Kyntra Bio (KYNB) trims $80M in future liabilities with upfront cash hit

Rhea-AI Filing Summary

Kyntra Bio, Inc. (KYNB) amended and restated its Revenue Interest Financing Agreement with NQ Project Phoebus, L.P., cutting the maximum aggregate payments from $125 million to $65 million. This materially reduces royalty-financing obligations by $60 million and eliminates all future true-up payments.

In exchange, Kyntra Bio made a $42.6 million accelerated upfront payment, bringing total payments to NQ Project Phoebus to $50 million, a full return of invested capital. Remaining payments are capped at $15 million, funded by 50% of roxadustat revenue received from Astellas in territories excluding Japan; after that cap, Kyntra Bio retains all subsequent EVRENZO royalties in those territories, and Japan royalties are already unrestricted.

The company also reports that the FibroGen Europe bankruptcy and settlement of related obligations have, together with the amended royalty agreement, reduced future liabilities by approximately $80 million. Cash, cash equivalents, investments, and accounts receivable were $95.7 million as of June 30, 2026, or $53.1 million pro forma for the upfront payment, with a cash runway expected into the fourth quarter of 2027.

Positive

• Royalty obligation cut by $60 million, as maximum aggregate payments under the financing agreement are reduced from $125 million to $65 million, eliminating all future true-up payments.
• Future liabilities reduced by approximately $80 million when combining the amended royalty agreement with the FibroGen Europe bankruptcy impact.
• FibroGen Europe obligations of $19.2 million settled for approximately $0.1 million, generating a significant non-operating gain in the second quarter of 2026.
• Pro forma liquidity of $53.1 million in cash, cash equivalents, investments, and accounts receivable as of June 30, 2026, with a stated cash runway into the fourth quarter of 2027.

Negative

• None.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum aggregate payments under royalty financing agreement (new): $65 million Reduction in maximum royalty financing payments: $60 million Accelerated upfront payment to NQ Project Phoebus: $42.6 million +5 more

8 metrics

Maximum aggregate payments under royalty financing agreement (new) $65 million Reduced from $125 million under the amended and restated agreement

Reduction in maximum royalty financing payments $60 million Difference between prior $125 million cap and new $65 million cap

Accelerated upfront payment to NQ Project Phoebus $42.6 million Paid upon signing the amended and restated agreement

Remaining royalty-based payment cap $15 million To be funded from 50% of Astellas roxadustat revenue in territories excluding Japan

Future liabilities reduction from amendment and bankruptcy approximately $80 million Combined impact of amended royalty agreement and FibroGen Europe bankruptcy

FibroGen Europe obligations and accrued interest $19.2 million Settled for approximately $0.1 million in June 2026

Cash, cash equivalents, investments, and accounts receivable $95.7 million Reported as of June 30, 2026, before the upfront payment

Pro forma cash, cash equivalents, investments, and accounts receivable $53.1 million As of June 30, 2026, after giving effect to the $42.6 million upfront payment

Key Terms

Revenue Interest Financing Agreement, royalty financing agreement, non-operating gain, Phase 2 trial, +2 more

6 terms

Revenue Interest Financing Agreement financial

"entered into an amended and restated agreement (“A&R RIFA”) amending the original Revenue Interest Financing Agreement"

A revenue interest financing agreement is a deal where a company receives cash now in exchange for giving an investor a fixed percentage of future revenue until a set amount or time is reached. Think of it like selling a small slice of every sale to an investor instead of taking a traditional loan or issuing stock. Investors care because it affects future cash flow and returns—payments rise and fall with sales and don’t dilute ownership like equity.

royalty financing agreement financial

"amendment and restatement of its existing royalty financing agreement with NQ Project Phoebus, L.P."

