Form 8-K - Current report

Ikena Oncology, Inc.

Date: June 10, 2024

/s/ Mark Manfredi

Mark Manfredi, Ph.D.

President and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2024

IKENA ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40287

81-1697316

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Ikena Oncology, Inc.

645 Summer Street, Suite 101

Boston, Massachusetts 02210

(Address of principal executive offices, including zip code)

(857) 273-8343

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trade

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

IKNA

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Ikena Oncology, Inc., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2024. As of April 10, 2024, the record date for the Annual Meeting, there were 41,889,525 outstanding shares of the Company’s voting common stock.

The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 26, 2024: (i) to elect two directors, Owen Hughes and Mark Manfredi, Ph.D., as Class III directors of the Company to serve for a three-year term expiring at the Company’s 2027 annual meeting of stockholders or until their successor has been duly elected and qualified, subject to their earlier death, resignation or removal (“Proposal 1”) and (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”).

The Company’s stockholders approved the Class III director nominees, Owen Hughes and Mark Manfredi, Ph.D., recommended for election in Proposal 1 at the Annual Meeting. The votes cast at the Annual Meeting were as follows:


	For	Withheld	Broker Non-Votes
Owen Hughes	22,250,184	4,967,774	7,247,349
Mark Manfredi, Ph.D.	24,738,833	2,479,125	7,247,349

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, recommended for ratification in Proposal 2 at the Annual Meeting. The votes cast at the Annual Meeting were as follows:


For	Against	Abstain	Broker Non-Votes
34,421,661	31,819	11,827	0

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document and Entity Information	Jun. 07, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001835579
Document Type	8-K
Document Period End Date	Jun. 07, 2024
Entity Registrant Name	IKENA ONCOLOGY, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-40287
Entity Tax Identification Number	81-1697316
Entity Address, Address Line One	Ikena Oncology, Inc.
Entity Address, Address Line Two	645 Summer Street
Entity Address, Address Line Three	Suite 101
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	(857)
Local Phone Number	273-8343
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	IKNA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false