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 earliest event reported): June 420, 2025

Kronos Bio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39592

82-1895605

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

301 Binney Street, 2nd Floor East Cambridge, MA		~~02142~~80163-0068
(Address of principal executive offices)		(Zip Code)

(650) 597-5002

(Registrant’s telephone number, including area code)

Not Applicable

(Former address)

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))

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 $0.001		KRON		The Nasdaq Global Select Market

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 12.0201 ~~Termination~~Completion of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

OnAs ~~June~~previously 4,disclosed ~~2025,~~by Kronos Bio, Inc. (the “Company”~~) entered~~ ~~into~~or ~~a Lease Termination Agreement (the~~ “~~Termination Agreement~~Kronos”) ~~with~~in ~~BMR-Rogers~~the ~~Street~~Company’s ~~LLC, a~~Current ~~Delaware~~Report ~~limited~~on ~~liability~~Form ~~company~~8-K ~~(the~~filed ~~“Landlord”),~~with ~~pursuant to which~~ the ~~Company~~ Securities and ~~the~~Exchange ~~Landlord~~Commission ~~agreed to terminate that certain Office Lease, dated February 28, 2020, as amended~~ (the “~~Original Lease~~SEC”), ~~related~~on ~~to the~~May ~~Company’s office and laboratory space located at 301 Binney Street~~1, ~~Cambridge~~2025, ~~Massachusetts.~~the ~~Prior~~Company ~~to the~~entered ~~Termination~~into an Agreement, ~~the~~and ~~term~~Plan of ~~the Original Lease was set to expire on February 28~~Merger, ~~2031. Pursuant to~~dated ~~the Termination Agreement, the Original Lease will be terminated effective~~ as of ~~11:59~~May ~~p.m. Eastern time on June 30~~1, 2025 (the “~~Early~~Merger ~~Termination Date~~Agreement”). Aswith ~~consideration~~Concentra ~~for~~Biosciences, ~~the Termination Agreement~~LLC, ~~the Company~~a ~~agreed~~Delaware tolimited ~~pay~~liability ~~Landlord~~company ~~approximately $22.5 million within three business days of the execution of the Termination Agreement~~(“Concentra”), and ~~the~~Concentra ~~Landlord~~Merger ~~agreed~~Sub toIV, ~~cancel and return to the Company the approximately $2~~Inc.0, ~~million held as~~ a ~~security~~Delaware ~~deposit~~corporation ~~within~~and ~~60 days following the Early Termination Date. As~~ a ~~result~~wholly ofowned ~~the~~subsidiary ~~termination~~ of ~~the~~Concentra ~~Original~~(“Merger ~~Lease, and related costs the Company no longer expects to incur in connection with the Original Lease, the Company estimates approximately $18~~Sub”).~~2 million in aggregate additional cost savings.~~

~~Item~~Pursuant ~~2.03~~to ~~Creation~~the ofMerger Agreement, and upon the terms and subject to the conditions thereof, on June 20, 2025, Merger Sub completed a ~~Direct~~tender ~~Financial~~offer ~~Obligation~~to orpurchase anall ~~Obligation~~of ~~under~~the anCompany’s outstanding ~~Off~~shares of common stock, par value $0.001 per share (the “Shares”), in exchange for (i) $0.57 in cash per Share (the “Cash Amount”); plus (ii) one non-~~Balance~~transferable contractual ~~Sheet~~contingent ~~Arrangement~~value right per Share (each, a “CVR,” and each CVR together with the Cash Amount, the “Offer Price”), which CVR represents the right to receive potential payments pursuant to the terms and subject to the conditions of the contingent value rights agreement (the “CVR Agreement”), dated June 20, 2025, by and among Concentra, Merger Sub, Broadridge Corporate Issuer Solutions, LLC, a ~~Registrant~~Pennsylvania limited liability company, and Fortis Advisors LLC, a Delaware limited liability company, all subject to and in accordance with the terms and conditions set forth in the Offer to Purchase, dated May 15, 2025 (as amended and supplemented on June 5, 2025, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal,” which, together with the Offer to Purchase, as each may have been amended or supplemented, constituted the “Offer”).

The ~~information~~Offer ~~included~~expired inone ~~Item~~minute 1after 11:59 p.02m. ~~included~~Eastern inTime ~~this~~on ~~Current~~Wednesday, ~~Report~~June 18, 2025. According to Broadridge Corporate Issuer Solutions, isLLC, ~~hereby~~the ~~incorporated~~depositary ~~into~~for ~~this~~the ~~Item~~Offer, 2a total of 44,503,838 Shares were validly tendered, and not validly withdrawn, representing approximately 72.0390% byof ~~reference~~the outstanding Shares. The number of Shares tendered satisfied the Minimum Tender Condition (as defined in the Merger Agreement). All other conditions to the Offer were satisfied and Merger Sub accepted for payment all Shares validly tendered (and not validly withdrawn) prior to the expiration of the Offer.

