Form S-8 - Securities to be offered to employees in employee benefit plans
06 Agosto 2024 - 4:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 6, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IDEAYA Biosciences, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
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47-4268251 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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5000 Shoreline Court, Suite 300
South San Francisco, California |
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94080 |
(Address of Principal Executive Offices) |
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(Zip Code) |
IDEAYA Biosciences, Inc. 2023 Employment
Inducement Award Plan
(Full Title of the Plan)
Yujiro Hata
President and Chief Executive Officer
IDEAYA Biosciences, Inc.
5000 Shoreline Court, Suite 300
South San Francisco, California 94080
(650) 443-6209
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark
V. Roeder, Esq.
Benjamin A. Potter, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600
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, smaller reporting company and emerging growth company in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the
Commission) for the purpose of registering an additional 1,000,000 shares of common stock, par value $0.0001 per share (common stock), of IDEAYA Biosciences, Inc. (the Registrant) issuable under the IDEAYA
Biosciences, Inc. 2023 Employment Inducement Award Plan (as amended, the Inducement Plan), pursuant to which the Registrant reserved 1,000,000 shares of common stock. The additional shares registered pursuant to the Inducement Plan are
of the same class as other securities relating to the Inducement Plan for which the Registration Statement on Form S-8 (File
No. 333-270334) filed on March 7, 2023 is effective. The Inducement Plan was adopted and amended by the Registrants board of directors without stockholder approval pursuant to Rule
5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market.
Pursuant to Instruction E of Form S-8, the
contents of the above referenced prior registration statement are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein, except for Item 8,
which is being updated by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the SEC).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this registration statement, IDEAYA Biosciences, Inc. is sometimes referred to as Registrant, we, us or
our.
Item 3. Incorporation of Documents by Reference.
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this
registration statement the following documents previously filed with the SEC:
(a) |
Our Annual Report on Form
10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024; |
(b) |
Our Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2024 and June 30, 2024, filed with the SEC on May 7, 2024 (as amended by our
Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the period ended March
31, 2024, filed with the SEC on August
6, 2024) and August 6, 2024, respectively; |
(c) |
Our Current Reports on Form 8-K filed with the SEC on January
12, 2024, January
16, 2024, January
19, 2024, January
23, 2024, March
12, 2024, May
31, 2024, June
3, 2024, June
27, 2024, July
8, 2024, July
9, 2024 (only with respect to Item 8.01), July
11, 2024 and July 31, 2024; |
(d) |
The information specifically incorporated by reference into the Registrants Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April
19, 2024; and |
(e) |
The description of the Registrants common stock contained in the Registrants Description of
Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 filed as Exhibit 4.3 to our Annual Report
on Form 10-K for the year ended December 31, 2023 and any amendments or reports filed for the purpose of updating such description. |
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or
7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished
on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.
Exhibit Index
# |
Indicates management contract or compensatory plan. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 South San Francisco, California, on this 6th day
of August, 2024.
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IDEAYA Biosciences, Inc. |
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By: |
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/s/ Yujiro Hata |
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Yujiro Hata |
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President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Yujiro Hata and Andres Ruiz Briseno, and
each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign
any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration
is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents,
with full power of each to act alone, 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 for 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 his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature |
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Title |
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Date |
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/s/ Yujiro Hata
Yujiro Hata |
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President, Chief Executive Officer and Director
(Principal Executive Officer) |
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August 6, 2024 |
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/s/ Andres Ruiz Briseno
Andres Ruiz Briseno |
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SVP, Head of Finance and Investor Relations
(Principal Financial and Accounting Officer) |
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August 6, 2024 |
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/s/ Terry Rosen, Ph.D.
Terry Rosen, Ph.D. |
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Chairman of the Board of Directors |
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August 6, 2024 |
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/s/ Garret Hampton, Ph.D.
Garret Hampton, Ph.D. |
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Director |
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August 6, 2024 |
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/s/ Susan L. Kelley, M.D.
Susan L. Kelley, M.D. |
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Director |
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August 6, 2024 |
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/s/ Catherine Mackey, Ph.D.
Catherine Mackey, Ph.D. |
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Director |
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August 6, 2024 |
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/s/ Scott Morrison |
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Director |
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August 6, 2024 |
Scott Morrison |
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/s/ Jeffrey Stein, Ph.D. |
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Director |
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August 6, 2024 |
Jeffrey Stein, Ph.D. |
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/s/ Wendy Yarno |
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Director |
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August 6, 2024 |
Wendy Yarno |
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Exhibit 5.1
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140 Scott Drive |
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Menlo Park, California 94025 |
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Tel: +1.650.328.4600 Fax: +1.650.463.2600 |
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www.lw.com |
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FIRM / AFFILIATE OFFICES |
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Austin |
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Milan |
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Beijing |
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Munich |
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Boston |
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New York |
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Brussels |
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Orange County |
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Century City |
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Paris |
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Chicago |
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Riyadh |
August 6, 2024 |
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Dubai |
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San Diego |
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Düsseldorf |
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San Francisco |
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Frankfurt |
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Seoul |
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Hamburg |
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Silicon Valley |
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Hong Kong |
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Singapore |
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Houston |
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Tel Aviv |
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London |
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Tokyo |
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Los Angeles |
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Washington, D.C. |
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Madrid |
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IDEAYA Biosciences, Inc.
