Kronos Bio, Inc. SEC Filings

Kronos Bio (NASDAQ: KRON) has received a Notice of Effectiveness from the SEC on June 23, 2025 for their POS AM (Post-Effective Amendment) filing. The amendment relates to Registration Statement File Number 333-283072.

A Post-Effective Amendment becomes effective when the SEC issues a notice of effectiveness, allowing the company to proceed with the amended registration statement. This filing indicates that Kronos Bio's previously filed registration statement modifications have been reviewed and approved by the SEC.

This administrative filing is a routine regulatory matter that confirms the effectiveness of Kronos Bio's amended registration statement, which may relate to securities offerings, equity compensation plans, or other registered securities.

TruGolf Holdings, Inc. (Nasdaq: TRUG) has executed a 1-for-50 reverse stock split of its common stock. Stockholders granted the Board discretionary authority at a May 30, 2025 special meeting to implement a split within a 1-for-5 to 1-for-75 range. The Board selected a 1-for-50 ratio, filed an amendment to the certificate of incorporation with the Delaware Secretary of State, and made the split effective at 12:01 a.m. ET on June 23, 2025.

Every fifty issued and outstanding shares automatically combined into one share with no change to the $0.0001 par value. Class A shares outstanding decline from roughly 40.5 million to 0.81 million, and Class B shares drop from about 10 million to 0.2 million. The authorized share count remains 660 million (650 million Class A, 10 million Class B).

Outstanding stock options and plan reserves are being proportionally adjusted. Fractional shares will not be issued; holders will receive cash equal to the average closing price of TRUG for the five trading days before the split multiplied by the fractional entitlement.

Post-split shares began trading on a split-adjusted basis on June 23, 2025 under the unchanged ticker "TRUG" and a new CUSIP 243733409. A summary of the amendment is attached as Exhibit 3.1; a related press release dated June 18, 2025 is filed as Exhibit 99.1.

Kronos Bio, Inc. (NASDAQ: KRON) filed five Post-Effective Amendments to previously effective Form S-8 registration statements in order to deregister all unsold shares that had been reserved for issuance under the company’s 2017 Equity Incentive Plan, 2020 Equity Incentive Plan, and 2020 Employee Stock Purchase Plan.

The administrative action follows the closing of the June 20, 2025 merger in which Concentra Merger Sub IV, Inc., a wholly-owned subsidiary of Concentra Biosciences, LLC, merged with and into Kronos Bio. Each outstanding common share was converted into the right to receive $0.57 in cash plus one non-transferable contingent value right (CVR). As Kronos now operates as a wholly-owned subsidiary of Concentra, all public offerings under the referenced S-8 statements have been terminated in accordance with prior undertakings, and the effectiveness of the statements has been withdrawn.

The filing is purely procedural: it eliminates the registration of roughly 34 million shares that remained unissued across the five plans, confirms that no additional equity will be issued, and finalises the company’s transition away from public-company status.

On 20 June 2025, Kronos Bio, Inc. (KRON) submitted five Post-Effective Amendment No. 1 filings to its prior Form S-8 registration statements, formally deregistering all remaining unissued shares tied to the company’s employee equity plans. The amendments cover the 2017 Equity Incentive Plan, the 2020 Equity Incentive Plan and the 2020 Employee Stock Purchase Plan, which together had originally registered more than 17 million shares across filings 333-249424, 333-254620, 333-262993, 333-270564 and 333-278125.

The clean-up filing follows the completion of the previously announced merger with Concentra Biosciences. Effective the same day, Concentra Merger Sub IV merged into Kronos, leaving Kronos as a wholly owned subsidiary. Each outstanding KRON common share—except those held in treasury, by the buyer or by dissenting holders—was converted into the right to receive $0.57 in cash plus one non-transferable contingent value right (CVR).

Because the merger terminates any future issuances under the equity plans, Kronos has ended the related securities offerings and removed any unsold securities from registration, satisfying its undertaking under Rule 415. The filing is largely administrative, eliminates potential dilution from unused plan shares and confirms that KRON equity no longer trades publicly.

