KURA Kura Oncology Inc

Item 1.01. Entry into a Material Definitive Agreement.

On November 9, 2017, Kura Oncology, Inc. (the “Company”) entered into an Amendment No. 1 (the “Amendment”) to its Sales Agreement, dated January 27, 2017 (the “Sales Agreement” and, as amended by the Amendment, the “Amended Sales Agreement”), with Cowen and Company, LLC (“Cowen”) under which the Company increased the maximum aggregate offering price of the shares of its common stock, par value $0.0001 per share (the “Common Stock”), that the Company may offer and sell from time to time at its sole discretion through Cowen as its sales agent from $25.0 million to $100.0 million (such additional $75.0 million shares of Common Stock, the “Shares”).

Cowen may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation sales made by means of ordinary brokers’ transactions on the Nasdaq Global Select Market or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise directed by the Company. Cowen will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Cowen a commission of up to 3.0% of the gross sales proceeds of any Shares sold through Cowen under the Amended Sales Agreement, and also has provided Cowen with customary indemnification rights.

The Company is not obligated to make any sales of the Shares under the Amended Sales Agreement. The offering of the Shares pursuant to the Amended Sales Agreement will terminate upon the earlier of (i) the sale of all Shares pursuant to the Amended Sales Agreement or (ii) termination of the Amended Sales Agreement in accordance with its terms.

The foregoing description of the Amended Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Sales Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The issuance and sale of the Shares by the Company under the Amended Sales Agreement, if any, is subject to the effectiveness of the Company’s registration statement on Form S-3 (which registration statement includes a sales agreement prospectus relating to the offer and sale of the Shares), filed with the Securities and Exchange Commission concurrently with this Current Report on Form 8-K on November 9, 2017. The Company cannot make assurances as to if or whether this registration statement will become effective or, if it does become effective, as to the continued effectiveness of the registration statement.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.