7000
Shoreline Court, Suite 350
South San Francisco, CA 94080
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Re: |
Registration Statement on Form S-8; 1,000,000 shares of Common Stock of
IDEAYA Biosciences, Inc., par value $0.0001 per share |
To the addressee set forth above:
We have acted as special counsel to IDEAYA Biosciences, Inc., a Delaware corporation (the Company), in connection
with the registration by the Company of an aggregate of 1,000,000 shares of common stock of the Company, par value $0.0001 per share (the Shares), issuable under the Companys 2023 Employment Inducement Award Plan (as
amended, the Plan).
The Shares are included in a registration statement on Form
S-8 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on August 6, 2024 (the
Registration Statement). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as
to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.
With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law
of the State of Delaware (the DGCL), and we express no opinion with respect to any other laws.
August 6, 2024
Page
2
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as
of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor in the
circumstances contemplated by the Plan, assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with
the requirements of law and the applicable Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company,
and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely
upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Sincerely, |
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/s/ Latham & Watkins LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of IDEAYA Biosciences,
Inc. of our report dated February 20, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in IDEAYA Biosciences, Inc.s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
San Jose, California
August 6, 2024
Exhibit 99.1(c)
Amendment to the
IDEAYA
Biosciences, Inc.
2023 Employment Inducement Award Plan
This amendment (the Amendment) to the IDEAYA Biosciences, Inc. 2023 Employment Inducement Award Plan (the Plan) is
effective as of June 25, 2024, the date the board of directors (the Board) of IDEAYA Biosciences, Inc., a Delaware corporation (the Company), approved the Amendment as set forth herein. Capitalized terms used but not
otherwise defined herein shall have the respective meanings ascribed to them in the Plan.
WHEREAS, the Board may amend the Plan at any
time; provided that the Board will obtain stockholder approval of any amendment to the Plan to the extent necessary to comply with Applicable Law; and
WHEREAS, the Board desires to amend the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, that the Plan be and hereby is amended as follows:
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1. |
Section 5.1 of the Plan is hereby amended to read as follows: |
Number of Shares. Subject to adjustment under Article IX and the terms of this Article V, Awards may be made under the Plan covering up
to 2,000,000 Shares. Shares issued or delivered under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.
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2. |
This Amendment shall be and hereby is incorporated in and forms a part of the Plan. |
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3. |
Except as set forth herein, the Plan shall remain in full force and effect. |
* * *
0001676725EX-FILING FEESfalse2023 Inducement Plan Common Stock, par value $0.0001 per sharePursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock, par value $0.0001 per share (“Common Stock”), of IDEAYA Biosciences, Inc. (the “Registrant”) that become issuable under the Registrant’s 2023 Employment Inducement Award Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s shares of Common Stock as reported on the Nasdaq Global Select Market on August 2, 2024, which date is within five business days prior to the filing of this Registration Statement. 0001676725 2024-08-05 2024-08-05 0001676725 1 2024-08-05 2024-08-05 iso4217:USD xbrli:pure xbrli:shares
Calculation of Filing Fee Tables
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type |
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Security Class Title |
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Fee Calculation Rule |
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Amount Registered |
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Proposed Maximum Offering Price Per Share |
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Maximum Aggregate Offering Price |
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Fee Rate |
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Amount of Registration Fee |
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Fees to be Paid |
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1 |
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Equity |
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2023 Inducement Plan Stock, par value $0.0001 per share |
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457(h) |
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1,000,000 |
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$39.945 |
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$39,945,000 |
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$0.0001476 |
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$5,895.89 |
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Total Offering Amounts |
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$39,945,000 |
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$5,895.89 |
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Total Fees Previously Paid |
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— |
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Total Fee Offsets |
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— |
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Net Fee Due |
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$5,895.89 |
(1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock, par value $0.0001 per share (“Common Stock”), of IDEAYA Biosciences, Inc. (the “Registrant”) that become issuable under the Registrant’s 2023 Employment Inducement Award Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. |
Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s shares of Common Stock as reported on the Nasdaq Global Select Market on August 2, 2024, which date is within five business days prior to the filing of this Registration Statement.
v3.24.2.u1
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Offerings - Offering: 1
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Aug. 05, 2024
USD ($)
shares
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(1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock, par value $0.0001 per share (“Common Stock”), of IDEAYA Biosciences, Inc. (the “Registrant”) that become issuable under the Registrant’s 2023 Employment Inducement Award Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. | Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s shares of Common Stock as reported on the Nasdaq Global Select Market on August 2, 2024, which date is within five business days prior to the filing of this Registration Statement.
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