An agreement where a company receives upfront capital in exchange for paying a fixed percentage of future sales or product royalties until a set amount is repaid. Think of it as selling a slice of future revenue instead of issuing shares or taking a traditional loan; it preserves ownership while creating a predictable payment stream tied to business performance. Investors care because it affects future cash flow, growth funding needs, and the return profile without diluting equity.

non-operating gain financial

"settled all obligations for approximately $0.1 million, resulting in a significant non-operating gain"

Non-operating gain is profit a company records from activities outside its core business operations, such as selling an asset, receiving investment income, or winning a one-time legal settlement. It matters to investors because these gains can temporarily boost reported earnings without reflecting the ongoing business performance, similar to finding a windfall in the attic versus earning a steady paycheck, and so they affect how one interprets a company’s sustainable profitability.

Phase 2 trial medical

"advancing FG-3246 ... with interim results from the ongoing Phase 2 trial on track"

A phase 2 trial is an intermediate-stage clinical study that tests whether a new treatment works and is reasonably safe in a group of patients who have the condition it targets. Think of it as a field test of a prototype product: it checks real-world effectiveness and side effects on a modest number of users to decide whether the treatment should move to larger, definitive testing. Investors watch phase 2 results because positive outcomes can sharply increase the likelihood of regulatory approval and future sales, while failures often halt development.

pivotal Phase 3 trial medical

"with the goal of initiating the pivotal Phase 3 trial in the fourth quarter of 2026"

A pivotal phase 3 trial is the late-stage clinical study designed to provide the decisive evidence regulators need to approve a new drug or medical treatment. Think of it as the final exam where the treatment must prove it works and is safe in a large group of people; investors watch the results closely because a positive outcome can unlock regulatory approval, sales, milestone payments and big changes in a company’s valuation.

cash runway financial

"with a cash runway expected into the fourth quarter of 2027"

Cash runway is the amount of time a company can continue operating using its available cash before needing additional funding or generating enough revenue. It’s like a countdown showing how long a business can keep running with its current funds. Knowing the cash runway helps investors assess the company's financial health and whether it has enough resources to reach its goals or needs to find more support soon.

FAQ

How did Kyntra Bio (KYNB) change its royalty financing obligations?

Kyntra Bio amended and restated its royalty financing agreement, reducing the maximum aggregate payments from $125 million to $65 million, a $60 million reduction, and eliminating all future true-up payments in exchange for an accelerated upfront payment.

What upfront payment did KYNB make under the amended royalty agreement?

Kyntra Bio made a $42.6 million accelerated upfront payment to NQ Project Phoebus, L.P., bringing total payments to $50 million, which represents a full return of NQ Project Phoebus’s invested capital.

What remaining royalty payments could Kyntra Bio (KYNB) owe after the amendment?

Kyntra Bio’s remaining payments are capped at $15 million, to be funded from 50% of roxadustat revenue received from Astellas in territories excluding Japan. After the $15 million cap is reached, Kyntra Bio keeps all subsequent EVRENZO royalties in those territories.

How much have KYNB’s future liabilities decreased overall?

Taken together, the amended royalty agreement and the FibroGen Europe bankruptcy have reduced Kyntra Bio’s future liabilities by approximately $80 million, according to the company’s disclosure.

What was Kyntra Bio’s cash position and runway as of June 30, 2026?

Kyntra Bio reported $95.7 million in cash, cash equivalents, investments, and accounts receivable as of June 30, 2026, and $53.1 million on a pro forma basis after the upfront payment, with a cash runway expected into the fourth quarter of 2027.

What happened with Kyntra Bio’s FibroGen Europe subsidiary?

FibroGen Europe voluntarily submitted for bankruptcy in Finland in April 2026. Related product development obligations and accrued interest of $19.2 million were settled for approximately $0.1 million, resulting in a significant non-operating gain in the second quarter of 2026.

Are Japan royalties still encumbered under KYNB’s royalty financing?

No. Royalties received by Kyntra Bio for sales in Japan are no longer subject to royalty-based payments, and the intellectual property and other collateral associated with Japan royalties are released under the amended agreement.

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Available on EDGAR 08/31/2026 - 05:18 PM Accepted by SEC EDGAR 08/31/2026 - 05:18 PM Learn about SEC filing dates

0000921299false00009212992026-08-312026-08-31

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): August 31, 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 1.01 Entry into a Material Definitive Agreement.

