KYTX / Kyverna Therapeutics, Inc. - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41947 Kyverna Therapeutics, Inc.

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commiss

Kyverna Therapeutics Provides Business Update and Reports Second Quarter 2025 Financial Results Topline data for registrational Phase 2 trial of KYV-101 in stiff person syndrome (SPS) and BLA submission anticipated in 1H 2026 Registrational Phase 3 K

Exhibit 99.1 Kyverna Therapeutics Provides Business Update and Reports Second Quarter 2025 Financial Results Topline data for registrational Phase 2 trial of KYV-101 in stiff person syndrome (SPS) and BLA submission anticipated in 1H 2026 Registrational Phase 3 KYV-101 trial in myasthenia gravis (MG) to include ~60 patients with enrollment to initiate by year-end 2025; interim Phase 2 data expecte

Employment Offer Letter, dated June 5, 2025, between Kyverna Therapeutics, Inc. and Marc Grasso, MD.

Exhibit 10.1 June 5, 2025 Marc Grasso, M.D. via email Re: Employment Terms Dear Marc: Kyverna Therapeutics, Inc. (the “Company”) is pleased to offer you employment beginning on June 30, 2025 (the “Start Date”); provided, however, if your employment does not commence on the Start Date, this letter shall be null and void and without force or effect. Position Your position will be Chief Financial Off

Kyverna Therapeutics Announces Appointment of New Chief Financial Officer Dr. Marc Grasso brings more than 25 years of public company, capital markets and investment banking expertise to the role

Exhibit 99.1 Kyverna Therapeutics Announces Appointment of New Chief Financial Officer Dr. Marc Grasso brings more than 25 years of public company, capital markets and investment banking expertise to the role EMERYVILLE, Calif., June 30, 2025 - Kyverna Therapeutics, Inc. (Kyverna, Nasdaq: KYTX), a clinical-stage biopharmaceutical company focused on developing cell therapies for patients with autoi

Letter Agreement, entered into on June 28, 2025, between Kyverna Therapeutics, Inc. and Ryan Jones.

Exhibit 10.2 June 27, 2025 Ryan Jones Via email Dear Ryan: This letter (the “Agreement”) sets forth the terms and conditions of your separation from Kyverna Therapeutics, Inc. (the “Company”). In order to facilitate a smooth transition of your duties, this Agreement also sets forth the terms of your continued service as a strategic advisor to the Company for a transition period. 1. Advisory Servic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 Kyverna Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commissio

FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41947 Kyverna Therapeutics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commission

Kyverna Therapeutics Provides Business Update and Reports First Quarter 2025 Financial Results Enrollment complete in registrational Phase 2 KYV-101 trial in stiff person syndrome (SPS); on track for topline data in 1H 2026; biologics license applica

Exhibit 99.1 Kyverna Therapeutics Provides Business Update and Reports First Quarter 2025 Financial Results Enrollment complete in registrational Phase 2 KYV-101 trial in stiff person syndrome (SPS); on track for topline data in 1H 2026; biologics license application (BLA) filing now anticipated in 1H 2026 Advancing into registrational Phase 3 KYV-101 trial in myasthenia gravis (MG) following succ

424B5

Filed pursuant to Rule 424(b)(5) Registration No. 333-286180 PROSPECTUS Kyverna Therapeutics, Inc. Up to $50,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, dated March 27, 2025, or the Sales Agreement, with Jefferies LLC, or Jefferies, relating to the sale of shares of our common stock, $0.00001 par value per share, offered by this prospectus. In accordance with the ter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Kyverna Therapeutics, Inc. 5980 Horton St., STE 550 Emeryville, CA 94608

Kyverna Therapeutics, Inc. 5980 Horton St., STE 550 Emeryville, CA 94608 April 11, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-0406 Attention: Lauren Hamill Re: Kyverna Therapeutics, Inc. Registration Statement on Form S-3 Filed March 27, 2025 File No. 333-286180 Ladies and Gentlem

Open Market Sale AgreementSM, dated as of March 27, 2025, by and between Kyverna Therapeutics, Inc. and Jefferies LLC

Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM1 March 27, 2025 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Kyverna Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s comm

Kyverna Therapeutics Provides Business Update and Reports Fourth Quarter and Full Year 2024 Financial Results Accelerating clinical path to commercialization in stiff person syndrome, myasthenia gravis and lupus nephritis Aligned with the U.S. Food a

Exhibit 99.1 Kyverna Therapeutics Provides Business Update and Reports Fourth Quarter and Full Year 2024 Financial Results Accelerating clinical path to commercialization in stiff person syndrome, myasthenia gravis and lupus nephritis Aligned with the U.S. Food and Drug Administration (FDA) on a registrational Phase 2 trial design for ongoing KYSA-8 trial in stiff person syndrome; 70% of study enr

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Kyverna Therapeutics, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Kyverna Therapeutics, Inc.

