Vida Ventures Acquires Stake in Kyverna Therapeutics

TL;DR

**Vida Ventures just bought a big chunk of Kyverna. Watch this space.**

AI Summary

Vida Ventures, LLC, along with its affiliates Fred Cohen, Vida Ventures GP III, L.L.C., Vida Ventures III, L.P., Vida Ventures III-A, L.P., and VV Manager LLC, has acquired beneficial ownership of more than 5% of Kyverna Therapeutics, Inc. common stock as of May 3, 2024. The filing does not specify the exact number of shares or dollar amount involved in this acquisition.

Why It Matters

This filing indicates a significant investment by a venture capital firm in Kyverna Therapeutics, potentially signaling confidence in the company's future prospects or a move towards influencing its strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a significant ownership stake by a venture capital firm, which could lead to changes in company strategy or potential future transactions.

Key Players & Entities

• Vida Ventures, LLC (company) — Filing entity
• Fred Cohen (person) — Group member of filing entity
• Vida Ventures GP III, L.L.C. (company) — Group member of filing entity
• Vida Ventures III, L.P. (company) — Group member of filing entity
• Vida Ventures III-A, L.P. (company) — Group member of filing entity
• VV Manager LLC (company) — Group member of filing entity
• Kyverna Therapeutics, Inc. (company) — Subject company
• Jean-Philippe Kouakou-Zebouah (person) — Chief Financial Officer of Kyverna Therapeutics, Inc.

FAQ

Key Financial Figures

• $0.00001 — me of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securitie
• $0.88 — Preferred Stock for a purchase price of $0.88 per share and an aggregate purchase pri
• $2,500,000.00 — hare and an aggregate purchase price of $2,500,000.00. Vida I received 1,553,093 shares for t
• $0.66 — conversion of certain demand notes for $0.66 per share and an aggregate amount of $1
• $1,022,246.00 — 66 per share and an aggregate amount of $1,022,246.00 In January 2020, Vida I purchased 8,83
• $7,749,999.00 — hare and an aggregate purchase price of $7,749,999.00. In November 2021, Vida I purchased 4,
• $7,499,999.00 — hare and an aggregate purchase price of $7,499,999.00. In July 2023, Vida I purchase an addi
• $6,270,000.00 — hare and an aggregate purchase price of $6,270,000.00 On February 12, 2024, upon the closing
• $22.00 — ing, for an aggregate purchase price of $22.00 per share and an aggregate purchase pri
• $5,556,166.00 — hare and an aggregate purchase price of $5,556,166.00 and Vida III-A purchased 583 shares of
• $12,826.00 — and for an aggregate purchase price of $12,826.00 (together with amounts paid by Vida III

Filing Documents

• vida-sc13d_021224.htm (SC 13D) — 139KB
• ex1.htm (EX-1) — 11KB
• 0001999371-24-005643.txt ( ) — 152KB

Security and Issuer

Item 1. Security and Issuer This joint statement on Schedule 13D (this "Statement") is filed with respect to the common stock, par value $0.00001 per share ("Common Stock"), of Kyverna Therapeutics, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 5980 Horton Street, Suite 550, Emeryville, CA 94608. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background (a) This Statement is being filed by Vida Ventures, LLC ("Vida I"), VV Manager LLC ("Vida I GP"), Vida Ventures III, L.P. ("Vida III"), Vida Ventures III-A, L.P. ("Vida III-A"), and Vida Ventures III GP, L.L.C. ("Vida III GP" and together with Vida I, Vida I GP, Vida III and Vida III-A, the "Reporting Entities") and Dr. Fred Cohen. The Reporting Entities and Dr. Cohen are collectively referred to as the "Reporting Persons." The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1 . Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Amendment except to the extent of such Reporting Person's pecuniary interest therein. (b) The business address for each of the Reporting Persons is: c/o Vida Ventures, LLC 40 Broad Street, Suite 201 Boston, MA 02109 (c) Each of Vida I, Vida III and Vida III-A is a venture capital investment entity. Vida I GP is the managing member of Vida I. Vida III GP is the general partner of each of Vida III and Vida III-A. Dr. Cohen is a senior managing director of Vida I GP and a member of the Board of Directors of the Issuer. (d) During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any vi

