0000950170-24-012484.txt : 20240207 0000950170-24-012484.hdr.sgml : 20240207 20240207215807 ACCESSION NUMBER: 0000950170-24-012484 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240207 FILED AS OF DATE: 20240207 DATE AS OF CHANGE: 20240207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen Fred E CENTRAL INDEX KEY: 0001339358 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41947 FILM NUMBER: 24606660 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kyverna Therapeutics, Inc. CENTRAL INDEX KEY: 0001994702 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 831365441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5980 HORTON STREET STREET 2: SUITE 550 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5106268331 MAIL ADDRESS: STREET 1: 5980 HORTON STREET STREET 2: SUITE 550 CITY: EMERYVILLE STATE: CA ZIP: 94608 3 1 ownership.xml 3 X0206 3 2024-02-07 0 0001994702 Kyverna Therapeutics, Inc. KYTX 0001339358 Cohen Fred E C/O KYVERNA THERAPEUTICS, INC. 5980 HORTON ST., STE 550 EMERYVILLE CA 94608 true false true false Stock Option (Right to Buy) 4.83 2033-11-05 Common Stock 32959 D Series A-1 Redeemable Convertible Preferred Stock Common Stock 967188 I See Footnote Series A-2 Redeemable Convertible Preferred Stock Common Stock 1940388 I See Footnote Series B Redeemable Convertible Preferred Stock Common Stock 1616348 I See Footnote 25% of the original number of shares subject to the option shall vest on January 1, 2025, and 1/48th of the original number of shares subject to the option shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service. The Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock has no expiration date and is convertible into the Issuer's Common Stock on a 1-for-4.5511 basis at any time. The number of underlying shares of Common Stock reported in Column 3 reflects an automatic conversion of each outstanding share of Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock into shares of Common Stock at a ratio of 1-for-4.5511 to be effective immediately prior to the closing of the Issuer's initial public offering. Shares held directly by Vida Ventures, LLC ("Vida"). Vida Ventures Advisors, LLC is the investment advisor to Vida. Dr. Arie Belldegrun, Leonard Potter and the Reporting Person are the managing members of Vida Ventures Advisors, LLC, and may be deemed to share voting and dispositive power over the shares held by Vida, but each disclaims beneficial ownership of the shares held by Vida except to the extent of such person's pecuniary interest therein, if any. Exhibit 24 - Power of Attorney By: /s/ Ryan Jones, as Attorney-in-Fact 2024-02-07 EX-24 2 kytx-ex24.htm EX-24 EX-24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Peter Maag, Ph.D., Ryan Jones, Ashoo Gupta and Samantha Eldredge, signing singly, the undersigned’s true and lawful attorney-in-fact and agent to:

 

(1)
execute for and on behalf of the undersigned, an officer, director and/or holder of 10% or more of a registered class of securities of Kyverna Therapeutics, Inc., a Delaware corporation (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder or Forms 144 in accordance with Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended;

 

(2)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, 5 and 144, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority, as required; and

 

(3)
take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of any such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, or Rule 144.

 

This Power of Attorney shall remain in full force and effect with respect to the undersigned until the earliest to occur of (a) such date that the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, or (b) the revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact. This Power of Attorney shall terminate with respect to each of the foregoing attorneys-in-fact at such time as such attorney-in-fact is no longer employed by the Company or any of its subsidiaries.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of February, 2024.

 

 

/s/ Fred E. Cohen, M.D., D.Phil.

Signature

 

Name: Fred E. Cohen, M.D., D.Phil.