10-Q/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

10-Q/A

Amendment No. 1

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from

Commission File Number: 001-38915

IDEAYA Biosciences, Inc.

(Exact name of registrant as specified in its charter)


Delaware		47-4268251
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)


7000 Shoreline Court, Suite 350 South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

(650)

443-6209

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	IDYA	Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act): Yes ☐ No ☒

As of August 2, 2024, the registrant had 84,481,494 shares of common stock, $0.0001 par value per share, outstanding.

EXPLANATORY NOTE

IDEAYA Biosciences, Inc. (the “Company”) is filing this Amendment No. 1 on Form

10-Q/A

(this “Amendment”) to its Quarterly Report on Form

10-Q

for the quarterly period ended March 31, 2024, which was originally filed with the Securities and Exchange Commission on May 7, 2024 (the “Original Filing”), to revise Part II “Item 5. Other Information” of the Original Filing to add a Rule

10b5-1

trading arrangement entered into by Michael White, the Company’s Chief Scientific Officer, adopted on February 2, 2024, which was inadvertently omitted from the disclosure included in the Original Filing.

In addition, as required by Rule

12b-15

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule

13a-14(a)

15d-14(a)

of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation

S-K,

paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under 18 U.S.C. 1350 as adopted pursuant to Section 9

6 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment.

This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment speaks as of the original filing date of the Original Filing, and does not modify, amend or update any other item or disclosures in the O

iginal Filing.

PART II. OTHER INFORMATION

Item 5. OTHER INFORMATION

Trading Plans

During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule

10b5-1

trading arrangement” or

“non-Rule

10b5-1

trading arrangement,” as each term is defined in Item 408(a) of Regulation

S-K,

except as follows:

Name and Title

Action

Date

Trading Arrangement

Total
Shares to
be Sold

Expiration

Date

Rule

10b5-1*

Non-Rule

10b5-1**

Michael White, Chief Scientific Officer

Adopt

February 2, 2024

114,000

February 26, 2025

*	Intended to satisfy the affirmative defense of Rule 10b5-1(c)

**	Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

ITEM 6.

EXHIBITS

The following exhibits are filed with this Quarterly Report on Form 10-Q/A.


Exhibit Number		Exhibit Description

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

101		iXBRL (Inline Extensible Business Reporting Language) for the information under Part II, “Item 5, Other Information” of this Amendment No. 1 on Form 10-Q/A.

104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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 thereunto duly authorized.


	IDEAYA Biosciences, Inc.

Date: August 6, 2024	By:	/s/ Yujiro Hata
		Yujiro Hata
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: August 6, 2024	By:	/s/ Andres Ruiz Briseno
		Andres Ruiz Briseno
		Senior Vice President, Head of Finance and Investor Relations
		(Principal Financial and Accounting Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yujiro Hata, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of IDEAYA Biosciences, Inc.; and

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andres Ruiz Briseno, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of IDEAYA Biosciences, Inc.; and

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.