Kronos Bio, Inc. (NASDAQ: KRON) filed five Post-Effective Amendment No. 1 filings to previously effective Form S-8 registration statements on 20 June 2025. The purpose is to deregister all unsold shares that had been reserved for issuance under the 2017 Equity Incentive Plan, the 2020 Equity Incentive Plan and the 2020 Employee Stock Purchase Plan.

The amendments follow the closing of the cash acquisition by Concentra Biosciences, LLC. Under the 1 May 2025 Agreement and Plan of Merger, completed on 20 June 2025, each outstanding Kronos share was converted into the right to receive $0.57 in cash plus one non-transferable contingent value right (CVR). With the merger consummated, Kronos has terminated all public offerings of its securities and is removing from registration every share that remains unissued under the five S-8 statements (originally covering millions of shares across the three plans).

As required by Rule 478 and the undertakings in each S-8, the filing formally ends the effectiveness of the registration statements, eliminating ongoing Exchange Act compliance obligations tied to those employee equity programs. The document is signed solely by Chief Financial Officer Michael Hearne pursuant to Securities Act Rule 478, reflecting Kronos’ new status as a wholly owned subsidiary and its exit from the public markets.

Kronos Bio, Inc. (KRON) filed Post-Effective Amendment No. 1 to its Form S-3 (Reg. No. 333-283072) on 20 June 2025 to deregister the unused portion of the $250 million shelf previously declared effective on 14 November 2024.

The amendment follows completion of the merger with Concentra Biosciences, LLC. On 20 June 2025, Concentra Merger Sub IV, Inc. was merged with and into Kronos, with Kronos surviving as a wholly owned subsidiary of Concentra. Under the Merger Agreement dated 1 May 2025, each outstanding share of Kronos common stock (other than excluded shares and appraisal shares) was converted into the right to receive (i) $0.57 in cash and (ii) one non-transferable contingent value right (CVR) per share.

Because the company is now private and all public offerings have ceased, Kronos is removing from registration all securities that remained unsold under the shelf and terminating the effectiveness of the registration statement in accordance with its undertaking.

The filing is signed by Chief Financial Officer Michael Hearne and relies on Rule 478 to dispense with additional signatures.

Royal Bank of Canada (RY) has filed a preliminary 424(b)(2) pricing supplement for three separate Capped Enhanced Return Buffer Notes maturing 4 August 2027. Each note is linked to a single equity index—Nasdaq-100 (NDX), Russell 2000 (RTY) or S&P 500 (SPX)—and will be issued in $1,000 denominations on 5 August 2025.

Upside mechanics. If the Final Underlier Value exceeds the Initial Underlier Value, investors receive 150 % of the index return, capped at a Maximum Return set on the trade date (indicative ranges: NDX 24.5-26.5 %, RTY 28-30 %, SPX 20-22 %).

Downside mechanics. A 10 % buffer protects principal as long as the index does not lose more than 10 %. Below that threshold, principal is reduced point-for-point beyond the 10 % loss. Example: a 50 % index decline produces a 40 % note loss ($600 redemption).

Key terms.

• Participation Rate: 150 % (subject to cap)
• Buffer Value: 90 % of initial index level
• Trade Date: 31 Jul 2025  |  Valuation Date: 30 Jul 2027
• Maturity: 4 Aug 2027 (2-year term)
• Price to public: 100 % of face; underwriting discount 1 % (dealer concessions up to $10 per $1,000)
• Initial estimated value: $928-$979 (i.e., 92.8-97.9 % of face), below issue price

Risk highlights. The notes pay no coupons, have limited upside due to the cap, and expose investors to 1-for-1 downside beyond the 10 % buffer. They are senior unsecured obligations of Royal Bank of Canada—payments depend on the bank’s credit. The securities are intended to be held to maturity; no exchange listing is planned and secondary liquidity is expected to be thin, with bid-ask spreads and dealer mark-downs likely. The issuer’s initial estimated value—calculated using RBC’s internal funding rate—will be lower than the offering price, creating an immediate economic cost to the investor. U.S. tax treatment is uncertain; RBC expects the notes to be treated as prepaid financial contracts.

Investors seeking enhanced, but capped, equity exposure with partial downside protection may find the structure useful; however, the product’s risk/return trade-off, illiquidity, and issuer credit considerations must be carefully weighed.