Kronos Bio Director Exits Stake; Options Cancelled in $0.57-per-Share Takeover

Rhea-AI Filing Summary

Kronos Bio, Inc. (KRON) – Form 4 insider transaction

Director Joshua A. Kazam reported the disposition of his entire equity position in connection with the closing of Kronos Bio’s merger with Concentra Biosciences

• Common shares: 94,481 shares tendered at $0.57 per share + one contingent value right (CVR), the consideration outlined in the May 1, 2025 merger agreement.
• Stock options: 123,600 options with strike prices ranging from $0.95-$24.18 were cancelled/disposed; all strikes exceeded the $0.57 cash offer, so they were out-of-the-money and received no cash but one CVR per underlying share.
• Following the transactions, the reporting person shows zero direct or indirect ownership in KRON.

The filing confirms the tender-offer closing and subsequent merger that takes Kronos Bio private as a wholly owned subsidiary of Concentra Biosciences. Public shareholders have already received the same $0.57 + CVR consideration. Trading in KRON is expected to cease once post-merger formalities finish.

Positive

• Merger completion confirmed, eliminating deal-closure uncertainty for former shareholders.
• Cash consideration of $0.57 per share has been paid, providing liquidity plus a CVR for potential upside.

Negative

• All insider options were cancelled worthless, illustrating the low valuation relative to historical strike prices.
• Public listing effectively ends, removing liquidity and transparency for any future CVR value realization.

Insights

Equity Research Analyst

TL;DR: Insider exit confirms merger close; public float redeemed at $0.57 + CVR, options worthless.

The Form 4 is largely procedural but materially important: it authenticates that Concentra’s tender offer closed and all remaining equity—including insider holdings—was extinguished for $0.57 per share plus a CVR. The fact that 123.6 k options across four tranches were out-of-the-money underscores the steep take-under valuation. Investors should now focus on the CVR’s milestone terms, which are not detailed here, as the only remaining upside. KRON will disappear from public markets, eliminating trading liquidity.

M&A Specialist

TL;DR: Filing formalizes squeeze-out; signals complete transition to private ownership.

From a deal-process standpoint, this Form 4 marks the final required Section 16 disclosure for a director as Kronos Bio is folded into Concentra. The cash consideration aligns with prior deal docs, so no deviation in economics occurred. Because option strikes exceeded the offer price, cancellation without payout was expected. Impact on remaining public investors is neutral: they have already been cashed out. The key residual variable is CVR value, dependent on future asset monetization.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kazam Joshua A

(Last) (First) (Middle)

C/O KRONOS BIO, INC.

301 BINNEY STREET, 2ND FLOOR EAST

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kronos Bio, Inc. [ KRON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/20/2025		U		94,481(1)(2)	D	$0.57	0	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$24.18	06/20/2025		D			20,600	(4)	06/21/2031	Common Stock	20,600	$0	0	D
Stock Option (Right to Buy)	$3.53	06/20/2025		D			34,000	(4)	06/21/2032	Common Stock	34,000	$0	0	D
Stock Option (Right to Buy)	$1.48	06/20/2025		D			34,000	(4)	06/21/2033	Common Stock	34,000	$0	0	D
Stock Option (Right to Buy)	$0.95	06/20/2025		D			34,000	(4)	06/24/2034	Common Stock	34,000	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 1, 2025, by and among Kronos Bio, Inc. (the "Issuer"), Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub IV, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On June 18, 2025, Parent and Merger Sub completed a tender offer pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $0.57 per Share in cash (the "Cash Amount"), and (ii) one non-transferable contractual contingent value right (each, a "CVR"), subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"), in each case, without interest, and subject to any applicable withholding taxes (the Cash Amount plus one CVR, collectively, the "Offer Price").[continues to Footnote 2]

2. [continues from Footnote 1] Merger Sub thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share (other than any Excluded Shares (as such term is defined in the Merger Agreement)) was cancelled in exchange for the right to receive the Offer Price.

3. 68,815 of the shares are held jointly with spouse.

4. As of immediately prior to and conditioned upon the effective time of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the effective time of the Merger and (b) one CVR in respect of each Share underlying such Option; provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount that was then outstanding it was cancelled for no consideration.

	/s/ Joshua Kazam	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did insider Joshua Kazam do with his KRON shares?

He tendered 94,481 common shares at $0.57 per share plus one CVR in the merger with Concentra Biosciences.

Were Kronos Bio stock options paid out?

No. 123,600 options with exercise prices above $0.57 were cancelled with no cash but receive one CVR per underlying share.

Does Joshua Kazam still own KRON stock after this filing?

No. The Form 4 shows zero beneficial ownership following the reported dispositions.

What consideration did KRON shareholders receive in the merger?

Each share was exchanged for $0.57 in cash plus a non-transferable CVR, as per the May 1, 2025 merger agreement.

Will KRON remain publicly traded after the merger?

No. Kronos Bio becomes a wholly owned subsidiary of Concentra Biosciences; KRON shares will be delisted.