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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
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Date of Report (Date of earliest event reported): February 24, 2026 (February 23, 2026) |
Kyverna Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-41947 |
83-1365441 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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5980 Horton St., Suite 550 |
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Emeryville, California |
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94608 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (510) 925-2492 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, par value $0.00001 per share |
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KYTX |
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The Nasdaq Stock Market LLC |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Andrew Miller to the Board
On February 24, 2026, the board of directors (the “Board”) of Kyverna Therapeutics, Inc. (the “Company”) appointed Andrew Miller, Ph.D. as a Class III director of the Company, effective immediately. Concurrent with his appointment to the Board, Dr. Miller was appointed to the Science and Technology Committee of the Board and the Audit Committee of the Board (the “Audit Committee”).
Dr. Miller, age 44, brings extensive experience in biotechnology leadership, drug development, and corporate strategy, having previously founded Karuna Therapeutics, Inc. (“Karuna”), a biopharmaceutical company developing treatments for psychiatric and neurological conditions. He most recently served as President of Research and Development at Karuna until its $14 billion acquisition by Bristol Myers Squibb in 2024 and previously served as Chief Operating Officer, Chief Executive Officer and as a member of Karuna’s Board of Directors. Prior to that, Dr. Miller held senior and executive level positions at PureTech Health plc, Tal Medical and Entrega, Inc. He also served as a member of the board of directors of Entrega, Inc. from 2013 to 2025. Dr. Miller currently serves as the Chairman of the Board at Progentos Therapeutics. He received a B.S. in Chemical Engineering from the University of Illinois with highest honors and completed his Ph.D. in Chemical Engineering at the Massachusetts Institute of Technology.
In accordance with the Company’s Non-Employee Director Compensation Program (the “Program”), as a non-employee director of the Company, Dr. Miller is initially entitled to receive cash compensation in the amount of $40,000 per year for his service on the Board, $10,000 per year for his service on the Audit Committee and $7,500 per year for his service on the Science and Technology Committee of the Board; in each case, prorated for the portion of the year on which he serves on the Board and the committees thereof. In addition, pursuant to the Program, on February 24, 2026, Dr. Miller will be granted (i) an option with respect to such number of shares of the Company’s common stock as is equal to $262,000, divided by the per share grant date fair value of the option award (the “Miller Option”), which shall vest with respect to 1/36th of the shares on each monthly anniversary of the date of grant, subject to Dr. Miller’s continued service with the Company through each such date and (ii) restricted stock units with respect to such number of shares of the Company’s common stock as is equal to $87,500, divided by the per share grant date fair market value as of the date of the grant, rounded down to the nearest whole share (the “Miller RSU”), which shall vest with respect to 1/3rd of the shares on each one-year anniversary of the date of grant, subject to Dr. Miller’s continued service with the Company through each such date. In addition, if a Change in Control (as defined in the Company’s 2024 Equity Incentive Plan) occurs during Mr. Dr. Miller’s service on the Board, the Miller Option and Miller RSU will vest in full as of the closing of such Change in Control.
The Company also entered into an indemnification and advancement agreement with Dr. Miller in the same form as its standard form of indemnification and advancement agreement with its other directors.
There are no family relationships between Dr. Miller and any director or executive officer of the Company, and he was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Dr. Miller has not engaged in any transaction that would be reportable as a related-party transaction under Item 404(a) of Regulation S-K.
Appointment of Sravan Emany to the Board
On February 24, 2026, the Board appointed Sravan Emany as a Class I director of the Company, effective immediately. Concurrent with his appointment to the Board, Mr. Emany was appointed to serve as the Chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee of the Board (the “N&CG Committee”).
