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Kura Oncology, Inc.

For the period ended Sep 30, 2026. Filed Nov 10, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 10, 2026

KURA$7.570.0%Stored close · as of Nov 10, 2026

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Item 5. Other Information

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

Loan and Security Agreement

On November 9, 2026, we entered into the Oberland Loan Agreement. The Oberland Loan Agreement provides up to $275.0 million in term loans in five tranches, each a Term Loan. At closing, we borrowed $50.0 million under the Initial Advance. Subject to applicable funding conditions, we may borrow $50.0 million under the second tranche and $25.0 million under the third tranche, in each case at our option on or before December 31, 2027. A $50.0 million fourth tranche is available through December 31, 2028, subject to applicable funding conditions, including our announcement of positive clinical data from the Phase 3 Milestone. Once available, the fourth tranche is mandatory unless the second tranche has already been funded, in which case the fourth tranche is available at our option. The Oberland Loan Agreement includes an uncommitted fifth tranche of up to $100.0 million, available through December 31, 2028, subject to mutual agreement and the applicable funding conditions.

Each Term Loan matures on November 9, 2033, or the Maturity Date, and bears interest at a floating rate per annum of the three-month term SOFR rate, plus 3.20%, subject to an overall interest rate floor of 6.95% and cap of 8.95%. For the first twelve quarters following each advance, 50% of the interest on such advance is payable in kind quarterly in arrears and added to the outstanding principal balance. All other interest amounts are payable in cash quarterly in arrears. All outstanding principal, including capitalized payment-in-kind interest, and accrued and unpaid interest are due on the Maturity Date.

At our option, we may prepay all, but not less than all, of the outstanding advances, together with accrued and unpaid interest, a prepayment charge, if any, an end of term charge and other amounts due under the Oberland Loan Agreement. The Oberland Loan Agreement also requires repayment upon a change in control, as defined therein.

Our obligations under the Oberland Loan Agreement and the Royalty Participation Agreement described below are required to be guaranteed by any later formed or acquired subsidiaries, each a Guarantor, and secured by liens on substantially all of our and the Guarantors’ assets, including intellectual property, subject to specified exclusions. The Oberland Loan Agreement contains customary affirmative and negative covenants, including restrictions on additional indebtedness, liens, investments, distributions, asset transfers, mergers and acquisitions, and certain affiliate transactions, subject to specified exceptions. Customary events of default may result in acceleration of our obligations.

The foregoing description of the Oberland Loan Agreement is not complete and is qualified in its entirety by reference to the text of the Oberland Loan Agreement, a copy of which will be filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2026.

In connection with closing on November 9, 2026, we terminated the Hercules Loan Agreement and repaid the $10.0 million outstanding principal balance, accrued interest and legal fees. A portion of the amounts payable under the payoff letter were funded from a portion of the Initial Advance.

Royalty Participation Agreement

On November 9, 2026, in connection with the Oberland Loan Agreement, we entered into the Royalty Participation Agreement, with Oberland as administrative and collateral agent for the Royalty Holders. Under the Royalty Participation Agreement, we are obligated to make quarterly cash payments based on U.S. net sales of ziftomenib and certain related Products, as defined in the Royalty Participation Agreement.

The royalty rates are determined by reference to the aggregate original principal amount funded under the Oberland Loan Agreement. During the royalty participation period, described below, we will owe a low single-digit royalty on the portion of annual net sales up to $250.0 million, 0% on the portion of annual net sales exceeding $250.0 million and up to $1.0 billion, and a less than 1.5% royalty on the portion of annual net sales exceeding $1.0 billion.

The royalty participation period begins October 1, 2028 and ends on the earliest of (x) November 9, 2036, or the Outside Date, (y) the date upon which the Royalty Holders receive aggregate royalty participation payments equal to the Cap Amount, and (z) payment in full of the repurchase price for the royalty participation, or the Repurchase Price. The Cap Amount equals 20.0% of the aggregate principal amount funded under the Oberland Loan Agreement, including original issue discount but excluding capitalized payment-in-kind interest. As of any date of determination, the Repurchase Price equals the then-applicable Cap Amount less aggregate royalty participation payments previously received by the Royalty Holders. If the royalty participation period ends on the Outside Date, we must pay the then-applicable Repurchase Price. Payments are payable quarterly on the last day of each quarter, based on our good-faith estimate of net cash receipts for the applicable quarter, subject to quarterly and annual reconciliation to final net sales.

