David M. Tanen - Jun 20, 2025 Form 4 Insider Report for Kronos Bio, Inc. (KRON)

Role
Director
Signature
/s/ David M.Tanen
Stock symbol
KRON
Transactions as of
Jun 20, 2025
Transactions value $
-$520,856
Form type
4
Date filed
6/20/2025, 04:15 PM
Previous filing
Jun 26, 2024
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
TANEN DAVID M Director C/O KRONOS BIO, INC., 301 BINNEY STREET, 2ND FLOOR EAST, CAMBRIDGE /s/ David M.Tanen 2025-06-20 0001170542

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KRON Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$207K -363K -100% $0.57 0 Jun 20, 2025 Direct F1, F2
transaction KRON Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$269K -471K -100% $0.57 0 Jun 20, 2025 See Footnote F1, F2, F3
transaction KRON Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$15K -26.4K -100% $0.57 0 Jun 20, 2025 By Son F1, F2
transaction KRON Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$15K -26.4K -100% $0.57 0 Jun 20, 2025 By Son F1, F2
transaction KRON Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$15K -26.4K -100% $0.57 0 Jun 20, 2025 By Daughter F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KRON Stock Option (Right to Buy) Disposed to Issuer $0 -85.6K -100% $0.00 0 Jun 20, 2025 Common Stock 85.6K $4.14 Direct F4
transaction KRON Stock Option (Right to Buy) Disposed to Issuer $0 -19.9K -100% $0.00 0 Jun 20, 2025 Common Stock 19.9K $4.14 Direct F4
transaction KRON Stock Option (Right to Buy) Disposed to Issuer $0 -20.6K -100% $0.00 0 Jun 20, 2025 Common Stock 20.6K $24.18 Direct F4
transaction KRON Stock Option (Right to Buy) Disposed to Issuer $0 -34K -100% $0.00 0 Jun 20, 2025 Common Stock 34K $3.53 Direct F4
transaction KRON Stock Option (Right to Buy) Disposed to Issuer $0 -34K -100% $0.00 0 Jun 20, 2025 Common Stock 34K $1.48 Direct F4
transaction KRON Stock Option (Right to Buy) Disposed to Issuer $0 -34K -100% $0.00 0 Jun 20, 2025 Common Stock 34K $0.95 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David M. Tanen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 1, 2025, by and among Kronos Bio, Inc. (the "Issuer"), Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub IV, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On June 18, 2025, Parent and Merger Sub completed a tender offer pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $0.57 per Share in cash (the "Cash Amount"), and (ii) one non-transferable contractual contingent value right (each, a "CVR"), subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"), in each case, without interest, and subject to any applicable withholding taxes (the Cash Amount plus one CVR, collectively, the "Offer Price").[continues to Footnote 2]
F2 [continues from Footnote 1] Merger Sub thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share (other than any Excluded Shares (as such term is defined in the Merger Agreement)) was cancelled in exchange for the right to receive the Offer Price.
F3 By the David Tanen Revocable Grantor Trust.
F4 As of immediately prior to and conditioned upon the effective time of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the effective time of the Merger and (b) one CVR in respect of each Share underlying such Option; provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount that was then outstanding it was cancelled for no consideration.