Mr. Emany, age 48, has served as the Chief Financial Officer of Beam Therapeutics Inc. (“Beam”) since December 2024. Prior to joining Beam, Mr. Emany served as Chief Financial Officer and Chief Operating Officer of Ironwood
Pharmaceuticals, Inc., a publicly held global healthcare company, since December 2021. Prior to that, Mr. Emany served as Corporate Vice President, Commercial Excellence and Chief Strategy Officer of Integra LifeSciences Holdings Corporation (“Integra”), a publicly held global healthcare company, from March 2020 to December 2021, and as Vice President of Strategy, Treasury and Investor Relations from February 2018 to March 2020. Prior to Integra, Mr. Emany served in various mergers and acquisitions investment banking roles in Bank of America and BofA Securities, formerly Bank of America Merrill Lynch, for nearly a decade, culminating in his service as Managing Director in the mergers and acquisitions group, where he led numerous mergers and acquisitions in the healthcare sector. He also served in various other financial roles, including with Goldman Sachs Group and Morgan Stanley. Mr. Emany serves on the board of directors of Assertio Holdings, Inc. (Nasdaq: ASRT). He holds a B.A. in international relations from The Johns Hopkins University and an M.A. in international relations and international economics from The Johns Hopkins School of Advanced International Studies.
In accordance with the Program, as a non-employee director of the Company, Mr. Emany is initially entitled to receive cash compensation in the amount of $40,000 per year for his service on the Board, $20,000 per year for his service as the Chair of the Audit Committee and $5,000 per year for his service on the N&CG Committee; in each case, prorated for the portion of the year on which he serves on the Board and the committees thereof. In addition, pursuant to the Program, on February 24, 2026, (i) an option with respect to such number of shares of the Company’s common stock as is equal to $262,000, divided by the per share grant date fair value of the option award (the “Emany Option”), which shall vest with respect to 1/36th of the shares on each monthly anniversary of the date of grant, subject to Mr. Emany’s continued service with the Company through each such date and (ii) restricted stock units with respect to such number of shares of the Company’s common stock as is equal to $87,500, divided by the per share grant date fair market value as of the date of the grant, rounded down to the nearest whole share (the “Emany RSU”), which shall vest with respect to 1/3rd of the shares on each one-year anniversary of the date of grant, subject to Mr. Emany’s continued service with the Company through each such date. In addition, if a Change in Control (as defined in the Company’s 2024 Equity Incentive Plan) occurs during Mr. Emany’s service on the Board, the Emany Option and Emany RSU will vest in full as of the closing of such Change in Control.
The Company also entered into an indemnification and advancement agreement with Mr. Emany in the same form as its standard form of indemnification and advancement agreement with its other directors.
There are no family relationships between Mr. Emany and any director or executive officer of the Company, and he was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Emany has not engaged in any transaction that would be reportable as a related-party transaction under Item 404(a) of Regulation S-K.
Resignation of Daniel Spiegelman as Director
On February 23, 2026, Daniel Spiegelman notified the Board of his decision to resign from his position as a member of the Board and all committees thereof, effective as of February 24, 2026. Mr. Spiegelman’s resignation is not due to any disagreement with the Company relating to any of the Company’s operations, policies or practices.
The Board thanks Mr. Spiegelman for his years of service and valuable contributions to the Company.
Item 8.01 Other Events.
On February 24, 2026, the Company issued a press release announcing the appointment of Dr. Miller and Mr. Emany to the Board. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Description |
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99.1 |
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Press Release, dated February 24, 2026. |
104 |
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Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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.
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Kyverna Therapeutics, Inc. |
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Date: |
February 24, 2026 |
By: |
/s/ Marc Grasso |
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Marc Grasso
Chief Financial Officer |
Kyverna Therapeutics Appoints Biotech Leaders Sravan Emany and Andrew Miller to Board of Directors
Sravan Emany brings capital markets and commercial-stage, rare disease expertise as the Company advances towards commercialization
Andrew Miller adds deep clinical development and product approval experience to support Kyverna’s next phase of growth
EMERYVILLE, Calif., Feb. 24, 2026 (GLOBE NEWSWIRE) – Kyverna Therapeutics, Inc. (Nasdaq: KYTX), a clinical-stage biopharmaceutical company developing cell therapies for patients with autoimmune diseases, today announced the appointments of Sravan K. Emany and Andrew Miller, Ph.D. to its Board of Directors.
