Kyverna Therapeutics Announces Pricing of $100 Million Public Offering of Common Stock

Kyverna Therapeutics (Nasdaq: KYTX) priced an underwritten public offering of 13,333,333 common shares at $7.50 per share to raise approximately $100 million gross, before underwriting discounts, commissions and offering expenses.

Rhea-AI Summary

Kyverna Therapeutics (Nasdaq: KYTX) priced an underwritten public offering of 13,333,333 common shares at $7.50 per share to raise approximately $100 million gross, before underwriting discounts, commissions and offering expenses. The offering is expected to close on or about December 18, 2025, and Kyverna granted a 30-day option for underwriters to buy up to 1,999,999 additional shares at the public offering price less underwriting discounts and commissions.

J.P. Morgan, Leerink Partners, Morgan Stanley and Wells Fargo Securities are joint book-running managers. The securities are offered under an effective Form S-3 shelf registration declared effective on April 15, 2025.

Positive

• Gross proceeds of approximately $100 million
• All offered shares sold by the company (primary issuance)
• 30-day option to purchase 1,999,999 additional shares
• Offering conducted under effective Form S-3 shelf

Negative

• Issuance of 13,333,333 shares may dilute existing shareholders
• Net proceeds reduced by underwriting discounts, commissions and expenses

Argus Dec 17 session

-32.52% close to close Open Argus

Details

News Market Reaction – KYTX

On Dec 17, the day this news came out, KYTX closed 32.52% below the previous close.

Data tracked by StockTitan Argus for the Dec 17 session.

Key Figures

Offering size: $100 million Shares offered: 13,333,333 shares Offer price: $7.50 per share +5 more

Offering size

$100 million

Gross proceeds before fees from current underwritten public offering

Shares offered

13,333,333 shares

Primary common stock offered by Kyverna in this deal

Offer price

$7.50 per share

Public offering price for new common shares

Underwriter option shares

1,999,999 shares

30-day option for additional shares at the offering price

Form S-3 file number

File No. 333-286180

Registration statement referenced for this offering

Expected closing date

December 18, 2025

Planned settlement date, subject to customary conditions

Pre-news share price

$10.24

Last price before this offering pricing announcement

1-day price change

-5.36%

Move in prior 24 hours before this news

Historical Context

5 past events · Latest: Dec 15

5 events

1. Dec 15

   Equity offering proposal

   24h Move

   +23.2%

   Company proposed a $100M common stock offering with underwriter option.

2. Dec 15

   Clinical data update

   24h Move

   +23.2%

   Positive topline Phase 2 KYSA-8 SPS results with strong efficacy and safety.

3. Dec 14

   Event announcement

   24h Move

   +23.2%

   Company scheduled webcast to present upcoming KYSA-8 topline SPS data.

4. Nov 12

   Earnings and update

   24h Move

   +4.7%

   Q3 2025 results with robust pipeline progress and liquidity into 2027.

5. Nov 10

   Conference appearance

   24h Move

   -2.9%

   Announcement of CEO presentation at a major healthcare investor conference.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

underwritten public offering, common stock, gross proceeds, underwriters, +4 more

8 terms

underwritten public offering financial

"today announced the pricing of an underwritten public offering of 13,333,333 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

common stock financial

"public offering of 13,333,333 shares of its common stock at a public offering price"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

gross proceeds financial

"The gross proceeds to Kyverna from the offering, before deducting underwriting discounts"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

underwriters financial

"Kyverna has granted the underwriters a 30-day option to purchase up to"

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

joint book-running managers financial

"J.P. Morgan, Leerink Partners, Morgan Stanley and Wells Fargo Securities are acting as joint book-running managers"

Joint book-running managers are the lead banks or financial firms responsible for organizing and overseeing the sale of a large financial offering, such as a company’s stock or bonds. They coordinate efforts to set the price, attract investors, and ensure the offering is successful. Their role is important to investors because they help ensure the offering is well-managed, properly priced, and accessible to a wide range of buyers.

