Kyverna Therapeutics Files 8-K: Material Definitive Agreement

TL;DR

Kyverna signed a big deal, filing 8-K today.

AI Summary

On December 17, 2025, Kyverna Therapeutics, Inc. entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Emeryville, California, filed this 8-K report on December 18, 2025. The filing pertains to a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new contract or partnership for Kyverna Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, requiring further analysis to determine their full impact.

Key Numbers

• 001-41947 — Commission File Number (SEC File Number for Kyverna Therapeutics)
• 83-1365441 — IRS Employer Identification No. (EIN for Kyverna Therapeutics)

Key Players & Entities

• Kyverna Therapeutics, Inc. (company) — Registrant
• December 17, 2025 (date) — Date of earliest event reported
• December 18, 2025 (date) — Date of filing
• Delaware (jurisdiction) — State of Incorporation
• Emeryville, California (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share KYTX The Nasdaq Stock Mar
• $7.50 — n Stock"). The public offering price is $7.50 per share of Common Stock and the Under
• $7.05 — he Underwriting Agreement at a price of $7.05 per share of Common Stock. Under the te
• $100 m — from the Offering will be approximately $100 million, before deducting underwriting di

Filing Documents

• ea0270041-8k_kyverna.htm (8-K) — 37KB
• ea027004101ex1-1_kyverna.htm (EX-1.1) — 225KB
• ea027004101ex5-1_kyverna.htm (EX-5.1) — 8KB
• ea027004101ex99-1_kyverna.htm (EX-99.1) — 10KB
• ex5-1_001.jpg (GRAPHIC) — 9KB
• ex5-1_002.jpg (GRAPHIC) — 10KB
• ex5-1_003.jpg (GRAPHIC) — 2KB
• 0001213900-25-123033.txt ( ) — 541KB
• kytx-20251217.xsd (EX-101.SCH) — 3KB
• kytx-20251217_lab.xml (EX-101.LAB) — 33KB
• kytx-20251217_pre.xml (EX-101.PRE) — 22KB
• ea0270041-8k_kyverna_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 17, 2025, Kyverna Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Leerink Partners LLC and Morgan Stanley & Co. LLC as the representatives (the "Representatives") of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale in an underwritten public offering (the "Offering") of an aggregate of 13,333,333 shares of common stock, par value $0.00001 per share, of the Company ("Common Stock"). The public offering price is $7.50 per share of Common Stock and the Underwriters have agreed to purchase the shares of Common Stock pursuant to the Underwriting Agreement at a price of $7.05 per share of Common Stock. Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 1,999,999 shares of Common Stock at the public offering price, less underwriting discounts and commissions. The Offering is being made pursuant to the Company's registration statement on Form S-3 (File No. 333-286180), previously filed with the Securities and Exchange Commission (the "SEC") on March 27, 2025, and declared effective on April 15, 2025, and a prospectus supplement dated December 17, 2025. Gross proceeds from the Offering will be approximately $100 million, before deducting underwriting discounts and commissions and offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to for general corporate purposes, which may include funding research and development, capital expenditures, working capital and general and administrative expenses. The purchase and sale of the shares of Common Stock and the closing of the Offering are expected to take place on or about December 18, 20

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the anticipated use of proceeds from the Offering. The risks and uncertainties involved include the Company's ability to satisfy certain conditions to closing the Offering on a timely basis or at all, market conditions and other risks detailed from time to time in the Company's periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking by law.

01. Other Events

Item 8.01. Other Events. On December 17, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Number Description 1.1 Underwriting Agreement, dated as of December 17, 2025, by and among Kyverna Therapeutics, Inc., J.P. Morgan Securities LLC, Leerink Partners LLC and Morgan Stanley & Co. LLC. 5.1 Opinion of Paul Hastings LLP. 23.1 Consent of Paul Hastings LLP (included in Exhibit 5.1). 99.1 Press Release, dated December 17, 2025. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). 2

SIGNATURES

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. KYVERNA THERAPEUTICS, INC. Date: December 17, 2025 By: /s/ Marc Grasso Marc Grasso Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR