Subsidiary Financing
Kura Oncology, Inc. (the “Company”) formed a wholly owned subsidiary, Caspian Therapeutics, Inc. (“Caspian”), to focus on the development of next-generation menin inhibitors for the treatment of diabetes and other cardiometabolic diseases. On September 8, 2026, Caspian completed the sale and issuance of $50.0 million of shares of its Series A preferred stock in a private financing (the “Series A Financing”). The Company invested $4.3 million in the Series A Financing. As of immediately following the completion of the Series A Financing, the Company’s common stock and Series A preferred stock of Caspian comprised approximately 49.2% of the outstanding capital stock of Caspian.
Contribution and License Agreement
On September 8, 2026, the Company entered into a Contribution and License Agreement (the “Contribution Agreement”) with Caspian, pursuant to which the Company contributed to Caspian certain rights in and to next-generation menin inhibitors for the treatment of diabetes and other cardiometabolic diseases, including the compound known internally as KO-7246, and certain corresponding intellectual property and other assets (collectively, the “Assigned Assets”), in exchange for shares of Caspian common stock and a one-time reimbursement payment of up to $1.5 million for the Company’s costs of maintaining the Assigned Assets prior to closing. Caspian is solely responsible for all development, regulatory and commercialization activities with respect to products containing the Assigned Assets in the field of diabetes and other cardiometabolic diseases (the “Caspian Field”).
Under the Contribution Agreement, the Company also granted to Caspian non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable and perpetual licenses under certain of the Company’s patents and data relating to ziftomenib, for the exploitation of Caspian’s compounds and products in the Caspian Field. Caspian granted to the Company a non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable and perpetual license under the patents and know-how included in the Assigned Assets for any research and development purpose. The Contribution Agreement also contains certain negative covenants restricting the Company, for a specified period, and restricting Caspian, from exploiting menin inhibitors outside its respective field, in each case subject to customary exceptions for change of control transactions.
Intercompany Services Agreement
In conjunction with its entry into the Contribution Agreement, on September 8, 2026 the Company entered into a separate intercompany services agreement with Caspian (the “Services Agreement”), pursuant to which the Company agreed to perform certain research and development services, general administrative services and other mutually agreed services for Caspian and receive service fees therefor. The initial term of the Services Agreement will continue until the first anniversary of its effective date, and will automatically renew for successive one-year terms, unless either party provides notice of non-renewal at least 90 days prior to the expiration of the then-current term. Caspian may terminate the Services Agreement for convenience, subject to the specified notice period. Either party may terminate the Services Agreement for the other party’s uncured material breach, subject to the specified notice period and opportunity to cure such breach.
