M&A - Kronos Bio, Inc.

Form Type: 8-K

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025055915

Filing Summary: On June 20, 2025, Kronos Bio, Inc. completed a merger with Concentra Biosciences, LLC through its subsidiary, Concentra Merger Sub IV, Inc., following a tender offer initiated on the same day. Shareholders received $0.57 in cash per share and a non-transferable contractual contingent value right for each share. A total of 44,503,838 shares, approximately 72.90% of the outstanding shares, were validly tendered. The merger was executed without a stockholder vote, resulting in Kronos becoming a wholly owned subsidiary of Concentra. Following the merger, significant changes in the board of directors occurred, with multiple resignations and transitions to new management positions set forth in the merger agreement. The company's shares were subsequently delisted from Nasdaq, and the corporation's bylaws and certificate of incorporation were amended to reflect the changes post-merger.

Form Type: POS AM

Filing Date: 2025-06-20

Corporate Action: Merger

Type: Update

Accession Number: 000114036125023185

Filing Summary: On June 20, 2025, Kronos Bio, Inc. completed a merger with Concentra Biosciences, LLC, resulting in Kronos becoming a wholly owned subsidiary of Concentra. Under the terms of the merger, each share of Kronos common stock was converted into cash of $0.57 per share, along with one non-transferable contractual contingent value right. This document serves as a post-effective amendment to Registration Statement No. 333-283072, which was originally filed on November 7, 2024, and declared effective on November 14, 2024. The merger led to the termination of all offerings of securities under the failed registration statement, and all unsold securities have been removed from registration. The Registrant confirms it meets the requirements for filing this amendment and has duly authorized the necessary signatures for this document.

Form Type: S-8 POS

Filing Date: 2025-06-20

Corporate Action: Merger

Type: Update

Accession Number: 000114036125023188

Filing Summary: On June 20, 2025, Kronos Bio, Inc. filed a post-effective amendment to deregister all unissued shares of its common stock under multiple Form S-8 registration statements. This deregistration is part of the activities surrounding the company’s merger with Concentra Biosciences, LLC, finalized on the same day. As a result of the merger, which followed an Agreement and Plan of Merger executed on May 1, 2025, Kronos Bio became a wholly owned subsidiary of Concentra. Each share of Kronos' common stock was converted into a cash payment of $0.57, alongside a contingent value right. The filing terminates all previous offerings associated with the registration statements as they are no longer effective following the merger.

Form Type: S-8 POS

Filing Date: 2025-06-20

Corporate Action: Merger

Type: Update

Accession Number: 000114036125023189

Filing Summary: Kronos Bio, Inc. filed a post-effective amendment to deregister unsold securities associated with various prior S-8 registration statements. This action corresponds to the company's recent merger with Concentra Biosciences, LLC, finalized on June 20, 2025. After the merger, all outstanding shares of Kronos Bio were converted into cash and contingent value rights, prompting the termination of all existing offerings under the aforementioned S-8 forms. The deregistration includes a total of 21,760,612 shares previously registered under the 2017 and 2020 Equity Incentive Plans and the 2020 Employee Stock Purchase Plan, as the merger effectively ends further sales of these securities.

Form Type: S-8 POS

Filing Date: 2025-06-20

Corporate Action: Merger

Type: Update

Accession Number: 000114036125023190

Filing Summary: On June 20, 2025, Kronos Bio, Inc. filed a Post-Effective Amendment to deregister unsold shares under several Form S-8 Registration Statements. This filing is linked to a merger agreement with Concentra Biosciences, LLC, effective the same day, in which Merger Sub was merged into Kronos Bio, making it a wholly owned subsidiary of Parent. As part of the merger, shares of common stock were converted to cash and contingent value rights for stockholders, leading to the termination of all securities offerings under the aforementioned Registration Statements. The document details multiple earlier registrations and confirms the removal of securities that remain unsold, adhering to regulatory requirements.

Form Type: S-8 POS

Filing Date: 2025-06-20

Corporate Action: Merger

Type: Update

Accession Number: 000114036125023191

Filing Summary: Kronos Bio, Inc., having filed a post-effective amendment to deregister all unsold securities under several Registration Statements on Form S-8, has completed a merger with Concentra Biosciences, LLC and its wholly owned subsidiary. Effective June 20, 2025, the merger resulted in the Registrant becoming a wholly owned subsidiary of Concentra Biosciences. In accordance with the Merger Agreement, each share of Kronos common stock was converted to a cash payment of $0.57, along with a non-transferrable contingent value right. Following the merger, Kronos has terminated all offerings of securities pursuant to the registration statements, withdrawing unissued shares, and certifying compliance with filing requirements.

Form Type: S-8 POS

Filing Date: 2025-06-20

Corporate Action: Merger

Type: Update

Accession Number: 000114036125023192

Filing Summary: Kronos Bio, Inc. filed a post-effective amendment to deregister unissued shares of its common stock under several prior Form S-8 registration statements. The registrant has terminated all offerings of its securities due to a merger with Concentra Biosciences, LLC. On June 20, 2025, the merger was completed, resulting in Kronos Bio becoming a wholly owned subsidiary of Concentra. In this transaction, each share of Kronos Bio's common stock was converted into the right to receive $0.57 in cash and a contingent value right for each share, with specific exclusions. Accordingly, all unsold securities are being removed from registration through this filing, which confirms compliance with Section 7(a)(2)(B) of the Securities Act regarding financial accounting standards. The filing includes multiple registration numbers and addresses relevant to the corporate action, including details about the equity incentive plans involved.

Form Type: SC 14D9/A

Filing Date: 2025-06-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025055919

Filing Summary: On June 20, 2025, Kronos Bio, Inc. completed its acquisition following a tender offer made by Concentra Merger Sub IV, Inc., a wholly-owned subsidiary of Concentra Biosciences, LLC. The tender offer expired on June 18, 2025, with 44,503,838 shares validly tendered, equating to approximately 72.90% of outstanding shares. Since the number of shares tendered met the minimum conditions set by the merger agreement, the acquisition proceeded without a stockholder vote, as permitted by Section 251(h) of the Delaware General Corporation Law (DGCL). All outstanding shares were cancelled and converted into cash and contingent value rights as specified in the offer. Following the merger, shares ceased trading on Nasdaq and will be delisted and deregistered.

Form Type: 10-K

Filing Date: 2025-03-18

Corporate Action: Acquisition

Type: Update

Accession Number: 000174183025000009

Filing Summary: Kronos Bio, Inc. has undergone significant changes as of its latest filing. In November 2024, the company announced a comprehensive review of strategic alternatives aimed at maximizing stockholder value. This evaluation includes pursuing potential acquisitions, mergers, business combinations, or divesting some of the Company's preclinical assets. A substantial workforce reduction of approximately 83% was also implemented to conserve capital. Furthermore, the company has discontinued its clinical trial for istisociclib (KB-0742) due to adverse events and concluded that the product’s development is not justified at this time. The company remains focused on exploring various strategic options, although there is no guaranteed outcome from this strategic review and no timeline has been set for its completion. With the board's possible pursuit of liquidation if no transaction is realized, the company's future actions remain uncertain and contingent upon these evaluations.