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

Common Stock We are offering 13,333,333 shares of our common stock, par value $0.00001 per share, in this offering. 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 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 an Public offering price 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 and 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 documents 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 accompanying The underwriters expect to deliver the shares of common stock against payment on or about December 18, 2025. Wells Fargo Securities 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, the 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 accompanying We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inaddition to the information contained in this prospectus supplement, the accompanying prospectus and any free writing prospectus wemay provide you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the You should not assume that the information contained or incorporated by reference in this prospectus supplement andaccompanying prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus supplement andthe accompanying prospectus or on any date subsequent to the date of the document incorporated by reference, as applicable. Our We are offering to sell, and seeking offers to buy, the securities described in this prospectus supplement only in jurisdictionswhere offers and sales are permitted. The distribution of this prospectus supplement and the offering of the securities in certainjurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement mustinform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference into this prospectus supplement or the accompanying prospectus were made solely forthe benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such In this prospectus supplement, unless otherwise indicated or required by the contex