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Kymera Therapeutics Inc美股招股说明书(2025-06-25版)

2025-06-25美股招股说明书梅***
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Kymera Therapeutics Inc美股招股说明书(2025-06-25版)

$250,000,000 Common StockPre-FundedWarrants to Purchase Shares of Common Stock We are offeringof shares of common stock and, in lieu of common stock,pre-fundedwarrants to purchasesharesof our common stock, to certain investors. Our common stock is listed on The Nasdaq Global Market under the symbol “KYMR.” OnJune24, 2025, the last reported sale price of our common stock on The Nasdaq Global Market was $47.14 per share. The purchase price of eachpre-fundedwarrant will equal the price per share at which shares of our common stock are being sold tothe public in this offering, minus $0.0001, which is the exercise price of eachpre-fundedwarrant. Thepre-fundedwarrants do notexpire, and eachpre-fundedwarrant will be exercisable at any time after the date of issuance, subject to an ownership limitation and insome cases clearance under the Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act. This prospectussupplement also relates to the offering of the shares of our common stock issuable upon the exercise of suchpre-fundedwarrants. There is no established public trading market for thepre-fundedwarrants, and we do not expect a market to develop. We do not intendto list thepre-fundedwarrants on The Nasdaq Global Market or any other national securities exchange or nationally recognizedtrading system. Investing in our securities involves significant risks that are described in the “Risk Factors” sectionbeginning on pageS-11of this prospectus supplement and page 2 of the accompanying prospectus, and inthe other documents that are incorporated by reference herein. You should read the entire prospectussupplement and the accompanying prospectus, including any information incorporated by reference hereinor therein, carefully before you make your investment decision. PerSharePerPre-FundedWarrantTotalPublic offering price$$$Underwriting discounts and commissions(1)$$$Proceeds, before expenses, to us$$$ (1)See the section titled “Underwriting” beginning on pageS-22of this prospectus supplement for a description of the compensationpayable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase an additional $37,500,000 million of shares of ourcommon stock from us, at the public offering price, less the underwriting discounts and commissions. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement and the accompanying prospectus is truthful or complete. Any representationto the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock and thepre-fundedwarrants against payment therefor on or about, 2025. Joint book-running managers The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. Aregistration statement has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplementand the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in anyJ.P. MorganLeerink Partners Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENTAbout This Prospectus SupplementCautionary Statement Regarding Forward-Looking StatementsProspectus Supplement SummaryThe OfferingRisk FactorsDescription ofPre-FundedWarrantsDivided PolicyUse of ProceedsDilutionUnderwritingMaterial U.S. Federal Income Tax Considerations for Investors in Common Stock andPre-FundedWarrantsLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference PROSPECTUS About This ProspectusRisk FactorsCautionary Note Regarding Forward-Looking StatementsThe CompanyUse of ProceedsSecurities We and/or Selling Stockholders May Offer or SellDescription of Capital StockDescription of Debt Securities Description of Warrants Legal Matters Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the automatic shelf registration statement on FormS-3(FileNo.333-282912)that we filed with the Securities andExchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or theSecurities Act, using a “shelf” registration process, and consists of two parts. The first part is this prospectus supplement, including the documentsincorporated by reference herein, which describes the specific terms of this offering of common stock andpre-fundedwarrants. The second part, theaccompanying prospectus, including the documents incorporated by reference therein, gives more general information, some of which may not apply tothis offering. Generally, when we refer to the “prospectus,” we are referring to both parts combined. This prospectus supplement and any free writingprospectus we authorize for use in connection with this offering may add to, update o