Kyverna Therapeutics Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Kyverna Therapeutics (Nasdaq: KYTX) announced a proposed underwritten public offering of $100,000,000 of common stock on December 15, 2025, with a 30-day underwriter option to purchase up to an additional $15,000,000 of shares at the public offering price, less underwriting discounts and commissions.

All shares will be sold by Kyverna and the offering is being led by J.P. Morgan, Leerink Partners, Morgan Stanley and Wells Fargo Securities. The offering is subject to market and other conditions and will be made pursuant to an effective Form S-3 shelf registration (File No. 333-286180); a preliminary prospectus supplement will be filed with the SEC.

Positive

• Proposed raise of $100,000,000 (plus $15,000,000 option)
• Underwritten by major investment banks (J.P. Morgan, Leerink, Morgan Stanley, Wells Fargo)

Negative

• Share issuance will dilute existing shareholders if completed
• The offering is subject to market and other conditions; completion is not guaranteed

Key Figures

Common stock offering size $100,000,000 Proposed underwritten public offering of common stock

Underwriters’ option $15,000,000 30-day option to purchase additional common shares

Shelf program capacity $250.0M Maximum offerings allowed under existing registration per Q3 10-Q

ATM availability $50.0M Capacity remaining under at-the-market program as of Sept 30, 2025

Cash & securities $171.1M Cash, cash equivalents and marketable securities as of Sept 30, 2025

Term loan facility $150.0M Maximum availability under Oxford Finance term loan

Q3 2025 net loss $36.8M Net loss for quarter ended Sept 30, 2025

Nine‑month net loss $123.5M Net loss for nine months ended Sept 30, 2025

Market Reality Check

$10.82 Last Close

Volume Volume 1,103,084 is 2.12x the 20-day average of 519,572, indicating elevated trading activity before the offering news. high

Technical Price $8.78 is trading above the 200-day MA of $4.16 and sits about 9.95% below the 52-week high of $9.75.

Peers on Argus

KYTX was up about 5.02% while key peers were mixed: CABA -0.42%, CRBU -3.76%, ELTX -2.09%, versus gains in NTHI +11.34% and TLSA +4.09%. This mix suggests the equity offering is a stock-specific event rather than a broad sector move.

Common Catalyst Another peer, TLSA, also had offering-related news (withdrawal of a proposed public offering), while NTHI reported clinical results, pointing to company-specific catalysts across the group rather than a unified sector driver.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 12	Earnings and update	Positive	+4.7%	Q3 results, positive gMG data and extended cash runway into 2027.
Nov 10	Conference appearance	Neutral	-2.9%	Announcement of CEO presentation at Jefferies London Healthcare Conference.
Nov 03	Debt financing	Positive	-1.3%	Up to $150M non-dilutive term loan facility to support late-stage programs.
Oct 29	Clinical data update	Positive	-5.8%	Positive interim Phase 2 KYSA-6 gMG data with strong efficacy and safety profile.
Oct 22	Data call announcement	Neutral	-6.6%	Planned conference call and AANEM presentation for KYSA-6 interim data.

Pattern Detected

Recent history shows a mixed relationship between news and price: positive financing and clinical updates sometimes aligned with gains but often saw selloffs, indicating occasional divergence between fundamentals news flow and short-term trading.

Recent Company History

Over the last few months, Kyverna reported multiple financing and clinical milestones. On Nov 12, 2025 (news_id 934938), Q3 results and a business update highlighted positive gMG data and liquidity of $171.1M, with shares rising 4.71%. A non-dilutive loan facility of up to $150M on Nov 3, 2025 (news_id 927728) coincided with a modest -1.29% move. Positive interim Phase 2 gMG data on Oct 29, 2025 (news_id 924986) saw a -5.78% reaction. Against this backdrop, today’s common stock offering follows a period of active balance‑sheet management and key late‑stage clinical progress.

Market Pulse Summary

This announcement details a proposed underwritten common stock offering of $100,000,000, with a $15,000,000 option for underwriters. It comes after Kyverna secured a $150.0M term loan and reported $171.1M in cash and marketable securities as of Sept 30, 2025, alongside Q3 and nine‑month net losses of $36.8M and $123.5M. Key factors to monitor include final offering size and pricing, subsequent cash runway, and progress on late‑stage trials that will ultimately need to justify the expanded capital base.

Key Terms

underwritten public offering financial

"it has commenced an underwritten public offering of $100,000,000 of 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.

prospectus supplement regulatory

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

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.

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.

joint book-running managers financial

"are acting as joint book-running managers for the offering"

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.

AI-generated analysis. Not financial advice.

EMERYVILLE, Calif., Dec. 15, 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 that it has commenced an underwritten public offering of $100,000,000 of shares of its common stock. Kyverna intends to grant the underwriters a 30-day option to purchase up to an additional $15,000,000 of shares of common stock offered in the public offering, at the public offering price, less underwriting discounts and commissions. All of the shares of common stock to be sold in the proposed offering will be sold by Kyverna. J.P. Morgan, Leerink Partners, Morgan Stanley and Wells Fargo Securities are acting as joint book-running managers for the offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the proposed offering may be completed or as to the actual size or terms of the proposed offering.

The securities described above will be 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 proposed offering will be 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 proposed underwritten public offering, including the size, timing and structure of the proposed offering; and the completion of the proposed offering on the anticipated terms. 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 proposed 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 proposed public offering to be filed with the SEC on or about the date hereof. 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

What is Kyverna Therapeutics (KYTX) offering in the December 15, 2025 filing?

Kyverna announced a proposed underwritten public offering of $100,000,000 of common stock with a 30-day option to sell up to an additional $15,000,000.

Who are the lead underwriters for Kyverna's (KYTX) proposed $100M offering?

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

Will Kyverna (KYTX) receive proceeds from the share sale or are existing holders selling?

All shares to be sold in the proposed offering will be sold by Kyverna, so proceeds would go to the company.

Is Kyverna's (KYTX) offering guaranteed to close and for what amount?

No; the offering is subject to market and other conditions, so there is no assurance of timing, size, or completion.

Where can investors find the Kyverna (KYTX) prospectus for the proposed offering?

Electronic copies of the preliminary and final prospectus supplements will be filed with the SEC and available at www.sec.gov.

What is the maximum gross amount Kyverna (KYTX) could raise including the underwriters' option?

Including the 30-day underwriter option, Kyverna could raise up to $115,000,000 in the proposed offering.