On August 31, 2026, Kyntra Bio, Inc. (the “Company” or “Kyntra Bio”) entered into an amended and restated agreement (“A&R RIFA”) with NQ Project Phoebus, L.P. (“NQ Project Phoebus”), amending the original Revenue Interest Financing Agreement, dated November 4, 2022. The A&R RIFA reduces the maximum aggregate payments under the agreement from $125 million to $65 million, resulting in a material reduction of Kyntra Bio’s payment obligations under the agreement by $60 million and eliminating all future true-up payments.

In exchange, Kyntra Bio paid NQ Project Phoebus a $42.6 million accelerated upfront payment upon signature of the A&R RIFA, bringing total payments made to date to NQ Project Phoebus to $50 million, a full return of NQ Project Phoebus’s invested capital. Kyntra Bio will have $15 million in remaining payment obligations to NQ Project Phoebus. Specifically, Kyntra Bio will pay NQ Project Phoebus 50% of the EVRENZOTM (roxadustat) revenue Kyntra Bio receives from its partner, Astellas Pharma, Inc. (“Astellas”), on a quarterly basis, for sales in Europe and all other Astellas territories excluding Japan. Once this $15 million payment cap is reached, the A&R RIFA will expire with Kyntra Bio retaining all subsequent EVRENZOTM royalties in the Astellas territories.

Kyntra Bio may prepay or repay the remaining cap at any time. The royalties received by Kyntra Bio for sales in Japan are no longer subject to the royalty-based payments, and the intellectual property and other collateral associated with such Japan royalties are released pursuant to the A&R RIFA.

The foregoing description of the A&R RIFA is only a summary of the terms of, and is qualified in its entirety by reference to the full text of the A&R RIFA which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03 in its entirety.

As previously disclosed, the Company’s subsidiary, FibroGen Europe, voluntarily submitted for bankruptcy to the Finnish bankruptcy court in April 2026. Taken together, the A&R RIFA and the FibroGen Europe bankruptcy have reduced the Company’s future liabilities by approximately $80 million.

Item 7.01 Regulation FD Disclosure.

A copy of the press release regarding the matters set forth above is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
Exhibit No.			Description
99.1			Press Release dated August 31, 2026.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	August 31, 2026	By:	/s/ John Alden
			John Alden General Counsel

Exhibit 99.1

Kyntra Bio Continues Balance Sheet Transformation with Material Reduction of Royalty Financing Obligation

•Company reduces the maximum aggregate payments under its royalty financing agreement from $125 million to $65 million

•Company accelerated payment of $42.6 million upfront, bringing total payments made to date to $50 million, a full return of NQ Project Phoebus, L.P.’s invested capital, with up to $15 million of additional royalty-based payments to follow

•Remaining payments, capped at $15 million, to be paid from 50% of the revenue received from Astellas in the Astellas territories excluding Japan

•Pro forma for the upfront payment, cash, cash equivalents, investments, and accounts receivable of $53.1 million as of June 30, 2026

• Cash runway now expected into the fourth quarter of 2027

SAN FRANCISCO, Aug. 31, 2026 (GLOBE NEWSWIRE) -- Kyntra Bio (Nasdaq: KYNB) today announced the signing of an amendment and restatement of its existing royalty financing agreement with NQ Project Phoebus, L.P., materially reducing its payment obligations under the agreement in exchange for an accelerated upfront payment.

“This amendment marks an important step for the company,” said Thane Wettig, Chief Executive Officer of Kyntra Bio. “With a simplified balance sheet, our focus remains on our exciting rare disease and oncology pipeline. We are advancing FG-3246, a potential first-in-class ADC for the treatment of metastatic castration-resistant prostate cancer, with interim results from the ongoing Phase 2 trial on track for the fourth quarter of this year. In parallel, we continue to advance roxadustat in anemia due to lower-risk MDS, with the goal of initiating the pivotal Phase 3 trial in the fourth quarter of 2026. We remain steadfast on our mission to enhance value for patients and shareholders alike.”

