Baker Bros. Advisors Amends Kymera Therapeutics Stake

TL;DR

Baker Bros. Advisors updated their Kymera Therapeutics stake on 8/22/24. Big player watching.

AI Summary

Baker Bros. Advisors LP, through its group members Felix J. Baker and Julian C. Baker, has filed an amendment (Amendment No. 1) to its Schedule 13D concerning Kymera Therapeutics, Inc. The filing, dated August 22, 2024, indicates a change in beneficial ownership. Baker Bros. Advisors LP is a significant holder of Kymera Therapeutics' common stock.

Why It Matters

This filing signals a potential shift in significant shareholder activity or holdings for Kymera Therapeutics, which could influence market perception and stock price.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to price volatility.

Key Players & Entities

• Baker Bros. Advisors LP (company) — Filing entity
• Kymera Therapeutics, Inc. (company) — Subject company
• Felix J. Baker (person) — Group member of Baker Bros. Advisors
• Julian C. Baker (person) — Group member of Baker Bros. Advisors
• Alexandra A. Toohey (person) — Chief Financial Officer at Baker Bros. Advisors LP

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $40.75 — ommon Stock at a price to the public of $40.75 per share and prefunded warrants to pur
• $40.7499 — nts”) at a price to the public of $40.7499 per warrant. The Prefunded Warrants are
• $40.20 — se Common Stock at an exercise price of $40.20 per share which vest in 36 equal monthl

Filing Documents

• tm2422444d1_sc13da.htm (SC 13D/A) — 112KB
• 0001104659-24-091998.txt ( ) — 114KB

Security and Issuer

Item 1. Security and Issuer. The class of equity security to which this statement on Amendment No. 1 relates is the common stock, par value $0.0001 per share (the “Common Stock”) of Kymera Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Issuer”). The address of the principal executive offices of the Issuer is 500 North Beacon Street, 4 th Floor, Watertown, Massachusetts 02472. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of this Schedule 13D is supplemented and amended, as the case

Item 3 of this Schedule 13D is supplemented and amended, as the case may be, as follows: The disclosures in Item 4 and Item 5 below are incorporated herein by reference.

Purpose

Item 4. Purpose of the Transaction. The disclosure in Item 3 and in Item 6 below is incorporated herein by reference.

of Amendment No. 1 is supplemented and amended, as the case

Item 4 of Amendment No. 1 is supplemented and amended, as the case may be, as follows: On August 19, 2024, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Stifel, Nicolaus & Company, Incorporated (the “Underwriters”), related to the public offering (the “Offering”) of 2,002,313 shares of Common Stock at a price to the public of $40.75 per share and prefunded warrants to purchase 3,519,159 shares of Common Stock (the “Prefunded Warrants”) at a price to the public of $40.7499 per warrant. The Prefunded Warrants are exercisable at any time on a 1-for-1 basis at an exercise price of $0.0001 per share into Common Stock, subject to the limitations discussed below and have no expiration date. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 828,220 shares of Common Stock to cover overallotments, if any (“Underwriters Option”), which the Underwriters exercised in full on August 20, 2024. The Offering closed on August 21, 2024. Pursuant to the Offering, 667 and Life Sciences purchased 347,572 and 2,246,587 Prefunded Warrants respectively, at the offering price of $40.7499 per warrant, totaling 2,594,159 Prefunded Warrants in the aggregate. Each of 667 and Life Sciences purchased the Prefunded Warrants with their working capital. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at par

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The disclosure in Item 4 is incorporated by reference herein.

of Amendment No. 1 is supplemented and amended, as the case

Item 5 of Amendment No. 1 is supplemented and amended, as the case may be, as follows: (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 1 are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as shares of Common Stock that may be acquired upon exercise of Prefunded Warrants (as defined below), subject to the limitations on exercise described in Item 5. Common Prefunded Holder Stock Warrants $0.0001 667, L.P. 478,943 919,001 Baker Brothers Life Sciences, L.P. 5,516,986 9,625,653 Total 5,995,929 10,544,654 The Prefunded Warrants are only exercisable to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Limitation applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. As a result of this restriction, the number of shares that may be issued upon exercise of the Prefunded Warrants by the above holders may change depending upon changes in the number of outstanding shares of Common Stock. The Prefunded Warrants are not currently exercisable due to the effect of the Beneficial Ownership Limitation. The foregoing description of the Prefunded Warrants is qualified in its entirety by reference to the full texts of the Form of Pre-Funded Warrant to Purchase

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities.

of this Amendment No. 1 is supplemented and amended, as the

Item 6 of this Amendment No. 1 is supplemented and amended, as the case may be, as follows: Prefunded Warrants The disclosure in Item 5 regarding the Prefunded Warrants is incorporated herein by reference. The foregoing description of the Prefunded Warrants is qualified in its entirety by reference to the full text of the form of Pre-Funded Warrant to Purchase Common Stock, which is incorporated by reference as Exhibit 99.1 hereto and is incorporated herein by reference. Director Lock-up Agreement On August 7, 2024, Felix Baker entered into a Lock-Up Agreement (the “Director Lock-Up Agreement”) pursuant to which, subject to specified exceptions, Dr. Baker in his personal capacity agreed, without the prior written consent of the representatives of the Underwriters, not to (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of his Common Stock or any of his other securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Common Stock, in each case for a period beginning August 7, 2024 and continuing until November 18, 2024. The foregoing description of the Director Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Director Lock-Up Agreement, which is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference.

Materials to be filed as Exhibits

Item 7. Materials to be filed as Exhibits. Exhibit Description 99.1 Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 20, 2024). 99.2 Form of Lock-Up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 20, 2024). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 22, 2024 BAKER BROS. ADVISORS LP By: Baker Bros. Advisors (GP) LLC, its general partner By: /s/ Scott L. Lessing Name: Scott L. Lessing Title: President BAKER BROS. ADVISORS (GP) LLC By: /s/ Scott L. Lessing Name: Scott L. Lessing Title: President /s/ Julian C. Baker Julian C. Baker /s/ Felix J. Baker Felix J. Baker

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