. Wooster.
About Ikena Oncology
Ikena Oncology is focused on developing novel therapies targeting key signaling pathways that drive the formation and spread of cancer. The Company’s lead targeted oncology program, IK-930, is a TEAD inhibitor addressing the Hippo signaling pathway, a known tumor suppressor pathway that also drives resistance to multiple targeted therapies. Additional programs include an ERK5 inhibitor program targeting the RAS signaling pathway and programs targeting the tumor microenvironment and immune signals, two of which are being developed in collaboration with Bristol Myers Squibb, including IK-175, an aryl hydrocarbon receptor antagonist designed to modulate the tumor microenvironment. Ikena’s pipeline is built on addressing genetically defined or biomarker-driven cancers and developing therapies that can serve specific patient populations in need of new therapeutic options. To learn more, visit www.ikenaoncology.com or follow us on Twitter and LinkedIn.
Forward-Looking Statements
Any statements in this press release about future expectations, plans and prospects for Ikena Oncology, Inc., including statements about the therapeutic potential of its product candidates and other statements containing the words “will,” “would,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without limitation: uncertainties inherent in preclinical studies and clinical trials, the regulatory approval of its product candidates, the Company’s ability to fund its research and development efforts, and other factors discussed in the “Risk Factors” section of Ikena’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, which is on file with the SEC, as updated by any subsequent SEC filings. Any forward-looking statements contained in this press release speak only as of the date hereof, and Ikena expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Media Contact:
Gwen Schanker
LifeSci Communications
gschanker@lifescicomms.com
Investor Contact:
Rebecca Cohen
Ikena Oncology
rcohen@ikenaoncology.com