MRTX Mirati Therapeutics Inc

MIRATI THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		46-2693615
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): 

Large Accelerated filer	o		Accelerated filer	ý
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	¨
			Emerging growth company	ý

 

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 7(a)(2)(B) of the Securities Act ý

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered (1)		Proposed maximum offering price per share					Proposed maximum aggregate offering price					Amount of registration fee
Amended and Restated 2013 Equity Incentive Plan Common Stock, $0.001 par value per share		2,900,000 shares	(2)		$	3.65		(4)		$	10,585,000		(4)	$	1,226.80
Amended and Restated 2013 Equity Incentive Plan Common Stock, $0.001 par value per share		120,000 shares	(3)		$	6.45		(5)		$	774,000			$	89.71
TOTAL		3,020,000 shares			N/A					$	11,359,000			$	1,316.51

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ITEM 8.                         EXHIBITS.

A list of the exhibits filed as part of this Registration Statement on Form S-8 is set forth on the Exhibit Index, and is incorporated herein by reference.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on May 25, 2017 .

 

	MIRATI THERAPEUTICS, INC.
	By:	/s/ Charles M. Baum
		Charles M. Baum, M.D., Ph.D.
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS,  that each person whose signature appears below constitutes and appoints Charles M. Baum and Jamie A. Donadio, and each of them, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (the “ Commission ”), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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Signature		Title		Date
/S/ CHARLES M. BAUM		President, Chief Executive Officer and Director (Principal Executive Officer)		May 25, 2017
Charles M. Baum, M.D., Ph.D.
/S/ JAMIE A. DONADIO		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		May 25, 2017
Jamie A. Donadio
/S/ RODNEY LAPPE		Chairman of the Board		May 25, 2017
Rodney Lappe, Ph.D.
/S/ MICHAEL GREY		Director		May 25, 2017
Michael Grey
/S/ HENRY J. FUCHS		Director		May 25, 2017
Henry J. Fuchs, M.D.
/S/ CRAIG JOHNSON		Director		May 25, 2017
Craig Johnson
/S/ BRUCE L.A. CARTER		Director		May 25, 2017
Bruce L.A. Carter, Ph.D.

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EXHIBIT INDEX

Exhibit Number		Description
3.1	(1)	Amended and Restated Certificate of Incorporation of the Registrant.
3.2	(2)	Bylaws of the Registrant.
3.3	(3)	Amendment to Bylaws.
4.1	(4)	Form of Common Stock Certificate of the Registrant.
5.1		Opinion of Cooley LLP.
23.1		Consent of Independent Registered Public Accounting Firm.
23.3		Consent of Cooley LLP. Reference is made to Exhibit 5.1.
24.1		Power of Attorney. Reference is made to the signature page hereto.
99.1	(5)	Amended and Restated 2013 Equity Incentive Plan (as approved by the Registrant's Board of Directors on September 12, 2016).
99.2	(6)	Amended and Restated 2013 Equity Incentive Plan (as approved by the Registrant's Stockholders on May 17, 2017).

(1)	Previously filed as Exhibit 3.1 to the Registrant’s General Form for Registration of Securities on Form 10 (File No. 001-35921), originally filed with the Commission on May 10, 2013, as amended, and incorporated herein by reference.

(2)	Previously filed as Exhibit 3.2 to the Registrant’s General Form for Registration of Securities on Form 10 (File No. 001-35921) originally filed with the Commission on May 10, 2013, as amended, and incorporated herein by reference.

(3)	Incorporated by reference to Mirati Therapeutics, Inc.'s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2016.

(4)	Previously filed as Exhibit 4.1 to the Registrant’s General Form for Registration of Securities on Form 10 (File No. 001-35921), originally filed with the Commission on May 10, 2013, as amended, and incorporated herein by reference.

(5)	Previously filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Commission on November 3, 2016 and incorporated herein by reference.

(6)	Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 19, 2017 and incorporated herein by reference.