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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) May 26, 2023



Oncternal Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   000-50549   62-1715807

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

12230 El Camino Real

Suite 230

San Diego, CA 92130

(858) 434-1113

(Address and zip code; telephone number, including area code, of registrant’s principal executive offices)


(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 (see General Instruction A.2. below):



Written communication 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





Name of each exchange

on which registered

Common Stock, par value $0.001 per share   ONCT   The Nasdaq Stock Market, LLC

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

On May 26, 2023, Gunnar Kaufmann, Ph.D. notified Oncternal Therapeutics, Inc. (“Oncternal”) that he would be resigning as Chief Scientific Officer effective June 14, 2023 to pursue other opportunities. Dr. Kaufmann’s resignation was not the result of any disagreement with Oncternal or its Board of Directors or any matter relating to Oncternal’s operations, policies, or practices. Dr. Kaufmann and Oncternal have agreed to enter into a consulting agreement pursuant to which Dr. Kaufmann will assist Oncternal with transition matters. The equity awards held by Dr. Kaufmann as of June 14, 2023 will continue to vest during the term of the agreement. Dr. Kaufmann may also be compensated at a market hourly rate.




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.


    Oncternal Therapeutics, Inc.
Date: June 2, 2023     By:  

/s/ James B. Breitmeyer

      Name: James B. Breitmeyer
      Title: Chief Executive Officer