Norbert Bischofberger - Jun 20, 2025 Form 4 Insider Report for Kronos Bio, Inc. (KRON)

Signature
/s/ Norbert Bischofberger
Stock symbol
KRON
Transactions as of
Jun 20, 2025
Transactions value $
-$6,758,569
Form type
4
Date filed
6/20/2025, 04:15 PM
Previous filing
Jun 6, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
BISCHOFBERGER NORBERT W Director, 10%+ Owner C/O KRONOS BIO, INC., 301 BINNEY STREET, 2ND FLOOR EAST, CAMBRIDGE /s/ Norbert Bischofberger 2025-06-20 0001190273

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 -$6.16M -10.8M -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 -$150K -264K -100% $0.57 0 Jun 20, 2025 See Footnote F1, F2, F4
transaction KRON Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$150K -264K -100% $0.57 0 Jun 20, 2025 See Footnote F1, F2, F5
transaction KRON Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$150K -264K -100% $0.57 0 Jun 20, 2025 See Footnote F1, F2, F6
transaction KRON Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$150K -264K -100% $0.57 0 Jun 20, 2025 See Footnote F1, F2, F7

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 Employee Stock Option (Right to Buy) Disposed to Issuer $0 -297K -100% $0.00 0 Jun 20, 2025 Common Stock 297K $30.78 Direct F8
transaction KRON Employee Stock Option (Right to Buy) Disposed to Issuer $0 -400K -100% $0.00 0 Jun 20, 2025 Common Stock 400K $7.30 Direct F8
transaction KRON Employee Stock Option (Right to Buy) Disposed to Issuer $0 -571K -100% $0.00 0 Jun 20, 2025 Common Stock 571K $2.09 Direct F8
transaction KRON Employee Stock Option (Right to Buy) Disposed to Issuer $0 -700K -100% $0.00 0 Jun 20, 2025 Common Stock 700K $1.08 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Norbert Bischofberger 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 Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994,
F4 By the Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of The David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020.
F5 By Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of The David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020.
F6 By Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of The Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020.
F7 By Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of The Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020.
F8 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.