Mr. Emany will assume the role of Audit Committee Chair, following the transition of Dan Spiegelman from this position, who has stepped down from the Board.
“We are pleased to welcome Sravan and Andrew to our Board of Directors at a pivotal moment in Kyverna’s evolution,” said Warner Biddle, Chief Executive Officer of Kyverna Therapeutics. “Sravan brings decades of financial and strategic leadership, with experience building and scaling rare disease cell and gene companies for commercial success. Additionally, Andrew has a proven track record as an R&D and operational leader across every stage of a company’s lifecycle. I look forward to working closely with both of them as we lead the advancement of autoimmune CAR T and position Kyverna for long-term success.”
“Sravan and Andrew strengthen the Board as Kyverna enters its next phase of growth, bringing experience in capital strategy, clinical development, and operations to support long-term value creation,” said Christi Shaw, Executive Chair of Kyverna Therapeutics. “I would also like to thank Dan Spiegelman for his contributions during Kyverna’s formative years.”
Mr. Emany is an accomplished financial leader, currently serving as the Chief Financial Officer (CFO) of Beam Therapeutics. Prior to this role, Mr. Emany served as the CFO and Chief Operating Officer at Ironwood Pharmaceuticals. Earlier, he served as Corporate Vice President, Commercial Excellence and Chief Strategy Officer of Integra LifeSciences Holdings Corporation. Mr. Emany also has a long tenure in investment banking, with roles of increasing responsibility at Bank of America and BofA Securities, formerly Bank of America Merrill Lynch, culminating in his service as Managing Director in the mergers and acquisitions group, where he led numerous mergers and acquisitions in the healthcare sector. He also served in various other financial roles, including with Goldman Sachs Group and Morgan Stanley. Mr. Emany currently serves on the Board of Directors of Assertio Holdings, Inc. He holds an M.A. in International Relations and International Economics from The Johns Hopkins School of Advanced International Studies and a B.A. in International Relations from The Johns Hopkins University.
Dr. Miller is a highly accomplished biopharmaceutical executive with expertise in research and development and corporate strategy. Dr. Miller was recently named to Time Magazine’s 100 Next Generation Leaders and 100 Most Influential People in Healthcare for 2025. Most recently, Dr. Miller was the Founder and President of R&D at Karuna Therapeutics prior to its $14B acquisition by Bristol Myers Squibb in 2024. He was the lead inventor of Karuna’s KarXT, now marketed as COBENFY for treatment of schizophrenia, and previously served as Chief Operating Officer, Chief Executive Officer and as a member of Karuna’s Board of Directors. Dr. Miller currently serves as the Chairman of the Board at Progentos Therapeutics and as an
advisor to Google Ventures, General Atlantic, Vida Ventures, Longwood Fund and the One Mind Foundation. He holds a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology and a B.S. in Chemical Engineering from the University of Illinois at Urbana-Champaign.
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, miv-cel (mivocabtagene autoleucel, KYV-101), has demonstrated the potential to fundamentally change the treatment paradigm across multiple B-cell-driven autoimmune diseases. 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. For more information, please visit https://kyvernatx.com.
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: Board transition matters; Kyverna’s growth; Kyverna’s ability to lead the advancement of autoimmune CAR T; the potential for long term success and value creation; Kyverna’s advancement towards commercialization; and Kyverna’s potentially first-in-class neuroimmunology franchise. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market conditions, the possibility that the past track records of Kyverna and its personnel may not be repeated or indicative of future success and other factors discussed in the "Risk Factors" section of Kyverna's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q that Kyverna has filed or may subsequently file with the U.S. Securities and Exchange Commission. 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.
For more information, please visit https://kyvernatx.com.
Contact:
Investors: InvestorRelations@kyvernatx.com
Media: media@kyvernatx.com