As filed with the Securities and Exchange Commission on March 27, 2025

As filed with the Securities and Exchange Commission on March 27, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41947 Kyverna Therape

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commissi

Kyverna Therapeutics, Inc. Non-Employee Director Compensation Program.

Exhibit 10.16 KYVERNA THERAPEUTICS, INC. Restated NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Effective March 25, 2025 This Kyverna Therapeutics, Inc. (the “Company”) Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2024 Equity Incentive Plan (as may be amended or restated from time to time, the “Plan”) and shall amend and restate the Company

Kyverna Therapeutics, Inc. Insider Trading Policy

Exhibit 19.1 Kyverna Therapeutics, Inc. Insider Trading Policy Section 1. All Employees, Officers, Directors and their Family Members and Affiliates Are Subject to this Policy. This Insider Trading Policy (“Policy”) applies to all employees, directors, officers and consultants of Kyverna Therapeutics, Inc., a Delaware corporation (“Kyverna” or the “Company”), their family members and entities over

Employment Offer Letter, dated December 30, 2024, between Kyverna Therapeutics, Inc. and Naji H. Gehchan, M.D.

Exhibit 10.8 December 30, 2024 Naji Gehchan via email Re: Employment Terms Dear Naji: Kyverna Therapeutics, Inc. (the “Company”) is pleased to offer you employment beginning on January 22, 2025 (the “Start Date”). Position Your position will be Chief Medical and Development Officer of the Company with responsibilities, duties, and authority as usual and customary for such positions, reporting to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commissi

As filed with the Securities and Exchange Commission on March 27, 2025

S-8 1 s-8evergreenmar2025.htm S-8 As filed with the Securities and Exchange Commission on March 27, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kyverna Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 83-1365411 (State or other jurisdiction of in

Form of Indenture

Exhibit 4.2 Kyverna Therapeutics, Inc. INDENTURE Dated as of [ ] [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE.............. 1 Section 1.1. Definitions.............................................................................................. 1 Section 1.2. Other Definitions...............................................................................

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commis

Kyverna Therapeutics Appoints Naji Gehchan, MD, MBA, as Chief Medical and Development Officer Dr. Gehchan brings decades of successful late-stage clinical development and commercial experience to role, further enhancing Kyverna’s senior leadership te

Exhibit 99.1 Kyverna Therapeutics Appoints Naji Gehchan, MD, MBA, as Chief Medical and Development Officer Dr. Gehchan brings decades of successful late-stage clinical development and commercial experience to role, further enhancing Kyverna’s senior leadership team to execute Company’s next wave of growth EMERYVILLE, Calif., Jan. 21, 2025 - Kyverna Therapeutics, Inc. (Kyverna, NASDAQ: KYTX), a cli

2 This presentation contains forward - looking statements that are based on management’s beliefs and assumptions and on information currently available to management of Kyverna Therapeutics, Inc. (“Kyverna”, “we”, “our,” or the “Company”). All statem

Exhibit 99.2 Cindy Patient warrior Pioneering CAR T in Autoimmune Diseases January 2025 Exhibit 99.2 2 This presentation contains forward - looking statements that are based on management’s beliefs and assumptions and on information currently available to management of Kyverna Therapeutics, Inc. (“Kyverna”, “we”, “our,” or the “Company”). All statements other than statements of historical facts co

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commis

Kyverna Therapeutics to Highlight Near-Term Strategic Priorities and Key Milestones at the 43rd Annual J.P. Morgan Healthcare Conference Extending Company’s leadership position in autoimmune CAR T with prioritized indication strategy; pivoting to lat

Exhibit 99.1 Kyverna Therapeutics to Highlight Near-Term Strategic Priorities and Key Milestones at the 43rd Annual J.P. Morgan Healthcare Conference Extending Company’s leadership position in autoimmune CAR T with prioritized indication strategy; pivoting to late-stage development and commercialization First-to-market opportunity with KYV-101 in stiff person syndrome; 40% enrolled in pivotal Phas

Letter Agreement, dated November 20, 2024, between Kyverna Therapeutics, Inc. and James Chung, M.D., Ph.D.

Exhibit 10.1 November 8, 2024 In person and Via email Dr. James Chung Dear James: This letter (the “Agreement”) sets forth the terms and conditions of your separation from Kyverna Therapeutics, Inc. (the “Company”) in connection with your termination of employment. 1. SEPARATION. Your last day of work with the Company and your employment termination date is November 22, 2024 (the “Separation Date”

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2024 (November 20, 2024) Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of I

Kyverna Therapeutics, Inc. 2024 Inducement Equity Incentive Plan Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement

Exhibit 10.3 KYVERNA THERAPEUTICS, INC. 2024 INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Kyverna Therapeutics, Inc. 2024 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (this “Award Agreement”), including the Notice of Restricted Stock Unit Grant

Kyverna Therapeutics, Inc. 2024 Inducement Equity Incentive Plan Form of Stock Option Grant Notice and Stock Option Agreement.

