Amendment: SEC Form SCHEDULE 13D/A filed by Kronos Bio Inc.
$KRON
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Kronos Bio, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
50107A104 (CUSIP Number) |
Norbert Bischofberger, Ph.D. 301 Binney Street, 2nd Floor East, Cambridge, MA, 02142 (650) 781-5200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 50107A104 |
| 1 |
Name of reporting person
BISCHOFBERGER NORBERT W | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 50107A104 |
| 1 |
Name of reporting person
Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 50107A104 |
| 1 |
Name of reporting person
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 50107A104 |
| 1 |
Name of reporting person
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 50107A104 |
| 1 |
Name of reporting person
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 50107A104 |
| 1 |
Name of reporting person
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Explanatory Note: This Amendment No. 3, which amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 27, 2023 and, as amended by Amendment No. 1 filed June 12, 2024 and Amendment No. 2 filed July 2, 2024 (as amended, the "Original Schedule 13D") filed on behalf of Norbert Bischofberger, Ph.D., Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994, Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020, Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020, Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020, Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020, (collectively, the "Reporting Persons") is being filed to report the sale of all of the common stock, $0.001 par value per share (the "Common Stock"), of Kronos Bio, Inc., a Delaware corporation (the "Issuer") by the Reporting Persons, as more specifically described below, resulting in the Reporting Persons ceasing to be the beneficial owners of at least five percent of the Common Stock. Capitalized terms used but not defined herein have the meanings given to such terms in the Original Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Kronos Bio, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
301 Binney Street, 2nd Floor East, Cambridge,
MASSACHUSETTS
, 02142. |
| Item 2. | Identity and Background |
| (a) | Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
Names of Persons Filing:
Norbert Bischofberger, Ph.D.
Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020 |
| (b) | Address of Principal Business Office, or, if none, Residence:
The address of Norbert Bischofberger, Ph.D. is:
c/o Kronos Bio, Inc.
301 Binney Street, 2nd Floor East
Cambridge, MA 02142
The address of Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994:
c/o Kronos Bio, Inc.
301 Binney Street, 2nd Floor East
Cambridge, MA 02142
The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020 is:
c/o Kronos Bio, Inc.
301 Binney Street, 2nd Floor East
Cambridge, MA 02142
The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020 is:
c/o Kronos Bio, Inc.
301 Binney Street, 2nd Floor East
Cambridge, MA 02142
The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020 is:
c/o Kronos Bio, Inc.
301 Binney Street, 2nd Floor East
Cambridge, MA 02142
The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger GST Non-Exempt Trust dated April 29, 2020 is:
c/o Kronos Bio, Inc.
301 Binney Street, 2nd Floor East
Cambridge, MA 02142 |
| (c) | Present Principal Occupations of the Persons Filing:
Norbert Bischofberger, Ph.D.: Chief Executive Officer of NextQuest LLC.
Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994: Not Applicable
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020: Not applicable
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020: Not applicable
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020: Not applicable
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020: Not applicable |
| (d) | During the last five years, Reporting Persons have not been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the last five years, Reporting Persons have not been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Norbert Bischofberger, Ph.D.: USA
Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994: California
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020: California
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020: California
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020: California
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020: California |
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
On June 20, 2025 (the "Effective Time") the Issuer completed the transactions contemplated by the Agreement and Plan of Merger, dated as of May 1, 2025 (the "Merger Agreement") by and among the Issuer, Concentra Biosciences, LLC ("Concentra") and Concentra Merger Sub IV, Inc., a wholly owned subsidiary of Concentra (the "Merger"). Pursuant to the Merger, the Issuer became a wholly-owned subsidiary of Concentra. In addition, pursuant to the Merger Agreement, at the Effective Time, Norbert Bischofberger, Ph.D. ceased to be a director of the Issuer.
At the Effective Time of the Merger each issued and outstanding share of the Issuer's Common Stock was automatically converted into the right to receive (i) $0.57 in cash, without interest (the "Per Share Cash Consideration") and (ii) one contractual contingent value right pursuant to the CVR Agreement in the form attached as Exhibit A to the Merger Agreement (a "CVR" and together with the Per Share Cash Consideration, the "Merger Consideration"). Each CVR represents the right to receive certain contingent cash payments.
In addition, pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding stock option to purchase shares of the Issuer's Common Stock (each, a "stock option") became immediately vested and exercisable in full. At the Effective Time, each outstanding stock option was cancelled and converted into the right to receive the equivalent Merger Consideration. Accordingly, as of June 20, 2025, the Reporting Persons ceased to have beneficial ownership of any shares of Common Stock. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Exhibit 99.1 |
| (b) | See Exhibit 99.1 |
| (c) | None of the Reporting Persons effected any transactions in shares of the Issuer's Common Stock during the 60 days preceding the closing of the Merger or subsequent to the closing of the Merger. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person. |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on June 20, 2025. |
| Item 7. | Material to be Filed as Exhibits. |
A. Agreement regarding filing of joint Schedule 13D. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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