Tender Offer - Kronos Bio, Inc.
Form Type: 8-K
Filing Date: 2025-06-05
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025051350
Filing Summary: On June 4, 2025, Kronos Bio, Inc. entered into a Lease Termination Agreement with BMR-Rogers Street LLC to terminate an office lease set to expire in 2031, effective June 30, 2025. The company will pay approximately $22.5 million to terminate the lease and will receive a return of $2.0 million security deposit. This decision is expected to yield about $18.2 million in cost savings. The report also outlines the commencement of a tender offer for the company’s outstanding common stock, linked to a prior filing from May 15, 2025, indicating important details for investors regarding understanding the tender offer materials and associated risks with the ongoing transactions, emphasizing that these forward-looking statements are subject to various risks and uncertainties, including the successful completion of the offer under the merger agreement.
Additional details:
Lease Termination Agreement Date: 2025-06-04
Original Lease Expiration Date: 2031-02-28
Early Termination Date: 2025-06-30
Termination Agreement Payment Amount: 22.5 million
Security Deposit Return Amount: 2.0 million
Estimated Cost Savings: 18.2 million
Form Type: SC 14D9/A
Filing Date: 2025-06-05
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025051356
Filing Summary: This document serves as Amendment No. 1 to the Schedule 14D-9 filed by Kronos Bio, Inc. concerning a tender offer initiated by Concentra Merger Sub IV, Inc., a subsidiary of Concentra Biosciences, LLC. The tender offer aims to acquire all issued and outstanding shares of Kronos Bio at a price of $0.57 per share in cash, alongside one non-transferable contingent value right per share. The expiration date of the tender offer has been extended from June 13, 2025, to June 18, 2025, unless further extended. Conditions for potential extensions of the offer include unmet Offer Conditions and disputes regarding the Closing Net Cash. Additionally, the company entered a Lease Termination Agreement, terminating an office lease, resulting in projected cost savings of approximately $18.2 million. On the litigation front, three complaints have been filed by purported stockholders contesting certain disclosures related to the tender offer, with allegations including violations of securities laws and common law.
Additional details:
Lease Termination Agreement Date: 2025-06-04
Early Termination Date: 2025-06-30
Cost Savings Estimate: 18.2 million
Cash Amount Per Share: 0.57
Announcement Date: 2025-06-05
Extended Expiration Date: 2025-06-18
Expiration Time: 11:59 a.m. Eastern Time
Litigation Count: 3
Form Type: SC 14D9
Filing Date: 2025-05-15
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390025043969
Filing Summary: On May 15, 2025, Kronos Bio, Inc. filed a Schedule 14D-9 relating to a tender offer initiated by Concentra Merger Sub IV, Inc., a subsidiary of Concentra Biosciences, LLC, to acquire all outstanding shares of Kronos' common stock. The offer proposes a cash payment of $0.57 per share plus one non-transferable contingent value right (CVR) per share, as part of the total offer price. This tender offer is part of a broader Merger Agreement that outlines the steps for the merger of Kronos with the purchaser. Key provisions include the cancellation of non-tendered shares at closing, varying treatment of stock options and restricted stock units, and details on the CVRs which relate to future performance-based payments. The offer conditions include a required minimum number of shares to be tendered and the availability of sufficient cash. This merger is set to occur without a stockholder vote, enabled by Delaware law provisions. The filing also provides full details of the offer, the merger agreement, and key agreements related to the transaction, ensuring stakeholders are informed of their rights and the effects on their holdings.
Additional details:
Title Of Class: Common Stock
Cik Number: 50107A104
Cash Amount: $0.57
Purchase Person: Concentra Merger Sub IV, Inc.
Parent Company: Concentra Biosciences, LLC
Merger Agreement Date: 2025-05-01
Merger Effective Time: At the time of the Merger Closing
Expiration Date: 2025-06-13
Termination Criteria: Upon certain conditions including alternate transaction approval.
Support Agreement Percentage: 27.15%
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