Exhibit 10.2 KYVERNA THERAPEUTICS, INC. 2024 INDUCEMENT EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Kyverna Therapeutics, Inc. 2024 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (this “Award Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Kyverna Therapeutics, Inc.

As filed with the Securities and Exchange Commission on November 26, 2024

As filed with the Securities and Exchange Commission on November 26, 2024 Registration No.

Kyverna Therapeutics Provides Business Update and Reports Third Quarter 2024 Financial Results Multiple Key Leadership Appointments, Including Warner Biddle as CEO, Bringing Clinical, Commercial and Strategic Expertise in Cell Therapy Continuing to A

Exhibit 99.1 Kyverna Therapeutics Provides Business Update and Reports Third Quarter 2024 Financial Results Multiple Key Leadership Appointments, Including Warner Biddle as CEO, Bringing Clinical, Commercial and Strategic Expertise in Cell Therapy Continuing to Advance Broad KYSA Clinical Development Program: Presented Clinical Data Highlighting Potential for KYV-101 in SPS, MG and MS at ECTRIMS a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41947 Kyverna Therapeutics, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 (November 08, 2024) Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of I

Power of Attorney – Westlake BioPartners Opportunity Fund I, L.P. and Westlake BioPartners Opportunity GP I, LLC

EX-99.3 4 tm2427940d1ex-3.htm EXHIBIT 3 Exhibit 3 Power of Attorney Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Westlake BioPartners Opportunity GP I, LLC or such other person or entity as is designated in writing by Beth C. Seidenberg (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such

Joint Filing Agreement

EX-99.1 2 tm2427940d1ex-1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge

KYTX / Kyverna Therapeutics, Inc. / Westlake BioPartners Fund I, L.P. - SC 13G Passive Investment

SC 13G 1 tm2427940d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. ) Kyverna Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of S

Power of Attorney – Westlake BioPartners Fund I, L.P. and Westlake BioPartners GP I, LLC

EX-99.2 3 tm2427940d1ex-2.htm EXHIBIT 2 Exhibit 2 Power of Attorney Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Westlake BioPartners GP I, LLC or such other person or entity as is designated in writing by Beth C. Seidenberg (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting P

Kyverna Therapeutics Appoints Mert Aktar to its Board of Directors Enriches Board’s expertise in corporate strategy and business development, with vast experience leading biopharmaceutical companies through rapid growth and creating value across inno

Exhibit 99.1 Kyverna Therapeutics Appoints Mert Aktar to its Board of Directors Enriches Board’s expertise in corporate strategy and business development, with vast experience leading biopharmaceutical companies through rapid growth and creating value across innovative therapeutic platforms, including cell therapy EMERYVILLE, CALIF., Oct. 21, 2024 - Kyverna Therapeutics, Inc. (Kyverna), a patient-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 (October 20, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 (October 20, 2024) Kyverna Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41947 83-1365441 (State or other jurisdiction of inc

KYTX / Kyverna Therapeutics, Inc. / JPMORGAN CHASE & CO - FILING KYVERNA THERAPEUTICS, INC. Passive Investment

SC 13G 1 KyvernaTherapeuticsInc.h.htm FILING KYVERNA THERAPEUTICS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kyverna Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 501976104 (CUSIP Number) September 30, 2024 (Date of Event Which

Separation and General Release Agreement, dated September 13, 2024, between Kyverna Therapeutics, Inc. and Peter Maag, Ph.D

Exhibit 10.2 September 13, 2024 Peter Maag Via email Dear Peter: This letter (the “Agreement”) sets forth the terms and conditions of your separation from Kyverna Therapeutics, Inc. (the “Company”) in connection with your resignation of employment. In order to facilitate a smooth transition of your duties, this Agreement also sets forth the terms of your service as a contractor of the Company for

Kyverna Therapeutics, Inc. 2024 Inducement Equity Incentive Plan.

Exhibit 10.3 KYVERNA THERAPEUTICS, INC. 2024 INDUCEMENT EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility by providing an inducement material to individuals entering into employment with the Company or any Parent or Subsidiary of the Company. The Plan permits the grant of Nonsta

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2024 (September 13, 2024) Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of

Kyverna Therapeutics Announces Leadership Update – Warner Biddle Appointed as Chief Executive Officer and to Board of Directors, Bringing Over 30 Years of Commercial, Product Planning and Franchise Leadership Experience, Including Successful Launches

Exhibit 99.1 Kyverna Therapeutics Announces Leadership Update – Warner Biddle Appointed as Chief Executive Officer and to Board of Directors, Bringing Over 30 Years of Commercial, Product Planning and Franchise Leadership Experience, Including Successful Launches for CAR T Pioneer in Hematology – Christi Shaw, Life Sciences Leader at Multiple Major Pharmaceutical and Biotech Companies and Across T

