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重大事件 即時報告 8-K 2026-07-09

Kyverna Therapeutics 修訂貸款協議，延長1,500萬美元融資窗口至年底

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申報類型：8-K｜公司：Kyverna Therapeutics, Inc. (KYTX)｜申報日期：2026年7月8日 **重點事件：修訂貸款協議，延長融資窗口** Kyverna Therapeutics 於2026年7月8日與貸款人 Oxford Finance LLC 簽訂貸款協議修訂（Amendment），將原先於2026年6月30日到期的 Term A 貸款餘額 1,500 萬美元提取期限延長至2026年12月31日。為此，公司需支付一筆 upfront fee 187,500 美元。若到期仍未全數提取，須另繳未提取金額 1.0% 的 non-utilization fee。 **其他關鍵條款調整（附帶提取條件）** 若公司成功提取全部 1,500 萬美元 Term A 貸款，以下條款將同步生效： - Term B 貸款（500 萬至 2,000 萬美元）的提取期限延長至 2027 年 9 月 30 日 或達成臨床里程碑後 90 天（以較早者為準）；未提取同樣需繳 1.0% 費用。 - Term C 貸款分兩期各 2,000 萬美元：第一期基於收入里程碑，提取期至 2028 年 3 月 31 日 或里程碑達成後 90 天；第二期基於臨床里程碑，期限相同。 - 最低收入契約（revenue covenants）將從 2027 年第二季末起適用，確切起始季度取決於公司從其他資本來源獲得的現金總額。 若公司未全數提取 Term A 貸款，則上述修改不生效，原有貸款條款維持不變。 **對投資者的潛在影響** 是次修訂為 Kyverna 提供了更充裕的資金提取時間，有助於減輕短期流動性壓力，屬非攤薄融資，對現有股東具正面意義。然而，一旦全數提取，公司將面臨更嚴格的最低收入契約，反映貸款人對未來營收能力的關注。若公司未能達成相關里程碑或收入目標，可能影響後續融資靈活性。投資者需留意臨床進度與收入表現。
展開英文正文 
8-K
 
 
 
 0001994702false00019947022026-07-082026-07-08

  

  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 
 
 
 

 
 Date of Report (Date of earliest event reported): July 8, 2026

 

  
 
Kyverna Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
 
 

 
 
 
 
 
 
 
 

 
 Delaware

 001-41947

 83-1365441

 

 
 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

 

 
  

  

  

  

  

 

 
 5980 Horton St., Suite 200

  

 

 
 Emeryville, California

  

 94608

 

 
 (Address of Principal Executive Offices)

  

 (Zip Code)

 

  

 
 
 
 

 
 Registrant’s Telephone Number, Including Area Code: (510) 925-2492

 

  

 
 
 
 

 
  

 

 (Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
 

 
 
 
 
 
 

 
 ☐

  

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 
  

  

  

 

 
 ☐

  

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 
  

  

  

 

 
 ☐

  

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 
  

  

  

 

 
 ☐

  

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

  
Securities registered pursuant to Section 12(b) of the Act:

 
 
 
 
 
 
 
 

 
 
Title of each class

  

 Trading
Symbol(s)

  

 
Name of each exchange on which registered

 

 
 Common Stock, par value $0.00001 per share

  

 KYTX

  

 The Nasdaq Stock Market LLC

 

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

  
 

 
  
 

 Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on October 31, 2025, Kyverna Therapeutics, Inc. (the “Company”) entered into that certain Loan and Security Agreement (the “Loan and Security Agreement”) with Oxford Finance LLC, as collateral agent (the “Collateral Agent”), and certain lenders from time to time party thereto (the “Lenders”). The Loan and Security Agreement provides a non-dilutive term loan facility (the “Loan Facility”) of up to an aggregate principal amount of $150.0 million in multiple tranches, subject to certain conditions, including (i) up to $40.0 million of Term A Loans available during an initial draw period of up to June 30, 2026, (ii) a single Term B Loan of $5.0 million to $20.0 million available upon achievement of specified clinical milestones to be drawn by June 30, 2026, and (iii) up to $40.0 million of Term C Loans available upon achievement of specified revenue and clinical milestones to be drawn by December 31, 2027. The Loan Facility also provides that the Company will be subject to minimum revenue covenants beginning with the quarter ending June 30, 2027, subject to certain cash and market capitalization exceptions. On November 3, 2025, the Company drew $25.0 million from funds available from the first tranche of Term A Loans.
 
On July 8, 2026 and effective as of June 30, 2026, the Company, the Collateral Agent, and the Lenders entered into an amendment to the Loan and Security Agreement (the “Amendment”), pursuant to which the parties agreed, among other things, to extend the availability of the remaining $15.0 million of Term A Loans through December 31, 2026, in exchange for the Company paying an upfront cash fee of $187,500. In addition, if the Company does not draw the full remaining $15.0 million of Term A Loans by December 31, 2026, the Company will pay the Lenders a non-utilization fee equal to 1.0% of the aggregate undrawn amount of the Term A Loans.
 
The Amendment also provides that, contingent upon the Company drawing the full remaining $15.0 million of Term A Loans, the following additional modifications to the Loan Facility will become effective: (i) the availability of the single Term B Loan of $5.0 million to $20.0 million shall be extended through the earlier of September 30, 2027 and the 90th day following the date of achievement of a clinical milestone; (ii) the Company shall pay the Lenders a non-utilization fee of 1.0% of the aggregate undrawn amount of the Term B Loan if it does not draw on the Term B Loan by the end of the draw period for the Term B Loan; (iii) the Term C Loans shall be available in two tranches of $20.0 million, with the first tranche being available subject to achievement of a revenue milestone through the earlier of March 31, 2028 and the 90th day following the date of the achievement of such revenue milestone and the second tranche being available subject to achievement of a clinical milestone through the earlier of March 31, 2028 and the 90th day following the date of achievement of such clinical milestone; and (iv) the Company shall become subject to minimum revenue covenants beginning with the quarter ending June 30, 2027, September 30, 2027, or December 31, 2027, depending upon the aggregate amount of gross cash proceeds the Company receives from other capital sources during certain periods. If the Company does not draw the full remaining $15.0 million of Term A Loans, then the additional modifications described in the previous sentence will not be effective and the original terms of the Loan Facility shall continue to apply.
 
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which will be filed either via an amendment to this Current Report on Form 8-K or with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, and which is incorporated herein by reference. 
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
 

 
 
 
 
 
 

 
 Exhibit
Number

 

 Description

 

 
 104

 

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  

  

 
  
 

 SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
 
 
 

 
  

  

  

 KYVERNA THERAPEUTICS, INC.

 

 
  

  

  

  

 

 
 Date:

 July 9, 2026

 By: 

 /s/ Gregory Martini

 

 
  

  

  

 Gregory Martini
Chief Financial Officer