“This transaction is another major step in the continuation of a deliberate, multi-year transformation of our balance sheet,” said David DeLucia, Chief Financial Officer of Kyntra Bio. “Following the sale of our China operations and the payoff of our senior secured term loan in 2025, we have now substantially reduced our payment obligations under the royalty financing agreement by $60 million, strengthening our financial position to execute against our rare disease and oncology pipeline while maintaining a cash runway into the fourth quarter of 2027.”

Exhibit 99.1

Amendment to Royalty Financing Agreement

The amendment includes the following terms:

•Reduction of the maximum aggregate payments under the agreement from $125 million to $65 million.

•$42.6 million accelerated upfront payment from Kyntra Bio to NQ Project Phoebus, L.P., bringing total payments made to date to $50 million, a full return of NQ Project Phoebus, L.P.’s invested capital.

•Remaining payments, capped at $15 million, to be paid from 50% of the revenue Kyntra Bio receives from Astellas in the Astellas territories excluding Japan.

•Once the $15 million cap is reached, the amended agreement will terminate, with Kyntra Bio retaining all subsequent EVRENZO™ royalties in the Astellas territories.

FibroGen Europe Bankruptcy Update

As previously disclosed, the Company’s subsidiary, FibroGen Europe, voluntarily submitted for bankruptcy to the Finnish bankruptcy court in April 2026. At the time of the filing, the Company had related product development obligations and accrued interest of $19.2 million on its balance sheet. In June 2026, the Company settled all obligations for approximately $0.1 million, resulting in a significant non-operating gain in the second quarter of 2026.

Balance Sheet and Liquidity

The Company reported cash, cash equivalents, investments, and accounts receivable of $95.7 million as of June 30, 2026. Pro forma for the upfront payment, the Company holds cash, cash equivalents, investments, and accounts receivable of $53.1 million as of June 30, 2026, with a cash runway expected into the fourth quarter of 2027.

Taken together, the amendment and the FibroGen Europe bankruptcy have reduced the Company’s future liabilities by approximately $80 million.

About Kyntra Bio Kyntra Bio is a biopharmaceutical company focused on development of novel therapies in oncology and rare disease. Roxadustat (爱瑞卓®, EVRENZO™) is currently approved in Europe, Japan, China, and numerous other countries for the treatment of anemia in chronic kidney disease (CKD) patients on dialysis and not on dialysis. The Company continues to evaluate the development plan for the Phase 3 trial of roxadustat in anemia associated with lower-risk myelodysplastic syndromes (LR-MDS) in the U.S. FG-3246 (also known as FOR46), a first-in-class antibody-drug conjugate (ADC) targeting CD46, is in Phase 2 development for the treatment of metastatic castration-resistant prostate cancer. This program also includes the development of FG-3180, an associated CD46-targeted PET biomarker. For more information, please visit www.kyntrabio.com.

Exhibit 99.1

Forward-Looking Statements This release contains forward-looking statements regarding Kyntra Bio’s strategy, future plans and prospects, including statements regarding its commercial products and clinical programs and those of its partners Fortis and UCSF. These forward-looking statements include, but are not limited to, statements regarding cash and pro-forma cash, such as the expectation that cash, cash equivalents, investments, and accounts receivable will be sufficient to fund Kyntra Bio’s operating plans into the fourth quarter of 2027, and statements about Kyntra Bio’s plans and objectives. These forward-looking statements are typically identified by use of terms such as “may,” “will”, “should,” “on track,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and similar words, although some forward-looking statements are expressed differently. Kyntra Bio’s actual results may differ materially from those indicated in these forward-looking statements due to risks and uncertainties related to the continued progress and timing of its various programs, including the enrollment and results from ongoing and potential future clinical trials, and other matters that are described in Kyntra Bio’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, each as filed with the Securities and Exchange Commission (SEC), including the risk factors set forth therein. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and Kyntra Bio undertakes no obligation to update any forward-looking statement in this press release, except as required by law.

For Investor Inquiries:
David DeLucia, CFA
Senior Vice President and Chief Financial Officer
ir@kyntrabio.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 28.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB