Kyverna Therapeutics Inc美股招股说明书(2025-12-18版)

13,333,333 Shares Our common stock is currently listed on the Nasdaq Global Select Market under the symbol “KYTX.” On December 16,2025, the last reported sale price of our common stock on the Nasdaq Global Select Market was $10.24 per share. The final publicoffering price will be determined through negotiation between us and the lead underwriters in the offering and the recent market priceused throughout this prospectus supplement may not be indicative of the actual offering price. We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federal securities lawsand, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus supplementand future filings with the Securities and Exchange Commission. See “Prospectus Supplement Summary – Implications of Being anEmerging Growth Company and a Smaller Reporting Company”. Public offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to us (1)See the section of this prospectus supplement entitled “Underwriting” for a description of the compensation payable to theunderwriters. We have granted the underwriters an option to purchase up to an additional 1,999,999 shares of our common stock from us atthe public offering price, less underwriting discounts and commissions, within 30days from the date of this prospectus supplement. Ifthe underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $6,899,999.40 andthe total proceeds to us, before expenses, will be $108,099,990.60. See “Underwriting” for more information. Our business and an investment in our securities involve significant risks. These risks are described under the caption“RiskFactors”beginning on page S-7 of this prospectus supplement and under similar headings in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any other state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock against payment on or about December 18, 2025. Joint Book-Running Managers Wells Fargo Securities December 17, 2025 TABLE OF CONTENTS Page PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-6RISK FACTORSS-7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-10MARKET, INDUSTRY AND OTHER DATAS-12USE OF PROCEEDSS-13DILUTIONS-14UNDERWRITINGS-16LEGAL MATTERSS-24EXPERTSS-24WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-24INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-25 PROSPECTUSABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS9DESCRIPTION OF CAPITAL STOCK10DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF WARRANTS25DESCRIPTION OF RIGHTS28DESCRIPTION OF UNITS29DESCRIPTION OF DEPOSITARY SHARES30LEGAL OWNERSHIP OF SECURITIES33PLAN OF DISTRIBUTION36LEGAL MATTERS38EXPERTS38WHERE YOU CAN FIND ADDITIONAL INFORMATION38INCORPORATION OF CERTAIN INFORMATION BY REFERENCE39 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a “shelf” registration statement on Form S-3 that we filed with the U.S. Securities andExchange Commission, or the SEC, and is in two parts. The first part is this prospectus supplement, which describes the specific termsof this offering of shares of common stock and also adds to and updates information contained in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, theaccompanying prospectus dated April 15, 2025, including the documents incorporated by reference into it, provides more generalinformation. Generally, when we refer to this “prospectus supplement,” we are referring to both parts of this document combined. We urge you to carefully read this prospectus supplement, the accompanying prospectus, the documents incorporated byreference herein and therein and the additional information in the sections of this prospectus supplement entitled “Where You Can FindAdditional Information” and “Incorporation of Certain Information by Reference” before buying any of the securities being offeredunder this prospectus supplement. These documents contain information you should consider when making your investment decision.To the extent that any statement that we make in this prospectus supplement is inconsistent with statements made in the accompanyingprospectus or any documents incorporated by reference, the statements made in this prospectus supplement will be deemed to modifyor supersede those made in such documents incorporated by reference; however, if any statement i