Employment Offer Letter, dated September 14, 2024, between Kyverna Theraeutics, Inc. and Warner Biddle (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2024)

Exhibit 10.1 September 14, 2024 Warner Biddle via email Re: Employment Terms Dear Warner: Kyverna Therapeutics, Inc. (the “Company”) is pleased to offer you employment beginning on September 16, 2024 (the “Start Date”). Position Your position will be Chief Executive Officer of the Company with responsibilities, duties, and authority as usual and customary for such positions. You will report to the

Kyverna Therapeutics Provides Business Update and Reports Second Quarter 2024 Financial Results

Exhibit 99.1 Kyverna Therapeutics Provides Business Update and Reports Second Quarter 2024 Financial Results • Actively recruiting clinical trials in neurology and rheumatology with KYV-101 • No severe ICANS or CRS reported in first 36 autoimmune disease patients treated with KYV-101 • Received FDA RMAT Designation for KYV-101 for treatment of patients with Stiff-Person Syndrome • Received FDA RMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41947 Kyverna Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commissio

Kyverna’s KYV-101 Receives U.S. FDA RMAT Designation for KYV-101 in the Treatment of Patients With Refractory Stiff-Person Syndrome The application was evaluated based on the positive clinical outcomes of KYV-101 in patients treated in Germany under

Exhibit 99.1 Kyverna’s KYV-101 Receives U.S. FDA RMAT Designation for KYV-101 in the Treatment of Patients With Refractory Stiff-Person Syndrome The application was evaluated based on the positive clinical outcomes of KYV-101 in patients treated in Germany under a named-patient treatment option The Regenerative Medicine Advanced Therapies designation will allow Kyverna to receive expert guidance o

Time Session Title Presenter 8:15-8:20 Welcome and Introduction Peter Maag, PhD Kyverna Therapeutics 8:20-8:35 Long-Term Clinical Experience and Mechanistic Insights Gerhard Krönke, MD Charité – University Medicine Berlin 8:35-8:50 Experience in Adva

Lupus warrior Anti-CD19 CAR T-Cell Therapy in Rheumatologic Autoimmune Diseases and Beyond Welcome and Introductions Peter Maag, PhD Chief Executive Officer, Kyverna Therapeutics June 14, 2024 Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commissio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Kyverna Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41947 Kyverna Therapeutics, Inc.

Kyverna Therapeutics Provides Business Update and Reports First Quarter 2024 Financial Results

Exhibit 99.1 Kyverna Therapeutics Provides Business Update and Reports First Quarter 2024 Financial Results • Advanced clinical development in two broad areas of autoimmune disease: rheumatology and neurology • Treated 30 patients cumulatively as of May 14, 2024, including eight patients with myasthenia gravis, seven patients with lupus nephritis, and four patients with multiple sclerosis • Strong

Exhibit 1

EX-1 2 ex1.htm JOINT FILING AGREEMENT Kyverna Therapeutics, Inc. SC 13D Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreeme

KYTX / Kyverna Therapeutics, Inc. / Vida Ventures, LLC - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Kyverna Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 501976104 (CUSIP Number) Jean-Philip

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 j FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41947 Kyverna Thera

Exhibit 4.2

Exhibit 4.2 Description of Securities of Kyverna Therapeutics, Inc. The following is a summary of the material terms of the capital stock of Kyverna Therapeutics, Inc. , or we, us, our, or the Company, as well as other material terms of our amended and restated certificate of incorporation and amended and restated bylaws and certain provisions of Delaware law. This summary does not purport to be c

Kyverna Therapeutics, Inc. Clawback Policy.

Exhibit 97 Kyverna Therapeutics, Inc. Clawback Policy Adopted January 24, 2024 The Board of Directors (the “Board”) of Kyverna Therapeutics, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as d

Kyverna Therapeutics Provides Business Update and Reports Full Year 2023 Financial Results

Exhibit 99.1 Kyverna Therapeutics Provides Business Update and Reports Full Year 2023 Financial Results • Advanced clinical development in two broad areas of autoimmune disease: rheumatology and neurology • Strong balance sheet, bolstered by recent public offering, expected to fund operations into 2026 EMERYVILLE, Calif., March 26, 2024 – Kyverna Therapeutics, Inc. (Nasdaq: KYTX), a patient-center

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 KYVERNA THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41947 83-1365441 (State or Other Jurisdiction of Incorporation) (Commissi

KYTX / Kyverna Therapeutics, Inc. / Northpond Ventures III, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kyverna Therapeutics, Inc. (Name of Issuer) Common stock, $0.00001 par value per share (Title of Class of Securities) 501976104 (CUSIP Number) February 12, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

KYTX / Kyverna Therapeutics, Inc. / GILEAD SCIENCES INC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* Kyverna Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 501976104 (CUSIP Number) February 12, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

KYTX / Kyverna Therapeutics, Inc. / Bain Capital Life Sciences Opportunities III, LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.