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. In July 2019, Vida I purchased 2,848,678 shares of the Issuer's Series A-1 Redeemable Convertible Preferred Stock for a purchase price of $0.88 per share and an aggregate purchase price of $2,500,000.00. Vida I received 1,553,093 shares for the conversion of certain demand notes for $0.66 per share and an aggregate amount of $1,022,246.00 In January 2020, Vida I purchased 8,830,901 shares of the Issuer's Series A-2 Redeemable Convertible Preferred Stock for a purchase price of $0.88 per share and an aggregate purchase price of $7,749,999.00. In November 2021, Vida I purchased 4,006,624 shares of the Issuer's Series B Redeemable Convertible Preferred Stock for a purchase price of $ 1.87 per share and an aggregate purchase price of $7,499,999.00. In July 2023, Vida I purchase an additional 3,349,538 shares of the Issuer's Series B Redeemable Convertible Preferred Stock for a purchase price of $ 1.87 per share and an aggregate purchase price of $6,270,000.00 On February 12, 2024, upon the closing of the Issuer's initial public offering (the "Offering"), each share of Series A-1, Series A-2 and Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-4.5511 basis and without payment or additional consideration (the "Conversion"). Concurrently with the Conversion, on February 12, 2024, Vida III purchased 252,553 shares of the Issuer's Common Stock, in connection with the Offering, for an aggregate purchase price of $22.00 per share and an aggregate purchase price of $5,556,166.00 and Vida III-A purchased 583 shares of the Issuer's Common Stock, in connection with the Offering, for a purchase price of $22.00 per share and for an aggregate purchase price of $12,826.00 (together with amounts paid by Vida III, the "Purchase"). Following the Conversion and the Purchase, each of Vida I, Vida III and Vida III-A directly held such number of shares of Common Stock set f

Purpose of Transaction

Item 4. Purpose of Transaction The information set forth in Item 3 of this The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise. Fred Cohen is a member of the Issuer's board of directors. In addition, Dr. Cohen, in his capacity as a director, may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer's non-employee director compensation policy, which became effective upon the effective date of the Registration Statement (as defined below). Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) and (b) See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person and Item 2 above. (c) Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. (d) Under certain circumstances set forth in the respective operating agreements of each of Vida I, Vida III and Vida III (the "Funds"), the respective limited and general partners (or non-managing and managing members, as applicable) of the Funds may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner or member, as applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In connection with its purchase of shares of the Issuer's Series B Preferred Stock, Vida I and certain of the Issuer's other investors entered into an Amended and Restated Investors' Rights Agreement, dated November 9, 2021, with the Issuer (the "Rights Agreement"). The Rights Agreement grants certain rights to Vida I, including certain demand, piggyback and Form S-3 registration rights with respect to the registrable securities held by them. The terms and provisions of the Rights Agreement are described more fully in the Issuer's Registration and the above summary is qualified in its entirety by reference to such description and the full text of the Rights Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference. In connection with the Offering, each of Vida I, Vida III, Vida III-A and Dr. Cohen has entered into lock-up agreements, pursuant to which each of Vida I, Vida III, Vida III-A and Dr. Cohen have agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuer's securities held by each of the Funds for 180 days following the date of the underwriting agreement for the Offering. The terms and provisions of such lock-up agreements are described more fully in the Registration Statement, and the above summary is qualified in its entirety by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit 3 to this Statement and is incorporated herein by reference. Dr. Cohen, in his capacity as a director, may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer's 2024 Equity Incentive Plan (the "2024 Plan"), and the Issuer'

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit 1 Joint Filing Agreement, dated April 26, 2024, by and among the Reporting Persons (filed herewith). Exhibit 2 Amended and Restated Investors' Rights Agreement, dated as of November 9, 2021 (filed as Exhibit 10.10 to the Issuer's Registration Statement on Form S-1 as filed with the Commission on January 16, 2024 (SEC File No. 333-276523) and incorporated herein by reference). Exhibit 3 Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer (filed as Exhibit D to Exhibit 1.1 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on February 1, 2024 (SEC File No. 333-276523) and incorporated herein by reference). Exhibit 4 2024 Equity Incentive Plan and associated forms (filed as Exhibit 10.2 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on February 1, 2024 (SEC File No. 333-276523) and incorporated herein by reference). Exhibit 5 Non-Employee Director Compensation Program (filed as Exhibit 10.16 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on February 1, 2024 (SEC File No. 333-276523) and incorporated herein by reference). Exhibit 6 Form of Indemnification Agreement by and between the Issuer and its directors and officers (filed as Exhibit 10.6 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on February 1, 2024 (SEC File No. 333-276523) and incorporated herein by reference). 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: May 3, 2024 VIDA VENTURES, LLC By: VV Manager LLC Its: Managing Member By: /s/ Fred Cohen Fred Cohen, Manager VV MANAGER LLC By: /s/ Fred Cohen Fred Cohen, Manager VIDA VENTURES III, L.P. By: Vida Ventures GP III, L.L.C. Its: General Partner By:

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