Kronos Bio Inc., a biotechnology company that has been developing small molecule therapeutics to address cancers and other diseases driven by deregulated transcription, has entered into a definitive merger agreement with Concentra Biosciences, LLC, whereby Concentra will acquire Kronos Bio for $0.57 in cash per share of Kronos Bio common stock, plus one non-tradeable contingent value right (CVR), which represents the right to receive:

• 50% of the net proceeds in the case of a disposition of the Company’s product candidates known as KB-9558 and KB-7898 that occurs within 2 years following closing;
• 100% of the net proceeds in the case of a disposition of the Company’s product candidates known as KB-0742, lanraplenib and entospletinib that occurs prior to closing;
• 100% of cost savings realized prior to closing;
• 80% of cost savings realized between the merger closing date and the second (2nd) anniversary of the merger closing date; and
• 50% of cost savings realized between the second (2nd) anniversary of the merger closing date and the third (3rd) anniversary of the merger closing date, each pursuant to the contingent value rights agreement.

Following a review process conducted with the assistance of its legal and financial advisors, the Kronos Bio Board of Directors has determined that the acquisition by Concentra is in the best interests of all Kronos Bio shareholders and has approved the Merger Agreement and related transactions.

Pursuant and subject to the terms of the Merger Agreement, a wholly owned subsidiary of Concentra will commence a tender offer by May 15, 2025, to acquire all outstanding shares of Kronos Bio Common Stock. Closing of the Offer is subject to certain conditions. The merger transaction is expected to close mid-2025.

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