Form 4: Kronos Bio Director Reports Share and Option Dispositions Following Concentra Biosciences Merger

Arie Belldegrun, a director of Kronos Bio, Inc., reported the disposition of over 3.4 million common shares and the cancellation of 122,600 stock options as a result of the company's acquisition by Concentra Biosciences.

Summary

• Arie Belldegrun, a director of Kronos Bio, Inc., filed a Form 4 detailing changes in his beneficial ownership due to the company's merger with Concentra Biosciences, LLC.
• The merger was executed through a tender offer completed on June 18, 2025, where all outstanding shares of Kronos Bio were acquired for $0.57 per share in cash, plus one non-transferable contractual contingent value right (CVR).
• Mr. Belldegrun, through his indirect holdings via Vida Ventures, LLC, disposed of 2,765,314 shares of Kronos Bio common stock.
• Additionally, Mr. Belldegrun, through Bellco Legacy II Trust, disposed of 679,575 shares of Kronos Bio common stock.
• In total, 3,444,889 shares were disposed of at the offer price of $0.57 per share.
• Furthermore, 122,600 stock options, with exercise prices ranging from $0.95 to $24.18, were cancelled.
• These stock options were cancelled for no consideration because their exercise prices were equal to or greater than the $0.57 cash amount per share received in the merger.

Sentiment

Score: 5

Explanation: This is a factual report of an insider transaction resulting from a completed merger. It is neutral in sentiment as it simply reports the outcome of a corporate action, rather than new positive or negative company performance.

Positives

• The completion of the merger provides liquidity to former shareholders of Kronos Bio at the agreed-upon price.
• The inclusion of Contingent Value Rights (CVRs) offers potential future upside for former shareholders based on specific future events or milestones.

Negatives

• The disposition of shares and cancellation of out-of-the-money options for no consideration indicates that the cash offer price of $0.57 per share was significantly lower than the exercise prices of many options held by the director, resulting in a loss of potential value from those options.
• Kronos Bio is no longer a publicly traded company, which limits future investment opportunities in its equity.

Risks

• The ultimate value of the Contingent Value Rights (CVRs) is uncertain and dependent on future events, which may or may not materialize, potentially resulting in no additional value for former shareholders.

Future Outlook

NA

Industry Context

This transaction reflects the ongoing consolidation trend within the biotechnology and pharmaceutical sectors, where larger entities or private equity firms acquire smaller, publicly traded companies, often for their pipeline assets or specific technologies. The use of Contingent Value Rights (CVRs) is a common mechanism in biotech mergers and acquisitions to bridge valuation gaps based on future clinical or regulatory milestones.

Comparison to Industry Standards

• The acquisition price of $0.57 per share, while seemingly low, must be evaluated against Kronos Bio's pre-merger stock performance and financial health. Without that context, a direct comparison to industry standards for valuation is difficult.
• The use of Contingent Value Rights (CVRs) is a standard practice in biotech mergers, particularly when the target company has pipeline assets with uncertain future value. For example, similar CVR structures have been used in acquisitions like Sanofi's acquisition of Kadmon Holdings or Bristol Myers Squibb's acquisition of MyoKardia, where CVRs were tied to regulatory approvals or sales milestones.
• The cancellation of out-of-the-money options for no consideration is standard practice in mergers where the offer price is below the option's exercise price.

Related Party Transactions

• The disposition of shares was made indirectly by Vida Ventures, LLC and Bellco Legacy II Trust, entities associated with the reporting person, Arie Belldegrun, as part of the merger transaction.

Stakeholder Impact

• Shareholders: Existing public shareholders of Kronos Bio, Inc. received $0.57 per share in cash plus one CVR for each share, and the company is no longer publicly traded.
• Employees: Employees holding stock options had their options converted to cash (if in-the-money) and CVRs, or cancelled (if out-of-the-money) as per the merger agreement.
• Company (Kronos Bio): Kronos Bio is now a private, wholly-owned subsidiary of Concentra Biosciences, LLC.

Next Steps

• The merger has been completed, with Kronos Bio, Inc. becoming a wholly-owned subsidiary of Concentra Biosciences, LLC.
• Former shareholders will receive the cash amount and CVRs as per the merger agreement.

Key Dates

Keywords

Kronos Bio, KRON, Concentra Biosciences, Merger, Acquisition, Tender Offer, SEC Form 4, Insider Transaction, Stock Disposition, Stock Options, Contingent Value Rights, CVR, Arie Belldegrun, Corporate Action