form s-3 regulatory

"registration statement on Form S-3 (File No. 333-286180) that was filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

registration statement regulatory

"pursuant to an effective “shelf” registration statement on Form S-3"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"A preliminary prospectus supplement and the accompanying prospectus relating to and describing"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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EMERYVILLE, Calif., Dec. 17, 2025 (GLOBE NEWSWIRE) -- Kyverna Therapeutics, Inc. (Nasdaq: KYTX) (“Kyverna”), a clinical-stage biopharmaceutical company focused on developing cell therapies for patients with autoimmune diseases, today announced the pricing of an underwritten public offering of 13,333,333 shares of its common stock at a public offering price of $7.50 per share. The gross proceeds to Kyverna from the offering, before deducting underwriting discounts and commissions and offering expenses payable by Kyverna, are expected to be approximately $100 million. All shares in the offering are being sold by Kyverna. The offering is expected to close on or about December 18, 2025, subject to the satisfaction of customary closing conditions. In addition, Kyverna has granted the underwriters a 30-day option to purchase up to 1,999,999 additional shares of its common stock at the public offering price, less the underwriting discounts and commissions.

J.P. Morgan, Leerink Partners, Morgan Stanley and Wells Fargo Securities are acting as joint book-running managers for the offering.

The securities described above were offered by Kyverna pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-286180) that was filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2025 and declared effective on April 15, 2025. The securities may be offered only by means of a prospectus. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the offering have been filed with the SEC. Electronic copies of the preliminary prospectus supplement and, when available, copies of the final prospectus supplement, and the accompanying prospectus relating to the offering may be obtained by visiting the SEC’s website at www.sec.gov or by contacting J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; and Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Kyverna Therapeutics

Kyverna Therapeutics, Inc. (Nasdaq: KYTX) is a clinical-stage biopharmaceutical company focused on liberating autoimmune patients through the curative potential of cell therapy. Kyverna’s lead autologous CD19-targeting CAR T-cell therapy candidate is miv-cel (mivocabtagene autoleucel, KYV-101).

Kyverna is advancing its potentially first-in-class neuroimmunology franchise with its recently completed registrational trial in stiff person syndrome and an ongoing registrational trial for generalized myasthenia gravis. The Company is also harnessing other KYSA trials and investigator-initiated trials, including in multiple sclerosis and rheumatoid arthritis, to inform the next priority indications. Additionally, its next generation pipeline includes CAR T-cell therapies deploying novel innovations to improve patient access and experience.

Forward-Looking Statements

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” The words, without limitation, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these or similar identifying words. Forward-looking statements in this press release include, without limitation, those related to: the completion of the underwritten public offering; the anticipated proceeds from the offering; and timing of the closing of the offering. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: uncertainties related to general economic and market conditions; Kyverna’s ability to satisfy closing conditions applicable to the offering; and other factors discussed in the “Risk Factors” section of Kyverna’s periodic filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and the preliminary prospectus supplement and the accompanying prospectus related to the public offering filed with the SEC. Any forward-looking statements contained in this press release are based on the current expectations of Kyverna’s management team and speak only as of the date hereof, and Kyverna specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts:

Investors: InvestorRelations@kyvernatx.com 
Media: media@kyvernatx.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Kyverna (KYTX) offer in the December 17, 2025 public offering?

Kyverna offered 13,333,333 shares of common stock at $7.50 per share.

What gross proceeds will Kyverna (KYTX) raise from the December 2025 offering?

The offering is expected to raise approximately $100 million in gross proceeds before fees and expenses.

When is the Kyverna (KYTX) offering expected to close and is there an overallotment option?

The offering is expected to close on or about December 18, 2025, with a 30-day option to purchase up to 1,999,999 additional shares.

Who are the lead underwriters for Kyverna (KYTX) December 2025 offering?

J.P. Morgan, Leerink Partners, Morgan Stanley and Wells Fargo Securities are joint book-running managers.

Under what SEC filing was Kyverna (KYTX) able to offer these securities?

The securities were offered pursuant to an effective Form S-3 shelf registration declared effective on April 15, 2025.