We may repurchase the royalty participation in full at any time for the then-applicable Repurchase Price, after which no further advances are available under the Oberland Loan Agreement. Oberland may require us to repurchase the royalty participation at the Repurchase Price upon a change in control other than a Qualified Acquisition, as defined in the Oberland Loan Agreement, or during a continuing event of default. The Repurchase Price is automatically due upon specified bankruptcy or insolvency events. Repayment of the Term Loans alone does not terminate our royalty obligations.

The Royalty Participation Agreement also requires us to use commercially reasonable efforts to obtain marketing approvals for covered products, including the specified AML approval following positive clinical data from KOMET-017; commercialize approved products in the United States; maintain approvals necessary for U.S. commercialization for all approved indications; and ensure a continuous supply sufficient to meet market demand. We may not withdraw or abandon an obtained U.S. marketing approval unless required by law or required or directed by a governmental authority.

The foregoing description of the Royalty Participation Agreement is not complete and is qualified in its entirety by reference to the text of the Royalty Participation Agreement, a copy of which will be filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2026.

Securities Purchase Agreement

In connection with the Oberland Loan Agreement, on November 9, 2026, we also entered into the Purchase Agreement with TPC, an affiliate of Oberland. Pursuant to the Purchase Agreement, at the initial closing on November 9, 2026, TPC purchased an aggregate of 687,758 shares of our common stock, at a purchase price of $7.27 per share, for aggregate gross proceeds of approximately $5.0 million. TPC also agreed to purchase an additional $5.0 million of our common stock contemporaneously with the funding of the fourth tranche under the Oberland Loan Agreement. The purchase price per share for the additional shares will equal the volume-weighted average sale price, or VWAP, of our common stock over the 30 consecutive business days immediately preceding the closing.

The Purchase Agreement also grants the investors an option to purchase up to an additional $15.0 million of our common stock at a price per share equal to the VWAP of our common stock over the 30 consecutive business days immediately preceding the applicable exercise. The option is exercisable until the earliest of the maturity or repayment in full of the term loans under the Oberland Loan Agreement or the closing of certain corporate reorganization transactions. Issuances of additional shares and option shares are subject to limitations designed to comply with Nasdaq Listing Rule 5635(d), including an exchange cap and minimum purchase price requirements.

The shares issued and issuable pursuant to the Purchase Agreement will not be registered under the Securities Act at the time of issuance. The shares are being issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act, based in part on the investors’ representations that they are accredited investors acquiring the securities for investment purposes and the absence of any general solicitation or advertising. The Purchase Agreement requires us to file with the SEC, within 30 days after the date of the Purchase Agreement, a shelf registration statement covering the resale of the shares issued and issuable pursuant to the Purchase Agreement and to cause such registration statement to become effective no later than five days following receipt of notice from the SEC that it will not be reviewed or, if reviewed by the SEC, within 60 days after filing.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2026.

Amendment to Sales Agreement

In November 2023, we entered into the Original ATM Facility under which we could offer and sell, from time to time, at our sole discretion, shares of our common stock having an aggregate offering price of up to $150.0 million. On November 2, 2026, our November 2023 automatic shelf registration statement on Form S-3 and sales agreement prospectus therein relating to the Original ATM Facility expired. On November 10, 2026, we entered into Amendment No. 1 to, among other things, remove the $150.0 million aggregate offering price limitation from the Sales Agreement. Promptly following the filing of this Quarterly Report, we plan to file with the SEC an automatic shelf registration statement on Form S-3 and related sales agreement prospectus under which we may offer and sell, from time to time, at our sole discretion, shares of our common stock under the Sales Agreement, as amended by Amendment No. 1, having an aggregate offering price of up to an additional $150.0 million.

The foregoing description of Amendment No. 1 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is filed as Exhibit 10.9 to this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q 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.

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