8-K
false 0001676725 0001676725 2025-03-28 2025-03-28

 

 

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 28, 2025

 

 

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)

5000 Shoreline Court, Suite 300

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))

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   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 5.02

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

On March 28, 2025, Susan L. Kelley, M.D. provided notice to IDEAYA Biosciences, Inc. (the “Company”) of her decision not to stand for re-election to the Board of Directors (the “Board”) of the Company upon the expiry of her current term of service at the 2025 annual meeting of stockholders (the “Annual Meeting”). Dr. Kelley will resign from the Board at the end of her current term, which will conclude immediately after the Annual Meeting. The Company is pleased that Dr. Kelley has expressed her intention to transition into an advisory role as Chair of the Company’s new Clinical Advisory Board, which is expected to be established by the Company prior to the Annual Meeting. The Company currently anticipates decreasing the size of the Board to seven (7) directors effective upon the conclusion of the Annual Meeting. Dr. Kelley’s decision not to stand for re-election is not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.


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: April 2, 2025     By:  

/s/ Yujiro Hata

      Yujiro Hata
      President and Chief Executive Officer