Kyverna Therapeutics, Inc. investors led by Northpond entities and Michael P. Rubin report their beneficial ownership in an amended Schedule 13G as of December 31, 2025. Michael P. Rubin is shown with beneficial ownership of 3,466,826 shares of common stock, representing 6.1% of the class.
The filing lists 2,805,426 shares (4.9%) held by Northpond Ventures III, LP, 450,000 shares (0.8%) held by Northpond Ventures, LP, and 211,400 shares (0.4%) held by NVP Listed, LLC, with shared voting and dispositive power over these positions. The percentages are based on 43,796,170 shares outstanding as of October 31, 2025 plus 13,333,333 shares issued in a December 18, 2025 public offering. The reporting persons certify the holdings are not for the purpose of changing or influencing control of Kyverna.
What ownership stake in Kyverna Therapeutics (KYTX) does Michael P. Rubin report?
Michael P. Rubin reports beneficial ownership of 3,466,826 Kyverna shares, representing 6.1% of the common stock. This includes voting and dispositive power over shares held by Northpond Ventures III, LP, Northpond Ventures, LP, and NVP Listed, LLC as of December 31, 2025.
How many Kyverna Therapeutics (KYTX) shares does Northpond Ventures III, LP hold?
Northpond Ventures III, LP reports holding 2,805,426 Kyverna common shares, representing 4.9% of the class. These shares are reported with shared voting and dispositive power, with Northpond Ventures III GP, LLC as general partner and Michael P. Rubin as its managing member.
What other Kyverna Therapeutics (KYTX) positions are disclosed by Northpond-affiliated funds?
Northpond Ventures, LP reports 450,000 Kyverna shares (0.8% of the class), and NVP Listed, LLC reports 211,400 shares (0.4%). Both positions carry shared voting and dispositive power through affiliated general partner and manager entities associated with Michael P. Rubin.
How was the beneficial ownership percentage in Kyverna Therapeutics (KYTX) calculated?
The reported percentages use a base of 43,796,170 shares outstanding as of October 31, 2025, plus 13,333,333 shares issued in a public equity offering that closed December 18, 2025, as described in Kyverna’s Form 10-Q and related prospectus supplement.
What is the stated purpose of the Kyverna Therapeutics (KYTX) holdings in this Schedule 13G/A?
The reporting persons certify the Kyverna shares were not acquired and are not held to change or influence control of the issuer. They also state the holdings are not in connection with any transaction having that purpose, except activities related to a nomination under Rule 14a-11.
When is the ownership information for Kyverna Therapeutics (KYTX) in this filing effective?
The ownership information is reported as of December 31, 2025, which is the date of the event requiring the Schedule 13G/A filing. The underlying share count references Kyverna’s October 31, 2025 outstanding shares and a public offering completed on December 18, 2025.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Kyverna Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
501976104
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
501976104
1
Names of Reporting Persons
Northpond Ventures III, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,805,426.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,805,426.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,805,426.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
501976104
1
Names of Reporting Persons
Northpond Ventures III GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,805,426.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,805,426.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,805,426.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
501976104
1
Names of Reporting Persons
Northpond Ventures, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
501976104
1
Names of Reporting Persons
Northpond Ventures GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
501976104
1
Names of Reporting Persons
NPV Listed, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
211,400.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
211,400.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
211,400.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
501976104
1
Names of Reporting Persons
Northpond Ventures, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
211,400.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
211,400.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
211,400.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
501976104
1
Names of Reporting Persons
Michael P. Rubin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,466,826.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,466,826.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,466,826.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kyverna Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
5980 Horton St., Suite 550, Emeryville, CA, 94608.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Northpond Ventures III, LP ("Northpond Fund III")
Northpond Ventures III GP, LLC ("Northpond GP III LLC")
Northpond Ventures, LP ("Northpond Fund")
Northpond Ventures GP, LLC ("Northpond GP LLC")
NVP Listed, LLC ("NVL Listed")
Northpond Ventures, LLC ("Northpond Ventures")
Michael P. Rubin ("Rubin")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
The principal business office of each Reporting Person is:
7500 Old Georgetown Road, Suite 800
Bethesda, MD 20814
(c)
Citizenship:
Northpond Fund III Delaware
Northpond GP III LLC Delaware
Northpond Fund Delaware
Northpond GP LLC Delaware
NVP Listed Delaware
Northpond Ventures Delaware
Rubin United States
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP No.:
501976104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities includes (i) 2,805,426 shares of common stock directly held by Northpond Fund III; (ii) 450,000 shares of common stock directly held by Northpond Fund; and (iii) 211,400 shares of common stock directly held by NVP Listed.
Northpond GP III LLC is the general partner of Northpond Fund III, Northpond GP LLC is the general partner of Northpond Fund and Northpond Ventures is the manager of NVP Listed. Rubin is the managing member of each of Northpond GP III LLC, Northpond GP LLC and Northpond Ventures and has voting and dispositive power over the securities held by each of Northpond Fund III, Northpond Fund and NVP Listed.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 43,796,170 shares of common stock outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 12, 2025 and 13,333,333 shares of common stock issued in the Issuer's public offering of equity securities that closed on December 18, 2025, as reported in the Issuer's prospectus supplement dated December 17, 2025 filed with the SEC on December 18, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Northpond Ventures III, LP
Signature:
/s/ Patrick Smerkers
Name/Title:
By Northpond Ventures III GP, LLC, its General Partner, By Patrick Smerkers, Authorized Signatory
Date:
02/17/2026
Northpond Ventures III GP, LLC
Signature:
/s/ Patrick Smerkers
Name/Title:
By Patrick Smerkers, Authorized Signatory
Date:
02/17/2026
Northpond Ventures, LP
Signature:
/s/ Patrick Smerkers
Name/Title:
By Northpond Ventures GP, LLC, its General Partner, By Patrick Smerkers, Authorized Signatory
Date:
02/17/2026
Northpond Ventures GP, LLC
Signature:
/s/ Patrick Smerkers
Name/Title:
By Patrick Smerkers, Authorized Signatory
Date:
02/17/2026
NPV Listed, LLC
Signature:
/s/ Patrick Smerkers
Name/Title:
By Northpond Ventures, LLC, its Manager, By Patrick Smerkers, Authorized Signatory
