aibioKura Oncology files amended 2023 Inducement Option Plan with 3,250,000-share reserve
Tickers KURA
The plan was amended by the board on October 15, 2025 and is filed as an exhibit. It is built around Nasdaq's inducement-grant exemption from shareholder approval.
Key facts
- Company
- Kura Oncology, Inc. (NASDAQ: KURA)
- News type
- Listings
- Primary source
- Kura Oncology, Inc. 8-K (2025-10-16)
What was filed
Kura Oncology, Inc. (Nasdaq: KURA) filed the text of its 2023 Inducement Option Plan as an exhibit on October 16, 2025. The plan shows that the board adopted it on December 18, 2023, amended it on December 16, 2024 and amended it again on October 15, 2025. The exhibit is the plan text alone. It does not say what the latest amendment changed, how many options have been granted, or how many shares Kura has outstanding, so it cannot show how large the share reserve is against the company.
Who can get options, and who signs off
Only individuals who meet the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance in Nasdaq IM 5635-1 may receive awards. The plan says it is built to fit the exemption from the stockholder approval requirement for inducement grants in Rule 5635(c)(4). In practice that means grants under the plan do not go to a stockholder vote. A person who previously served as an employee or director is not eligible, except after a bona fide period of non-employment.
Awards must be approved by a majority of the company's independent directors or by a compensation committee made up solely of independent directors. The board administers the plan and can suspend or terminate it at any time, but only the independent directors or that committee can grant awards.
The plan provides for options only, and all of them are nonstatutory stock options, meaning they do not qualify as incentive stock options under Section 422 of the Code.
The share reserve
The plan caps the shares of common stock that may be issued under awards at 3,250,000 shares, subject to adjustments for changes in capitalization. Shares issued in connection with a merger or acquisition, as Nasdaq Rule 5635(c) permits, do not reduce the reserve. The expiration or termination of an unexercised portion of an award does not reduce it either. Shares withheld to pay an option's exercise price or tax withholding, and shares bought back on the open market with exercise proceeds, count as issued and do reduce it. Shares forfeited back to the company before vesting return to the reserve.
The filing gives no figure for the reserve before the October 2025 amendment, so it does not show whether the 3,250,000 total is new.
Option terms
No option can be exercised after ten years from its grant date. The exercise price must be at least 100% of fair market value on the grant date, with one exception: options granted in assumption of or substitution for another option in a corporate transaction may carry a lower price. Fair market value is the closing sale price on the exchange where the stock is listed, unless the board decides otherwise. Exercise may be paid in cash, check, bank draft or money order, through a broker program under Regulation T, with shares already owned, by a net exercise, or in any other form the board accepts.
Neither the board nor a committee may lower the exercise price of an outstanding option, or cancel an option priced above the market for cash or other awards, unless stockholders approved the action within 12 months before it.
After a participant's service ends for a reason other than cause, death or disability, the option can be exercised for three months. The period is 12 months after disability and 18 months after death. An option ends immediately if service ends for cause. Options generally cannot be transferred except by will, by the laws of descent and distribution, by domestic relations order or by a beneficiary designation the board allows. For non-exempt employees, an option cannot first be exercised until six months after grant, though it may vest sooner.
Clawbacks and limits
All awards are subject to recoupment under the Incentive Compensation Recoupment Policy that Kura adopted on April 4, 2023 and the one it adopted on October 17, 2023. The board may add further clawback terms in an award agreement. No dividends or dividend equivalents may be paid on shares before they vest.