8-K

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 22, 2016

MIRATI THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35921	46-2693615
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

9393 Towne Centre Drive, Suite 200

San Diego, California 92121

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 332-3410

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 (see General Instruction A.2. below):

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

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On June 22, 2016, Mark J. Gergen and Mirati Therapeutics, Inc. (the “Company”) mutually agreed that Mr. Gergen will resign as the Company’s Executive Vice President and Chief Operations Officer, effective September 16, 2016 (the “Separation Date”).  In exchange for providing transition services through the Separation Date, the Company and Mr. Gergen intend to enter into a transition and separation agreement (the “Separation Agreement”) that provides Mr. Gergen will receive, as severance benefits, (a) 12 months base salary, (b) reimbursement of COBRA premiums through September 16, 2017, or, if earlier, his death or eligibility for health insurance through a new employer, and (c) extension of the post-termination exercise period of his options to acquire Company common stock to June 30, 2017.  The Separation Agreement will also contain a nondisparagement obligation on both parties, and a standard release of claims on the part of Mr. Gergen.

In connection with Mr. Gergen’s transition, the Board appointed Rodney Lappe, the current Chairman of the Board, as Executive Chairman of the Board.  As Executive Chairman, Mr. Lappe will serve as an advisor to the management team.  A press release announcing Mr. Gergen’s transition and Dr. Lappe’s appointment is attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated June 22, 2016

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SIGNATURES

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

Date: June 22, 2016	MIRATI THERAPEUTICS, INC.
	By:	/s/ Charles M. Baum
		Charles M. Baum
		President and Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated June 22, 2016

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EX-99.1

Exhibit 99.1

MIRATI THERAPEUTICS ANNOUNCES CHANGE IN EXECUTIVE LEADERSHIP

SAN DIEGO — June 22, 2016 — Mirati Therapeutics, Inc. (NASDAQ: MRTX) today announced that Mark Gergen will step down as Executive Vice President and Chief Operations Officer to pursue other opportunities, transitioning over the coming months.

“We want to thank Mark for his important contributions and leadership over the past three years during a critical period for the Company, and wish him all the best in his next endeavor,” said Charles M. Baum, M.D., Ph.D., president and CEO.

“We will continue to focus on our targeted oncology approach with glesatinib and sitravatinib, where we have demonstrated clear clinical benefit,” continued Baum.  “The remainder of 2016 will be dedicated to establishing clinical efficacy in these programs.”

As part of the transition, current Board chairman Rodney Lappe, Ph.D., will assume the role of Executive Chairman, acting as an advisor to the management team.

“We strongly believe in the Company and their scientific approach to oncology and we fully support the management team as they drive ongoing programs to critical clinical milestones in 2016,” said Lappe.

About Mirati

Mirati Therapeutics develops molecularly targeted therapies intended to treat cancer by combining the three most important factors in oncology drug development: 1) researching and developing drug candidates that target genetic and epigenetic drivers of cancer as single agents and in combination, including combination with immune therapy, 2) designing creative and agile clinical development strategies that select for patients whose tumors are dependent on specific driver alterations, and 3) leveraging a highly accomplished oncology precision medicine leadership team. The Mirati team uses a blueprint proven by their prior work for developing potential breakthrough cancer therapies with accelerated development paths to improve outcomes for patients. Mirati is advancing three drug candidates through clinical development for multiple oncology indications. More information is available at www.mirati.com.

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Forward Looking Statements

Certain statements contained in this news release, other than statements of fact that are independently verifiable at the date hereof, contain “forward-looking” statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve significant risks and uncertainties. For more detailed disclosures and discussions regarding such forward looking statements, please refer to Mirati’s filings with the U.S. Securities and Exchange Commission (“SEC”), including without limitation Mirati’s filings on Forms 10-K, 10-Q, and 8-K. Forward looking statements are based on the current expectations of management and upon what management believes to be reasonable assumptions based on information currently available to it. Such statements can usually be identified by the use of words such as “may,” “would,” “believe,” “intend,” “plan,” “anticipate,” “estimate,” “expect,” and other similar terminology, or by statements that certain actions, events or results “may” or “would” be taken, occur or be achieved. Such statements include, but are not limited to, statements regarding Mirati’s development plans and timelines, potential regulatory actions, expected use of cash resources, the timing and results of clinical trials, and the potential benefits of and markets for Mirati’s product candidates. Forward looking statements involve significant risks and uncertainties and are neither a prediction nor a guarantee that future events or circumstances will occur. Such risks include, but are not limited to, potential delays in development timelines or negative clinical trial results, reliance on third parties for development efforts, changes in the competitive landscape, changes in the standard of care, as well as other risks described in Mirati’s filings with the SEC. We are including this cautionary note to make applicable, and to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. The information in this news release is given as of the date above and Mirati expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

Contacts:
Marcy Graham	Jesse Baumgartner
Mirati Therapeutics Inc.	Stern Investor Relations
Vice President, Investor Relations and	Senior Associate
Corporate Communications	(212) 362-1200
(858) 332-3557	jesse@sternir.com
grahamm@mirati.com

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