Kyverna Therapeutics Inc 2024年度报告

Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theRegistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ As of June 28, 2024, the last business day of the Registrant’s most recently completed second quarter, theaggregate market value of the voting and non-voting common equityheld by non-affiliates of the Registrant was approximately $222.1million. The number of shares of Registrant’s Common Stock outstanding as of March 1, 2025 was43,214,918. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities107Item 6.[Reserved]107Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations108Item 7A.Quantitative and Qualitative Disclosures About Market Risk121Item 8.Financial Statements and Supplementary Data122Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure122Item 9A.Controls and Procedures122Item 9B.Other Information124Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections125 PART IIIItem 10. Directors, Executive Officers and Corporate Governance126Item 11.Executive Compensation132Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters144Item 13.Certain Relationships and Related Transactions, and Director Independence147Item 14.Principal Accounting Fees and Services150 PART IVItem 15. Exhibits, Financial Statement Schedules152Item 16.Form 10-K Summary153 This Annual Report on Form 10-K contains forward-looking statements about us and our industry within the meaning of thefederal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate tofuture events or our future financial or operating performance. All statements other than statements of historical facts contained inthis Annual Report on Form 10-K, including statements regarding our future results of operations and financial position, businessstrategy, drug candidates, planned preclinical studies and clinical trials, results of preclinical studies, clinical trials, research anddevelopment costs, plans for manufacturing, regulatory approvals, timing and likelihood of success, as well as plans and objectivesof management for future operations, are forward-looking statements. I