Amended and Restated Certificate of Incorporation of Kyverna Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2024)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KYVERNA THERAPEUTICS, INC. Kyverna Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Kyverna Therapeutics, Inc. The Corporation was incorporated under the name BAIT Ther

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 KYVERNA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41947 83-1365441 (State or other jurisdiction of incorporation) (Commi

Amended and Restated Bylaws of Kyverna Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2024)

Exhibit 3.2 Amended and Restated Bylaws of Kyverna Therapeutics, Inc. (a Delaware corporation) TABLE OF CONTENTS Page Article I — Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II — Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 1 2.5 Notice of Nominations for Election to t

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Kyverna Therapeutics, Inc.

Kyverna Therapeutics, Inc. 2024 Employee Stock Purchase Plan.

Exhibit 10.5 KYVERNA THERAPEUTICS, INC. 2024 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 24, 2024 APPROVED BY THE STOCKHOLDERS: JANUARY 30, 2024 IPO DATE: FEBRUARY 7, 2024 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan

As filed with the Securities and Exchange Commission on February 8, 2024

As filed with the Securities and Exchange Commission on February 8, 2024 Registration No.

14,500,000 Shares Kyverna Therapeutics, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-276523 Prospectus 14,500,000 Shares Kyverna Therapeutics, Inc. Common Stock This is an initial public offering of shares of common stock of Kyverna Therapeutics, Inc. We are offering 14,500,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering

Kyverna Therapeutics, Inc. 2024 Equity Incentive Plan.

Exhibit 10.2 KYVERNA THERAPEUTICS, INC. 2024 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 24, 2024 APPROVED BY THE STOCKHOLDERS: JANUARY 30, 2024 IPO DATE: FEBRUARY 7, 2024 1. GENERAL. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum effor

As filed with the Securities and Exchange Commission on February 6, 2024.

S-1/A Table of Contents As filed with the Securities and Exchange Commission on February 6, 2024.

Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Kyverna Therapeutics, Inc.

Kyverna Therapeutics, Inc. 2024 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement.

Exhibit 10.4 KYVERNA THERAPEUTICS, INC. RSU AWARD GRANT NOTICE (2024 EQUITY INCENTIVE PLAN) Kyverna Therapeutics, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the C

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Leerink Partners LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 February 5, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 KYVERNA THERAPEUTICS, INC.

Kyverna Therapeutics, Inc. 5980 Horton St., STE 550 Emeryville, CA 94608

Kyverna Therapeutics, Inc. 5980 Horton St., STE 550 Emeryville, CA 94608 February 5, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-0406 Attn: Jenn Do Vanessa Robertson Daniel Crawford Tim Buchmiller Re: Kyverna Therapeutics, Inc. Registration Statement on Form S-1, as amended (File N

Kyverna Therapeutics, Inc. 2024 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement.

Exhibit 10.4 KYVERNA THERAPEUTICS, INC. RESTRICTED STOCK AWARD GRANT NOTICE (2024 EQUITY INCENTIVE PLAN) Kyverna Therapeutics, Inc. (the “Company”) has awarded to you (the “Participant”) the number of shares of Common Stock on the terms set forth below in consideration of your services (the “Restricted Stock”). The grant of the Restricted Stock (the “Restricted Stock Award”) is subject to all of t

Kyverna Therapeutics, Inc. 2024 Employee Stock Purchase Plan.

Exhibit 10.5 KYVERNA THERAPEUTICS, INC. 2024 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 24, 2024 APPROVED BY THE STOCKHOLDERS: JANUARY 30, 2024 IPO DATE: [●], 2024 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits

Kyverna Therapeutics, Inc. Non-Employee Director Compensation Program.

Exhibit 10.16 KYVERNA THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Kyverna Therapeutics, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2024 Equity Incentive Plan (as may be amended or restated from time to time, the “Plan”) and shall be effective upon the closing of the Company’s initial public offering o

Form of Indemnification Agreement.

Exhibit 10.6 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This INDEMNIFICATION AND ADVANCEMENT AGREEMENT (this “Agreement”) is made as of [   ], 20[ ] by and between Kyverna Therapeutics, Inc., a Delaware corporation (the “Company”), and [       ], [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agr

Amended and Restated Certificate of Incorporation, as amended, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KYVERNA THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Kyverna Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. T

Amended and Restated Bylaws, to be effective immediately prior to the closing of this offering.

Exhibit 3.4 Amended and Restated Bylaws of Kyverna Therapeutics, Inc. (a Delaware corporation) TABLE OF CONTENTS Page Article I — Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II — Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 1 2.5 Notice of Nominations for Election to t

Exhibit 4

Exhibit 10.2 KYVERNA THERAPEUTICS, INC. 2024 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 24, 2024 APPROVED BY THE STOCKHOLDERS: JANUARY 30, 2024 IPO DATE: [●], 2024 1. GENERAL. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for

Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Kyverna Therapeutics, Inc.

