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)

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:  

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.

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.

Exibhit 99.1

IDEAYA Appoints Garret Hampton, Ph.D., to the Board of Directors,

an Industry Leader in Precision Medicine Oncology and Diagnostics

South San Francisco, CA, June 30, 2020 – IDEAYA Biosciences, Inc. (NASDAQ:IDYA), an oncology-focused precision medicine company committed to the discovery and development of targeted therapeutics based on Synthetic Lethality, announced the appointment of Garret Hampton, Ph.D., to its Board of Directors.

Dr. Hampton brings over 25 years of industry experience and currently serves as President, Clinical Sequencing and Oncology at Thermo Fisher Scientific.  He previously served as Senior Vice President, Clinical Genomics at Illumina.  Prior to Ilumina, Dr. Hampton was the Global Head of Oncology Biomarker Development and Companion Diagnostics at Genetech / Roche and chair of the Roche / Foundation Medicine Joint R&D Committee. Through these roles, Dr. Hampton has become a thought leader in the area of precision medicine oncology, including next generation sequencing, cancer genomics, and companion diagnostics.  

“Garret brings deep industry experience from translational research, biomarker discovery and validation to approved companion diagnostics, and this wealth of knowledge will be invaluable to IDEAYA as it advances its broad pipeline of Synthetic Lethality programs into the clinic, each with a molecularly-defined biomarker hypothesis,” said Tim Shannon, M.D., Chairman of IDEAYA’s Board of Directors.  

IDEAYA believes global access to molecular diagnostics for oncology patients, particularly in Asia, is key to the development of targeted oncology medicines.  The company continues to advance its Genomics Profiling Initiative (GPI) – leveraging various molecular platforms  to identify patients that are most likely to benefit from the company’s Synthetic Lethality programs, including MTAP-deletion which is present in approximately 15% of all solid tumors.  

“Garret’s expertise in the area of biomarker discovery and development will be instrumental as we advance our MAT2A Synthetic Lethality program into the clinic targeting the MTAP-deletion patient population, as well as pursue our broader global strategy to identify novel Synthetic Lethal targets and patient biomarkers,” said Yujiro S. Hata, President and Chief Executive Officer, at IDEAYA.  

“IDEAYA is a leader in Synthetic Lethality, an emerging field of precision medicine oncology.  Synthetic Lethality includes exciting new opportunities in translational research and biomarker discovery, all areas that are anticipated to flourish with the enhanced global access to next generation sequencing.  I’m delighted to join IDEAYA’s Board of Directors as the company

advances its broad pipeline of Synthetic Lethality based therapies, and pursues its mission to deliver transformative precision medicines to cancer patients,” said Dr. Hampton.

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About IDEAYA Biosciences

IDEAYA is an oncology-focused precision medicine company committed to the discovery and development of Synthetic Lethality-based 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 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 role of molecular diagnostics in the development of targeted oncology medicines and (ii) the effect of Dr. Hampton’s expertise on IDEAYA’s 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 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 May 12, 2020, 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
pstone@ideayabio.com