Kyverna Therapeutics, Inc.
For the period ended May 27, 2026. Filed Apr 13, 2026.
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May 27, 2026 · Filed Apr 13, 2026
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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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice & Proxy Statement
Message from our Executive Chairperson and Chief Executive Officer
Dear Stockholder:
2025 marked a transformative year for Kyverna, bringing us meaningfully closer to our mission to liberate autoimmune patients through the curative potential of cell therapy. We entered the year with clear priorities: advance our first-in-class neuroimmunology franchise starting with stiff person syndrome (SPS) and generalized myasthenia gravis (gMG); demonstrate miv-cel’s potential best-in-class profile that delivers drug-free, disease-free remission; lay the foundation for expansion into additional indications; and position the company for sustained leadership in the emerging field of autoimmune CAR T. Through disciplined execution against our focused strategy, our team delivered.
2025 Key Achievements
Reported transformative registrational data in SPS, a rare and highly debilitating disease with no approved therapies. Data demonstrated miv-cel’s potential to significantly improve mobility and even reverse disability with a single dose, paving the path for miv-cel to potentially become the first approved therapy in this disease and the first CAR T approved for an autoimmune disease with a BLA filing anticipated in the first half of 2026.
Delivered unprecedented interim Phase 2 data in gMG, another rare disease with significant unmet medical need despite current standard of care. The totality of the efficacy and safety data increases the probability of success of our FDA-aligned Phase 3 registrational trial, which is underway.
Further demonstrated miv-cel’s transformative clinical impact and pipeline-in-a-product potential with promising investigator-initiated trial data in progressive multiple sclerosis and rheumatoid arthritis.
Advanced KYV-102, our next-generation whole blood rapid manufacturing process, with IND acceptance by the FDA.
Strengthened our balance sheet and financial flexibility, extending cash runway into 2028 to fully support our BLA filing and commercial launch in SPS and our Phase 3 gMG trial.
In addition to these accomplishments, we are building a world-class leadership team and have further strengthened our Board to support our next phase of growth. Looking ahead to 2026, we are focused on our potential to bring miv-cel to patients with SPS as quickly as possible. We are working expeditiously to file our BLA while preparing for the transition to a commercial-stage company, which is another important milestone for Kyverna. In parallel, we remain focused on executing our Phase 3 trial for gMG as well as continuing to advance our meaningful pipeline opportunities.
As the leader in autoimmune CAR T, we remain committed to serving patients by advancing novel therapies that have the potential to fundamentally change the treatment paradigm for serious autoimmune diseases.
On behalf of our company and its directors, we thank you for your continued support and investment in Kyverna and we look forward to updating you on our progress.
Sincerely,
| /s/ Christi Shaw | /s/ Warner Biddle |
|---|---|
| Christi Shaw | Warner Biddle |
| Executive Chairperson of the Board of Directors | Chief Executive Officer and Director |
5980 Horton St., STE 550
Emeryville, CA 94608
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 2026 (AT 11:00 A.M. PACIFIC TIME)
To the Stockholders of Kyverna Therapeutics, Inc.:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Kyverna Therapeutics, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, May 27, 2026, at 11:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/KYTX2026. The Annual Meeting will be held for the following purposes:
(1)
To elect two Class II directors to hold office until the 2029 annual meeting of stockholders or until their successors are elected and qualified;
(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 its year ending December 31, 2026; and
(3)
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement that is available to you online at www.proxyvote.com. The proxy materials or a Notice of Internet Availability are first being made available to stockholders on or about April 13, 2026. To participate in the Annual Meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials..
Only stockholders who owned common stock of the Company at the close of business on March 30, 2026 (the “Record Date”) can vote at this meeting or any adjournments or postponements that take place.
The Board of Directors recommends that you vote FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement; and FOR the ratification of the appointment of BDO USA, P.C. as the independent registered public accounting firm and independent auditor, as described in Proposal No. 2 of the Proxy Statement.
This communication is not a form for voting and presents only an overview of the more complete proxy materials that are available to you online at www.proxyvote.com or by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting.
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on Thursday, May 27, 2026, at 11:00 a.m. Pacific Time. The Company’s Proxy Statement, 2025 Annual Report and this Notice of 2026 Annual Meeting of Stockholders are available online at www.proxyvote.com.
If you want to receive a copy of these documents, please (1) visitwww.proxyvote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com prior to May 13, 2026. If sending an email, please include your control number in the subject line. Unless requested, you will not otherwise receive a paper or email copy. There is no charge to you for requesting a copy.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED December 31, 2025, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ANY ONE OF THE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
| By Order of the Board of Directors | |
|---|---|
| /s/ Christi Shaw | /s/ Warner Biddle |
| Christi Shaw | Warner Biddle |
| Executive Chairperson of the Board of Directors | Chief Executive Officer and Director |
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| INFORMATION ABOUT THE PROXY PROCESS AND VOTING | 2 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 11 |
| PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND INDEPENDENT AUDITOR | 18 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 20 |
| CORPORATE GOVERNANCE | 21 |
| TRANSACTIONS WITH RELATED PERSONS | 33 |
| DIRECTOR COMPENSATION | 36 |
| EXECUTIVE OFFICERS | 40 |
| EXECUTIVE COMPENSATION | 42 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 53 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 57 |
| ADDITIONAL INFORMATION | 59 |
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5980 Horton St., STE 550
Emeryville, CA 94608
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.