Kyverna Therapeutics, Inc. 2024 Equity Incentive Plan Form of Stock Option Agreement.

Exhibit 10.3 KYVERNA THERAPEUTICS, INC. STOCK OPTION GRANT NOTICE (2024 EQUITY INCENTIVE PLAN) Kyverna Therapeutics, Inc. (the “Company”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein

Amended and Restated Certificate of Incorporation, to be effective immediately prior to the closing of this offering.

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KYVERNA THERAPEUTICS, INC. Kyverna Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Kyverna Therapeutics, Inc. The Corporation was incorporated under the name BAIT Ther

As filed with the Securities and Exchange Commission on February 1, 2024.

Table of Contents As filed with the Securities and Exchange Commission on February 1, 2024.

Exhibit 3

Exhibit 1.1 KYVERNA THERAPEUTICS, INC. [    ] Shares of Common Stock Underwriting Agreement [    ], 2024 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Leerink Partners LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o

*  *  *

Submitted pursuant to a Request for Confidential Treatment Pursuant to 17 C.F.R. 200.83 January 25, 2024 FOIA CONFIDENTIAL TREATMENT REQUEST The entity requesting confidential treatment is Kyverna Therapeutics, Inc. 5980 Horton St., STE 550 Emeryville, CA 94608 Telephone: (510) 925-2492 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS B

Office/Laboratory Lease, dated July 21, 2020, between Kyverna Therapeutics, Inc. and Emery Station Office II, LLC.

Exhibit 10.11 OFFICE/LABORATORY LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) AND KYVERNA THERAPEUTICS, INC. (TENANT) 5980 Horton Street Emeryville, California TABLE OF CONTENTS Page ARTICLE 1 BASIC LEASE PROVISIONS 1 1.1 BASIC LEASE PROVISIONS 1 1.2 ENUMERATION OF EXHIBITS AND RIDER(S) 4 1.3 DEFINITIONS 4 ARTICLE 2 PREMISES, TERM, FAILURE TO GIVE POSSESSION, AND PARKING 10 2.1 LEASE OF PR

Kyverna Therapeutics, Inc. Amended and Restated 2019 Stock Plan, as amended, and forms of agreement thereunder.

Exhibit 10.1 KYVERNA THERAPEUTICS, INC. AMENDED AND RESTATED 2019 STOCK PLAN ADOPTED BY THE BOARD AND STOCKHOLDERS ON JULY 15, 2019 AMENDED BY THE BOARD AND STOCKHOLDERS ON JANUARY 8, 2020 AMENDED AND RESTATED BY THE BOARD ON NOVEMBER 6, 2021 (AMENDMENT AND RESTATEMENT APPROVED BY THE STOCKHOLDERS ON NOVEMBER 6, 2021) AMENDED BY THE BOARD AND STOCKHOLDERS ON NOVEMBER 2, 2022 AMENDED BY THE BOARD A

Amended and Restated Certificate of Incorporation, as amended, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KYVERNA THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Kyverna Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. T

2

January 16, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

As filed with the Securities and Exchange Commission on January 16, 2024.

S-1 Table of Contents As filed with the Securities and Exchange Commission on January 16, 2024.

Employment Offer Letter, dated March 23, 2021, between Kyverna Therapeutics, Inc. and James Chung, M.D., Ph.D.

Exhibit 10.8 March 23, 2021 James Chung Email Address: [...***...] Re: Employment Terms Dear James, Kyverna Therapeutics (the “Company”) is pleased to offer you employment beginning on April 12th, 2021 (the “Start Date”). Position Your position will be Senior Vice President, Chief Medical Officer. You will be responsible for performing such duties as are assigned to you from time to time, reportin

Amended and Restated Bylaws, as amended, as currently in effect.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF KYVERNA THERAPEUTICS, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I. OFFICES 2 1.1 Registered Office 2 1.2 Offices 2 ARTICLE II. MEETINGS OF STOCKHOLDERS 2 2.1 Location 2 2.2 Timing 2 2.3 Notice of Meeting 2 2.4 Stockholders’ Records 2 2.5 Special Meetings 3 2.6 Notice of Meeting 3 2.7 Business Transacted at Special Meeting 3 2.8 Quorum;

First Amendment to Office/Laboratory Lease, dated November 29, 2021, between Kyverna Therapeutics, Inc. and Emery Station Office II, LLC

Exhibit 10.12 FIRST AMENDMENT (5980 Horton Street, Emeryville, California) This First Amendment (this “Amendment”), dated as of November 29, 2021, is entered into by and between EMERY STATION OFFICE II, LLC, a California limited liability company (“Landlord”), and KYVERNA THERAPEUTICS, INC., a Delaware corporation (“Tenant”). Recitals A. Landlord and Tenant entered into that certain Office/Laborat

Employment Offer Letter, dated October 4, 2022, between Kyverna Therapeutics, Inc. and Peter Maag, Ph.D.

