Form 4: Kronos Bio Director Disposes of All Holdings Following Concentra Biosciences Merger Completion

Norbert W. Bischofberger, a Director and 10% Owner of Kronos Bio, Inc., has reported the disposition of all his common stock and employee stock options in the company following its acquisition by Concentra Biosciences, LLC.

Summary

• Norbert W. Bischofberger, a Director and 10% Owner of Kronos Bio, Inc. (KRON), disposed of all his beneficial ownership in the company on June 20, 2025.
• The disposition occurred as a result of the Agreement and Plan of Merger, dated May 1, 2025, between Kronos Bio, Concentra Biosciences, LLC ('Parent'), and Concentra Merger Sub IV, Inc.
• Parent and Merger Sub completed a tender offer on June 18, 2025, for all outstanding shares of Kronos Bio common stock.
• The offer price for each share was $0.57 in cash (the 'Cash Amount') plus one non-transferable contractual contingent value right (CVR).
• Following the tender offer, Merger Sub merged with and into Kronos Bio, making Kronos Bio a wholly-owned subsidiary of Parent.
• All issued and outstanding shares (excluding certain excluded shares) were cancelled in exchange for the Offer Price.
• Mr. Bischofberger disposed of a total of 12,120,888 shares of common stock, both directly and indirectly through various trusts, at a price of $0.57 per share.
• His employee stock options, totaling 1,967,854 underlying shares with exercise prices ranging from $1.08 to $30.78, became fully vested and exercisable prior to the merger.
• These options were cancelled and converted into the right to receive cash equal to the excess, if any, of the Cash Amount ($0.57) over the option's exercise price, plus one CVR per underlying share.
• Given that all reported option exercise prices were higher than the $0.57 Cash Amount, the cash component for these options was effectively zero, but the CVRs were still issued.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the merger provides a definitive exit for shareholders, the low cash price per share and the zero cash payout for options with higher exercise prices could be seen negatively by some, balanced by the inclusion of CVRs for potential future value.

Positives

• The completion of the merger provides a definitive outcome for Kronos Bio shareholders, offering a cash payment and a contingent value right.
• The transaction allows shareholders to realize immediate liquidity for their shares at the agreed-upon tender offer price.

Negatives

• The cash component of $0.57 per share is significantly lower than the exercise prices of the employee stock options held by the reporting person, resulting in no cash payout for these options.
• The conversion of options with higher exercise prices to zero cash consideration (though CVRs were issued) represents a substantial loss on the potential value of those options for the reporting person.

Risks

• The value of the Contingent Value Rights (CVRs) is uncertain and contingent upon future events, introducing a risk regarding the ultimate total consideration received by shareholders and option holders.

Future Outlook

The future outlook for former Kronos Bio shareholders includes the potential for additional value from the Contingent Value Rights (CVRs), which are non-transferable and contingent on future events as per the CVR Agreement.

Industry Context

This filing reflects the final stages of an acquisition in the biotechnology or pharmaceutical sector, where a publicly traded company (Kronos Bio) is taken private by another entity (Concentra Biosciences). Such transactions are common in industries requiring significant capital and long development cycles, often driven by strategic portfolio adjustments or consolidation.

Related Party Transactions

• The disposition of securities by Norbert W. Bischofberger, a Director and 10% Owner, is a related party transaction that occurred as part of the broader merger agreement.

Stakeholder Impact

• Shareholders: Received $0.57 cash per share plus one CVR for each share, providing liquidity and potential future value.
• Employees (specifically option holders like the reporting person): Options were converted into CVRs and, for those with exercise prices above the cash amount, no cash consideration, impacting their immediate financial realization from options.

Next Steps

• Former Kronos Bio shareholders and option holders will await potential payouts from the Contingent Value Rights (CVRs) based on the terms of the CVR Agreement.

Key Dates

Keywords

SEC Form 4, Insider Trading, Merger, Acquisition, Tender Offer, Stock Disposition, Kronos Bio, Concentra Biosciences, Contingent Value Right, Corporate Action