Form 4: Kronos Bio President & Interim CEO Disposes of Shares and Options Following Concentra Biosciences Merger Completion

Deborah Knobelman, President and Interim CEO of Kronos Bio, Inc., has reported the disposition of all her common stock and employee stock options following the completion of the merger with Concentra Biosciences, LLC.

Summary

• Deborah Knobelman, President & Interim CEO of Kronos Bio, Inc., disposed of 139,422 shares of common stock and 246,390 employee stock options on June 20, 2025.
• This disposition was a direct result of the Agreement and Plan of Merger, dated May 1, 2025, between Kronos Bio, Inc., Concentra Biosciences, LLC, and Concentra Merger Sub IV, Inc.
• The tender offer for all outstanding shares of Kronos Bio common stock was completed on June 18, 2025.
• Shareholders received an offer price of $0.57 per share in cash, plus one non-transferable contractual contingent value right (CVR) for each share.
• Following the tender offer, Merger Sub merged with Kronos Bio, making Kronos Bio a wholly owned subsidiary of Concentra Biosciences.
• At the effective time of the merger, all outstanding shares were cancelled in exchange for the offer price.
• Employee stock options became fully vested and exercisable immediately prior to the merger's effective time.
• Unexercised options were cancelled and converted into a cash amount (if the exercise price was less than the cash amount) and one CVR per underlying share.
• Options with an exercise price equal to or greater than the cash amount ($0.57) were cancelled for no consideration, which applied to Ms. Knobelman's options with an exercise price of $0.745.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the company ceases to exist independently, the merger completion provides liquidity to shareholders and includes a CVR for potential future value. However, the reporting person's options were cancelled for no consideration, which is a negative for her personally.

Positives

• The successful completion of the merger provides liquidity to shareholders of Kronos Bio, Inc.
• Shareholders received a cash consideration of $0.57 per share, along with a Contingent Value Right (CVR), offering potential future value.
• Employee stock options became fully vested and exercisable prior to the merger, allowing holders to potentially realize value.

Negatives

• Deborah Knobelman's employee stock options, with an exercise price of $0.745, were cancelled for no consideration because their exercise price was greater than the cash amount of $0.57 per share received in the merger.
• Kronos Bio, Inc. ceases to be an independent publicly traded company, becoming a wholly owned subsidiary of Concentra Biosciences, LLC.
• The value of the Contingent Value Rights (CVRs) is uncertain and dependent on future events, potentially offering no additional value.

Risks

• The value of the Contingent Value Rights (CVRs) is contingent and not guaranteed, meaning shareholders may not receive any additional payments beyond the initial cash consideration.
• The non-transferable nature of the CVRs limits liquidity for holders.

Future Outlook

The document indicates that shareholders received Contingent Value Rights (CVRs), which represent potential future payments contingent on specific events, though the details of these contingencies are not provided in this filing. The company itself is now a wholly-owned subsidiary, so its independent future outlook is absorbed by the parent company.

Industry Context

This filing reflects the completion of an acquisition in the biotechnology sector, a common occurrence where larger pharmaceutical or biotech companies acquire smaller, often clinical-stage, firms to gain access to their pipelines, technologies, or intellectual property. Such mergers provide an exit strategy for investors in the acquired company and can consolidate research and development efforts.

Comparison to Industry Standards

• The acquisition price of $0.57 per share plus a CVR is specific to this transaction.
• Without detailed financial performance metrics for Kronos Bio or specific terms of other comparable acquisitions (e.g., per-share premiums, total deal value relative to peak sales forecasts, or pipeline stage valuations), a direct quantitative comparison to industry standards or specific comparable companies/projects is not feasible based solely on this Form 4.
• The inclusion of CVRs is a common mechanism in biotech acquisitions to bridge valuation gaps or share future risks/rewards related to clinical milestones or regulatory approvals.

Stakeholder Impact

• Shareholders: Received $0.57 per share in cash and one CVR for each share, providing liquidity and potential future value.
• Employees: Options became fully vested, but those with exercise prices above the cash offer received no cash consideration for their options. The company is now a subsidiary, which may impact future employment structure.
• Company (Kronos Bio): Ceases to be an independent public entity and becomes a wholly-owned subsidiary of Concentra Biosciences, LLC.

Next Steps

• Potential future payments to CVR holders based on the terms of the Contingent Value Rights Agreement.
• Integration of Kronos Bio, Inc. into Concentra Biosciences, LLC.

Key Dates

Keywords

Kronos Bio, KRON, Concentra Biosciences, Merger, Acquisition, Tender Offer, SEC Form 4, Beneficial Ownership, Stock Disposition, Employee Stock Options, Contingent Value Right, CVR, Corporate Action, Biopharmaceutical, Biotech