Exhibit 10.7 October 4, 2022 Peter Maag [...***...] Re: Employment Terms Dear Peter: Kyverna Therapeutics (the “Company”) is pleased to offer you employment beginning on October 13, 2022 (the “Start Date”). Position Your position will be Chief Executive Officer with responsibilities, duties, and authority as usual and customary for such position. You will report to the Company’s Board of Directors

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276523) filed with the SEC on January 16, 2024)

Exhibit 4.1 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PO PAR VALUE $0.00001 MR ADD ADD ADD ADD 432 1 A Box DESIGNATION SAMPLE 43004, Certificate Shares (IF Number * * 000000 ****************** * * * 000000 ***************** ANY) ZQ00000000 **** 000000 **************** Providence ***** 000000 *************** RI KYVERNA THERAPEUTICS, INC. ****** 000000 *********

Patent License Agreement (License Number L-158-2021-0), dated May 20, 2021, between Kyverna Therapeutics, Inc. and the National Institutes of Health.

Exhibit 10.14 ***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) of the type that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[…***…]”) in this exhibit.*** PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Ag

Patent License Agreement (License Number L-159-2021-0), dated May 27, 2021, between Kyverna Therapeutics, Inc. and the National Institutes of Health.

Exhibit 10.15 ***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) of the type that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[…***…]”) in this exhibit.*** PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Ag

Amended and Restated Investors’ Rights Agreement, dated November 9, 2021.

Exhibit 10.10 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 9, 2021, by and among Kyverna Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.” RECITALS: A. Certain of the In

License and Collaboration Agreement, dated December 29, 2021, between Kyverna Therapeutics, Inc. and Intellia Therapeutics, Inc.

Exhibit 10.13 EXECUTION VERSION CONFIDENTIAL ***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) of the type that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[…***…]”) in this exhibit.*** LICENSE AND COLLABORATION AGREEMENT By and Between KYVERNA THERAPEUTICS, INC. and INTELLIA T

Employment Offer Letter, dated July 9, 2021, between Kyverna Therapeutics, Inc. and Karen Walker.

Exhibit 10.9 July 9, 2021 Karen Walker Email Address: [...***...] Re: Employment Terms Dear Karen: Kyverna Therapeutics (the “Company”) is pleased to offer you employment beginning on September 13, 2021 (the “Start Date”). Position Your position will be Senior Vice President, Chief Technology Officer. You will be responsible for performing such duties as are assigned to you from time to time, repo

Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Kyverna Therapeutics, Inc.

Confidential Draft Submission No. 4 submitted to the Securities and Exchange Commission on January 5, 2024. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein r

Table of Contents Confidential Draft Submission No. 4 submitted to the Securities and Exchange Commission on January 5, 2024. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1

2

January 5, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

2

Exhibit 10.9 May 16, 2022 Dominic Borie, M.D., Ph.D. Via Email/DocuSign Re: Amendment to Employment Terms Dear Dominic: On December 9, 2019, you executed an offer letter from Kyverna Therapeutics, Inc. (the “Company”) dated December 8, 2019 (the “Original Offer Letter”). You also entered into an Employee Inventions and Proprietary Information Agreement (the “Proprietary Information Agreement”), da

OFFICE/LABORATORY LEASE EMERY STATION OFFICE II, LLC (LANDLORD) KYVERNA THERAPEUTICS, INC. (TENANT) 5980 Horton Street Emeryville, California

Exhibit 10.13 OFFICE/LABORATORY LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) AND KYVERNA THERAPEUTICS, INC. (TENANT) 5980 Horton Street Emeryville, California TABLE OF CONTENTS Page ARTICLE 1 BASIC LEASE PROVISIONS 1 1.1 BASIC LEASE PROVISIONS 1 1.2 ENUMERATION OF EXHIBITS AND RIDER(S) 4 1.3 DEFINITIONS 4 ARTICLE 2 PREMISES, TERM, FAILURE TO GIVE POSSESSION, AND PARKING 10 2.1 LEASE OF PR

Confidential Draft Submission No. 3 submitted to the Securities and Exchange Commission on December 13, 2023. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein

Table of Contents Confidential Draft Submission No. 3 submitted to the Securities and Exchange Commission on December 13, 2023. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S

AMENDED AND RESTATED BYLAWS OF KYVERNA THERAPEUTICS, INC. (A DELAWARE CORPORATION)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF KYVERNA THERAPEUTICS, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I. OFFICES 2 1.1 Registered Office 2 1.2 Offices 2 ARTICLE II. MEETINGS OF STOCKHOLDERS 2 2.1 Location 2 2.2 Timing 2 2.3 Notice of Meeting 2 2.4 Stockholders’ Records 2 2.5 Special Meetings 3 2.6 Notice of Meeting 3 2.7 Business Transacted at Special Meeting 3 2.8 Quorum;