~~Important~~Following ~~Additional~~the ~~Information~~consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and ~~Where~~on June 20, 2025 (the “Closing Date”), Merger Sub merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub ceased and the Company continued as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned subsidiary of Parent. The Merger was completed pursuant to ~~Find~~Section It251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), with no stockholder vote required. At the effective time of the Merger (the “Effective Time”), each outstanding Share, other than any Shares held in the treasury of the Company, owned by Parent, Merger Sub or any other subsidiary of Parent, or by any stockholders of the Company who are entitled to and who properly exercise appraisal rights under Delaware law, was converted into the right to receive the Offer Price without interest, less any applicable withholding taxes.

The Offer described in this Current Report on Form 8-K has commenced, and this Current Report on Form 8-K is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of the Company or any other securities. A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, was filed with the U.S. Securities and Exchange Commission (the “SEC”) by Concentra Merger Sub IV, Inc. on May 15, 2025, and a Solicitation/Recommendation Statement on Schedule 14D-9 was filed with the SEC by the Company on May 15, 2025. The Offer to purchase the outstanding shares of Common Stock is only being made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the Offer, which will be named in the tender offer statement. Investors and security holders may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the “SEC Filings” subsection of the “Financials & Filings” section of the Company’s website at https://ir.kronosbio.com/investor-relations.1

~~Cautionary~~Pursuant ~~Note~~to ~~Regarding~~the ~~Forward~~terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, (i) each option to purchase shares of Common Stock from the Company (“Company Stock Options,” and each, a “Company Stock Option”) was accelerated and (A) each Company Stock Option with an exercise price per share less than the Cash Amount (each, an “In-~~Looking~~the-Money Option”) ~~Statements~~was cancelled and, in exchange therefor, the holder of such cancelled In-the-Money Option received in consideration of the cancellation of such In-the-Money Option (x) an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (1) the excess of the Cash Amount over the exercise price per share of Common Stock underlying such In-the-Money Option by (2) the number of shares of Common Stock underlying such In-the-Money Option as of immediately prior to the Effective Time and (y) one CVR for each share of Common Stock underlying such In-the-Money Option, and (B) each Company Stock Option that had an exercise price per share equal to or greater than the Cash Amount was cancelled for no consideration; and (ii) the vesting for each restricted stock unit of the Company (“Company Restricted Stock Units,” and each, a “Company Restricted Stock Unit”) was accelerated and each Company Restricted Stock Unit that was outstanding was cancelled and, in exchange therefor, the holder of such cancelled Company Restricted Stock Unit received in consideration of the cancellation of such Company Restricted Stock Unit (A) an amount in cash without interest, less any applicable tax withholding, equal to the Cash Amount and (B) one CVR.

~~This~~The ~~Current~~foregoing ~~Report~~description ~~on Form 8-K contains “forward-looking statements” within the meaning~~ of the ~~Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Company’s beliefs and expectations and statements about the Offer, the~~ Merger ~~and~~Agreement ~~the other Transactions, including the timing of~~ and ~~closing conditions to~~ the ~~Transactions,~~CVR ~~the potential effects of the proposed Transactions~~Agreement ~~on the Company~~ and the ~~potential~~transactions ~~payment~~contemplated ofthereby ~~proceeds~~do tonot ~~the~~purport ~~Company’s stockholders, if any, pursuant~~ to ~~the CVR Agreement. These statements may~~ be ~~identified~~complete by their use of forward-looking terminology including, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” and ~~“would,”~~is ~~and~~qualified ~~similar~~in ~~words~~its ~~expressions~~entirety ~~are~~by ~~intended~~reference to ~~identify~~the ~~forward-looking~~full ~~statements.~~text ~~Forward-looking statements are neither historical facts nor assurances~~ of future performance and involve risks and uncertainties that could cause actual results to differ materially from those projected, expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the ~~possibility that various closing conditions set forth in the~~ Merger Agreement ~~may~~attached ~~not~~as beExhibit ~~satisfied~~2.1 ~~or waived, including uncertainties as~~ to the ~~percentage~~Current ofReport ~~the~~on ~~Company’s~~Form ~~stockholders tendering~~8-K ~~their~~filed ~~shares~~by in the ~~Offer;~~Company ~~the~~on ~~possibility~~May ~~that competing offers will be made; the risk that the Transactions may not be completed in a timely manner~~1, or2025 ~~at all, which may adversely affect the Company’s business~~ and the ~~price~~full ~~of its common stock;~~text ~~significant costs associated with the proposed Transactions; the risk that any stockholder litigation in connection with the Transactions may result in significant costs~~ of ~~defense, indemnification and liability;~~ the ~~risk that activities related to the~~ CVR Agreement ~~may~~attached ~~not~~as ~~result~~Exhibit in10.1 ~~any value~~ to the ~~Company’s~~Current ~~stockholders; and other risks and uncertainties discussed in the Company’s most recent Annual~~ Report on Form 108-K filed ~~with~~by the ~~SEC as well as in the~~ Company’s ~~subsequent~~on ~~filings~~May ~~with the~~1, ~~SEC.~~2025, Asboth ~~a result~~ of ~~such~~which ~~risks and uncertainties, the Company’s actual results may differ materially from any future~~are ~~results,~~incorporated ~~performance~~herein ~~or achievements discussed in or implied~~ by ~~the forward-looking statements contained herein~~reference. ~~There can be no assurance that the proposed Transactions will in fact be consummated. The Company cautions investors not to unduly rely on any forward-looking statements.~~

