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~~July 278, 2026

Kyverna Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41947	83-1365441
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5980 Horton St., Suite 200
Emeryville, California		94608
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (510) 925-2492

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	KYTX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0701 SubmissionEntry ofinto Matters to a VoteMaterial ofDefinitive Security HoldersAgreement.

OnAs ~~May~~previously 27disclosed, ~~2026~~on October 31, 2025, Kyverna Therapeutics, Inc. (the “Company”) ~~held~~entered ~~its~~into ~~2026~~that ~~Annual~~certain ~~Meeting~~Loan ofand ~~Stockholders~~Security Agreement (the “~~Annual~~Loan ~~Meeting~~and Security Agreement”) with Oxford Finance LLC, as collateral agent (the “Collateral Agent”), and certain lenders from time to time party thereto (the “Lenders”). OfThe Loan and Security Agreement provides a non-dilutive term loan facility (the 60“Loan Facility”) of up to an aggregate principal amount of $150.0 million in multiple tranches,~~530~~ subject to certain conditions,~~293~~ ~~shares~~including (i) up to $40.0 million of ~~the~~Term ~~Company’s~~A ~~common~~Loans ~~stock~~available ~~outstanding~~during asan initial draw period of ~~March~~up to June 30, 2026, ~~the~~(ii) ~~record~~a ~~date~~single ~~for~~Term ~~the~~B ~~Annual~~Loan ~~Meeting~~of $5.0 million to $20.0 million available upon achievement of specified clinical milestones to be drawn by June 30, 432026,~~987,007~~ ~~shares~~and ~~were~~(iii) ~~represented~~up atto ~~the~~$40.0 ~~Annual~~million ~~Meeting~~of ~~virtually~~Term orC Loans available upon achievement of specified revenue and clinical milestones to be drawn by ~~proxy~~December 31, ~~constituting~~2027. ~~approximately~~The ~~73%~~Loan ofFacility also provides that the ~~outstanding~~Company ~~shares~~will ~~entitled~~be subject to ~~vote~~minimum revenue covenants beginning with the quarter ending June 30, 2027, subject to certain cash and ~~constituting~~market acapitalization ~~quorum~~exceptions. ~~for~~On November 3, 2025, the ~~transaction~~Company drew $25.0 million from funds available from the first tranche of ~~business~~Term A Loans.

AtOn ~~the~~July ~~Annual~~8, ~~Meeting~~2026 and effective as of June 30, 2026, the Company’s, ~~stockholders~~the ~~considered~~Collateral ~~two~~Agent, ~~proposals~~and the Lenders entered into an amendment to the Loan and Security Agreement (the “Amendment”), ~~each~~pursuant ofto which isthe ~~described~~parties inagreed, ~~more~~among ~~detail~~other things, to extend the availability of the remaining $15.0 million of Term A Loans through December 31, 2026, in exchange for the Company’s ~~definitive~~paying ~~proxy~~an ~~statement~~upfront ~~filed~~cash ~~with~~fee of $187,500. In addition, if the ~~Securities~~Company ~~and~~does ~~Exchange~~not ~~Commission~~draw onthe ~~April~~full 13remaining $15.0 million of Term A Loans by December 31, 2026, the Company will pay the Lenders a non-utilization fee equal to 1.0% of the aggregate undrawn amount of the Term A Loans.

~~Set~~The ~~forth~~Amendment ~~below~~also isprovides athat, ~~brief~~contingent ~~description~~upon the Company drawing the full remaining $15.0 million of ~~each~~Term ~~proposal~~A ~~voted~~Loans, ~~upon~~the atfollowing additional modifications to the ~~Annual~~Loan ~~Meeting~~Facility will become effective: (i) the availability of the single Term B Loan of $5.0 million to $20.0 million shall be extended through the earlier of September 30, 2027 and the ~~voting~~90th ~~results~~day following the date of achievement of a clinical milestone; (ii) the Company shall pay the Lenders a non-utilization fee of 1.0% of the aggregate undrawn amount of the Term B Loan if it does not draw on the Term B Loan by the end of the draw period for the Term B Loan; (iii) the Term C Loans shall be available in two tranches of $20.0 million, with ~~respect~~the first tranche being available subject to ~~each~~achievement ~~proposal~~of a revenue milestone through the earlier of March 31, 2028 and the 90th day following the date of the achievement of such revenue milestone and the second tranche being available subject to achievement of a clinical milestone through the earlier of March 31, 2028 and the 90th day following the date of achievement of such clinical milestone; and (iv) the Company shall become subject to minimum revenue covenants beginning with the quarter ending June 30, 2027, September 30, 2027, or December 31, 2027, depending upon the aggregate amount of gross cash proceeds the Company receives from other capital sources during certain periods. If the Company does not draw the full remaining $15.0 million of Term A Loans, then the additional modifications described in the previous sentence will not be effective and the original terms of the Loan Facility shall continue to apply.

~~Proposal~~The ~~No.~~foregoing 1.description Toof ~~elect~~the ~~two~~Amendment ~~Class~~does IInot ~~directors~~purport to ~~hold~~be ~~office~~complete ~~until~~and is qualified in its entirety by reference to the full text of the Amendment, which will be filed either via an amendment to this Current Report on Form 8-K or with the Company’s ~~2029~~Quarterly ~~annual~~Report ~~meeting~~on ofForm ~~stockholders~~10-Q orfor ~~until~~the ~~their~~fiscal ~~successors~~quarter ~~are~~ended ~~elected~~June 30, 2026, and ~~qualified:~~which is incorporated herein by reference.

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Ian Clark	31,505,902	3,255,231	9,225,874
Christi Shaw	34,528,865	232,268	9,225,874

Item 9.01 Financial Statements and Exhibits.

Asd) a result, the Company’s stockholders voted to elect Ian Clark and Christi Shaw as Class II directors to serve until the Company’s 2029 annual meeting of stockholders or until his or her respective successor is duly elected and qualified.Exhibits

Proposal No. 2. To ratify the appointment by the Audit Committee of the Company’s Board of Directors of BDO USA, P.C., as the independent registered public accounting firm and independent auditor of the Company for the year ending December 31, 2026:

     Exhibit
Number

     Description

     104

     Cover Page Interactive Data File (embedded within the Inline XBRL document)

Votes For		Votes Against		Abstentions
43,830,300		80,223		76,484

SIGNATURES

AsPursuant ato ~~result,~~ the ~~Company’s~~requirements ~~stockholders~~of ~~voted~~the toSecurities ~~ratify~~Exchange ~~the~~Act ~~appointment~~ of ~~BDO USA~~1934, ~~P.C., as~~ the ~~independent~~registrant ~~registered~~has ~~public~~duly ~~accounting~~caused ~~firm~~this ~~and~~report ~~independent~~to ~~auditor~~be ofsigned ~~the~~on ~~Company~~its ~~for~~behalf by the ~~year~~undersigned ~~ending~~hereunto ~~December~~duly ~~31, 2026~~authorized.

Item 9.01 Financial Statements and Exhibits.(d) Exhibits.


			KYVERNA THERAPEUTICS, INC.

Date:	July 9, 2026	By:	/s/ Gregory Martini
			Gregory Martini Chief Financial Officer

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			KYVERNA THERAPEUTICS, INC.
Date:	June 2, 2026	By:	/s/ Gregory Martini
			Gregory MartiniChief Financial Officer

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