Kyverna Therapeutics Inc 2025年度报告

(Mark One)շANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025ORնTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number 001-41947Kyverna Therapeutics, Inc.(Exact name of Registrant as specified in its Charter)Delaware83-1365441(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)5980 Horton St., STE 550Emeryville, CA94608(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (510) 925-2492 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YESնNOշ 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 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YESշNOն Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation 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).YESշNOն Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerնNon-accelerated filerշEmerging growth companyշ Accelerated filerնSmaller reporting companyշ 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.ն Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor issued its audit report.ն 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 thefiling reflect the correction of an error to previously issued financial statements.ն Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).ն Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESնNOշ The number of shares of Registrant’s Common Stock outstanding as of March 1, 2026 was 60,439,893. DOCUMENTS INCORPORATED BY REFERENCE Table of Contents PART IItem 1. Business1Item 1A.Risk Factors44Item 1B.Unresolved Staff Comments119Item 1C.Cybersecurity119Item 2.Properties120Item 3.Legal Proceedings120Item 4.Mine Safety Disclosures121 PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities122Item 6.[Reserved]123Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations124Item 7A.Quantitative and Qualitative Disclosures About Market Risk137Item 8.Financial Statements and Supplementary Data138Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure138Item 9A.Controls and Procedures138Item 9B.Other Information140Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections141 PART IIIItem 10. Directors, Executive Officers and Corporate Governance142Item 11.Executive Compensation148Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters158Item 13.Certain Relationships and Related Transactions, and Director Independence162Item 14.Principal Accounting Fees and Services164 PART IVItem 15. Exhibits, Financial Statement Schedules165Item 16.Form 10-K Summary167 This Annual Report on Form 10-K contains forward-looking statements about us and our industry within themeaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-lookingstatements generally relate to future events or our future financial or operating performance. All statements otherthan statements of historical facts co