Kyntra Bio (NASDAQ: FGEN) completes $220M China sale payments

Rhea-AI Filing Summary

Kyntra Bio, Inc. received $4.0 million from AstraZeneca Treasury Limited on June 2, 2026. This payment represents the second and final holdback under their February 20, 2025 share purchase agreement covering the sale of Kyntra’s China operations.

The China business was sold to AstraZeneca on August 29, 2025 for total consideration of approximately $220 million, including $85 million in enterprise value and about $135 million in net cash held in China. Kyntra had previously collected $210 million at closing and a first holdback of $6.0 million plus an additional $0.4 million after final net cash adjustments. With this latest $4.0 million payment, the company has now received all amounts owed under the agreement.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Final holdback received: $4.0 million Total China sale consideration: approximately $220 million Enterprise value component: $85 million +5 more

8 metrics

Final holdback received $4.0 million Second and final holdback paid June 2, 2026

Total China sale consideration approximately $220 million Sale of China operations to AstraZeneca on August 29, 2025

Enterprise value component $85 million Portion of total China operations consideration

Net cash in China approximately $135 million Net cash held in China included in consideration

Paid at closing $210 million Cash consideration received at deal closing

Total post-closing amounts $10.0 million Structured as holdbacks for adjustments and indemnity

First holdback $6.0 million Holdback for final net cash adjustments received November 2025

Additional cash adjustment $0.4 million Payment after final net cash adjustments

Key Terms

holdback, share purchase agreement, enterprise value, indemnity claims

4 terms

holdback financial

"This amount is in full satisfaction of the second and final holdback set forth in the share purchase agreement"

share purchase agreement financial

"set forth in the share purchase agreement entered into between the Company and AstraZeneca on February 20, 2025"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

enterprise value financial

"for a total consideration of approximately $220 million comprised of $85 million in enterprise value"

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

indemnity claims financial

"a $4.0 million holdback to satisfy any indemnity claims"

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Understanding 8-K Material Events →

0000921299false00009212992026-06-022026-06-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 02, 2026

KYNTRA BIO, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-36740	77-0357827
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
350 Bay Street Suite 100 #6009
San Francisco, California				94133
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 415 978-1200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		KYNB		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On June 2, 2026, Kyntra Bio, Inc. (the “Company”) received $4.0 million from AstraZeneca Treasury Limited (“AstraZeneca”). This amount is in full satisfaction of the second and final holdback set forth in the share purchase agreement entered into between the Company and AstraZeneca on February 20, 2025 (the “Share Purchase Agreement”).

On August 29, 2025, the Company closed the sale of its China operations through FibroGen International (Hong Kong) Ltd. to AstraZeneca pursuant to the Share Purchase Agreement for a total consideration of approximately $220 million comprised of $85 million in enterprise value and approximately $135 million in net cash held in China. The total consideration included $210 million paid at closing, and $10.0 million payable by AstraZeneca after closing and subject to the following holdbacks and conditions: (i) a $6.0 million holdback to offset final net cash adjustments, following a customary adjustment process, and (ii) a $4.0 million holdback to satisfy any indemnity claims. In November 2025, the Company received the first holdback of $6.0 million, plus $0.4 million that was an additional payment following the final net cash adjustments after closing. As no indemnity claims were made, the Company has now received the entire $4.0 million holdback, which completes the collection of all owed amounts under the Share Purchase Agreement with AstraZeneca.

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.

			KYNTRA BIO, INC.
Date:	June 9, 2026	By:	/s/ John Alden
			John Alden General Counsel

FAQ

What did Kyntra Bio (FGEN) announce in this 8-K filing?

Kyntra Bio announced it received a final $4.0 million payment from AstraZeneca related to the sale of its China operations. This completes all amounts owed under their share purchase agreement for that divestiture, providing additional cash to Kyntra’s balance sheet.

How much total consideration did Kyntra Bio (FGEN) receive for its China operations?

Kyntra Bio received total consideration of approximately $220 million for its China operations. This included $85 million in enterprise value and about $135 million in net cash held in China, paid through a combination of closing cash and post-closing holdbacks.

What were the holdback terms in Kyntra Bio’s (FGEN) deal with AstraZeneca?

The deal included $10.0 million in post-closing amounts: a $6.0 million holdback for final net cash adjustments and a $4.0 million holdback for potential indemnity claims. Both holdbacks, plus a $0.4 million adjustment, have now been fully paid.

When did Kyntra Bio (FGEN) close the sale of its China operations to AstraZeneca?

Kyntra Bio closed the sale of its China operations to AstraZeneca on August 29, 2025. At closing, it received $210 million, with additional amounts structured as post-closing holdbacks tied to cash adjustments and potential indemnity claims under the agreement.

Why is the latest $4.0 million payment important for Kyntra Bio (FGEN)?

The latest $4.0 million payment is important because it represents the final indemnity-related holdback under the share purchase agreement. No indemnity claims were made, so Kyntra receives the full amount, confirming completion of all financial obligations from the China sale.

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