FIRST AMENDMENT (5980 Horton Street, Emeryville, California)

Exhibit 10.14 FIRST AMENDMENT (5980 Horton Street, Emeryville, California) This First Amendment (this “Amendment”), dated as of November 29, 2021, is entered into by and between EMERY STATION OFFICE II, LLC, a California limited liability company (“Landlord”), and KYVERNA THERAPEUTICS, INC., a Delaware corporation (“Tenant”). Recitals A. Landlord and Tenant entered into that certain Office/Laborat

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION KYVERNA THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KYVERNA THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Kyverna Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. T

2

December 13, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

(ii) of the type that the Registrant treats as private or confidential. Such omitted information is indicated by PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopte

Exhibit 10.17 ***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) of the type that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[…***…]”) in this exhibit.*** PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Ag

* * *

Exhibit 10.10 March 23, 2021 James Chung Email Address: [...***...] Re: Employment Terms Dear James, Kyverna Therapeutics (the “Company”) is pleased to offer you employment beginning on April 12th, 2021 (the “Start Date”). Position Your position will be Senior Vice President, Chief Medical Officer. You will be responsible for performing such duties as are assigned to you from time to time, reporti

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 10.12 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 9, 2021, by and among Kyverna Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.” RECITALS: A. Certain of the In

not material and (ii) of the type that the Registrant treats as private or confidential. Such LICENSE AND COLLABORATION AGREEMENT By and Between KYVERNA THERAPEUTICS, INC. INTELLIA THERAPEUTICS, INC. December 29, 2021

Exhibit 10.15 EXECUTION VERSION CONFIDENTIAL ***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) of the type that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[…***…]”) in this exhibit.*** LICENSE AND COLLABORATION AGREEMENT By and Between KYVERNA THERAPEUTICS, INC. and INTELLIA T

(ii) of the type that the Registrant treats as private or confidential. Such omitted information is indicated by PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopte

Exhibit 10.16 ***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) of the type that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[…***…]”) in this exhibit.*** PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Ag

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Exhibit 10.11 July 9, 2021 Karen Walker Email Address: [...***...] Re: Employment Terms Dear Karen: Kyverna Therapeutics (the “Company”) is pleased to offer you employment beginning on September 13, 2021 (the “Start Date”). Position Your position will be Senior Vice President, Chief Technology Officer. You will be responsible for performing such duties as are assigned to you from time to time, rep

KYVERNA THERAPEUTICS, INC. December 8, 2019

Exhibit 10.8 KYVERNA THERAPEUTICS, INC. December 8, 2019 Dominic Borie, M.D., Ph.D. Dear Dominic: Kyverna Therapeutics, Inc. (the “Company”) is pleased to offer you employment on the following terms: 1. Position. Your title will be Chief Executive Officer, and you will report to the Company’s Board of Directors (the “Board”). This is a full-time position. While you render services to the Company,

KYVERNA THERAPEUTICS, INC. AMENDED AND RESTATED 2019 STOCK PLAN ADOPTED BY THE BOARD AND STOCKHOLDERS ON JULY 15, 2019 AMENDED BY THE BOARD AND STOCKHOLDERS ON JANUARY 8, 2020 AMENDED AND RESTATED BY THE BOARD ON NOVEMBER 6, 2021 (AMENDMENT AND RESTA

Exhibit 10.1 KYVERNA THERAPEUTICS, INC. AMENDED AND RESTATED 2019 STOCK PLAN ADOPTED BY THE BOARD AND STOCKHOLDERS ON JULY 15, 2019 AMENDED BY THE BOARD AND STOCKHOLDERS ON JANUARY 8, 2020 AMENDED AND RESTATED BY THE BOARD ON NOVEMBER 6, 2021 (AMENDMENT AND RESTATEMENT APPROVED BY THE STOCKHOLDERS ON NOVEMBER 6, 2021) AMENDED BY THE BOARD AND STOCKHOLDERS ON NOVEMBER 2, 2022 AMENDED BY THE BOARD A

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Exhibit 10.7 October 4, 2022 Peter Maag [...***...] Re: Employment Terms Dear Peter: Kyverna Therapeutics (the “Company”) is pleased to offer you employment beginning on October 13, 2022 (the “Start Date”). Position Your position will be Chief Executive Officer with responsibilities, duties, and authority as usual and customary for such position. You will report to the Company’s Board of Directors

Confidential Draft Submission No. 2 submitted to the Securities and Exchange Commission on November 9, 2023. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein

Table of Contents Confidential Draft Submission No. 2 submitted to the Securities and Exchange Commission on November 9, 2023. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-

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November 9, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

As confidentially submitted to the Securities and Exchange Commission on October 4, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

Table of Contents As confidentially submitted to the Securities and Exchange Commission on October 4, 2023.