~~The~~Item ~~forward-looking~~3.01 ~~statements~~Notice ~~contained in this Current Report on Form 8-K are made as~~ of ~~the~~Delisting ~~date~~or ~~hereof,~~Failure ~~and the Company undertakes no obligation~~ to ~~update~~Satisfy ~~any forward-looking statements, whether as~~ a ~~result~~Continued ofListing ~~future~~Rule ~~events, new information~~ or ~~otherwise,~~Standard; ~~except~~Transfer asof ~~expressly required by law~~Listing. ~~All forward-looking statements in this document are qualified in their entirety by this cautionary statement.~~

1The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.

~~SIGNATURES~~In connection with the consummation of the Offer and the Merger, the Company (i) notified The Nasdaq Global Select Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on June 20, 2025 and (B) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to effect the delisting of all Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Surviving Corporation intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Shares.

~~Pursuant~~Item to3.03 ~~the~~Material ~~requirements~~Modification ofto ~~the~~Rights ~~Securities Exchange Act~~ of ~~1934, the~~Security ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Holders.

	KRONOS BIO, INC.
Dated: June 5, 2025	By:	/s/ Deborah Knobelman
		Deborah Knobelman, Ph.D.
		President, Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth under Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and the Company became a wholly owned subsidiary of Parent.

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each of Arie Belldegrun, M.D., Norbert Bischofberger, Ph.D., Roshawn Blunt, Roger Dansey, M.D., Joshua Kazam, Elena Ridloff, CFA, Katherine Vega Stultz, David M. Tanen and Taiyin Yang, Ph.D. resigned from the board of directors of the Company and Dr. Deborah Knobelman resigned from her position as an officer of the Company. These resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices.

Following the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. The sole director of Merger Sub immediately prior to the Effective Time was Kevin Tang. The executive officers of Merger Sub immediately prior to the Effective Time were: (i) Mr. Tang, Chief Executive Officer; (ii) Michael Hearne, Chief Financial Officer; (iii) Ryan Cole, Chief Operating Officer; (iv) Stew Kroll, Chief Development Officer; and (v) Thomas Wei, Chief Business Officer.

Information regarding the new director and executive officers of the Surviving Corporation has been previously disclosed in Schedule A to the Offer to Purchase, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1+		Agreement and Plan of Merger, dated May 1, 2025, by and among Concentra Biosciences, LLC, Concentra Merger Sub IV, Inc. and Kronos Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 1, 2025).
2.2+		Contingent Value Rights Agreement, dated June 20, 2025, by and among Concentra Biosciences, LLC, Concentra Merger Sub IV, Inc., Broadridge Corporate Issuer Solutions, LLC and Fortis Advisors LLC (incorporated herein by reference to Exhibit (d)(6) to the Schedule TO-T/A filed by Concentra Merger Sub IV, Inc. on June 20, 2025).
3.1		Second Amended and Restated Certificate of Incorporation of Kronos Bio, Inc.
3.2		Second Amended and Restated Bylaws of Kronos Bio, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and annexes upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished.

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.

	KRONOS BIO, INC.

Date: June 20, 2025	By:	/s/ Deborah Knobelman
		Deborah Knobelman, Ph.D. President, Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

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