Amendment: SEC Form SCHEDULE 13G/A filed by Kyverna Therapeutics Inc.
$KYTX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Kyverna Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
501976104 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 501976104 |
| 1 | Names of Reporting Persons
Westlake BioPartners Fund I, L.P. ("Westlake Fund I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,787,940.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 5 - 3,787,940 shares, except that Westlake BioPartners GP I, LLC ("Westlake GP I"), the general partner of Westlake BioPartners Fund I, L.P. ("Westlake Fund I"), may be deemed to have sole voting power, and Dr. Beth C. Seidenberg ("Seidenberg"), the managing director of Westlake GP I, may be deemed to have sole power to vote these shares.
Row 7 - 3,787,940 shares, except that Westlake GP I, the general partner of Westlake Fund I, may be deemed to have sole dispositive power, and Seidenberg, the managing director of Westlake GP I, may be deemed to have sole power to dispose of these shares.
SCHEDULE 13G
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| CUSIP No. | 501976104 |
| 1 | Names of Reporting Persons
Westlake BioPartners GP I, LLC ("Westlake GP I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,787,940.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 5 - 3,787,940 shares, all of which are owned directly by Westlake Fund I. Westlake GP I, the general partner of Westlake Fund I, may be deemed to have sole voting power, and Seidenberg, the managing director of Westlake GP I, may be deemed to have sole power to vote these shares.
Row 7 - 3,787,940 shares, all of which are owned directly by Westlake Fund I. Westlake GP I, the general partner of Westlake Fund I, may be deemed to have sole dispositive power, and Seidenberg, the managing director of Westlake GP I, may be deemed to have sole power to dispose of these shares.
SCHEDULE 13G
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| CUSIP No. | 501976104 |
| 1 | Names of Reporting Persons
Westlake BioPartners Opportunity Fund I, L.P. ("Westlake Opportunity Fund I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
869,317.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 5 - 869,317 shares, except that Westlake BioPartners Opportunity GP I, LLC ("Westlake Opportunity GP I"), the general partner of Westlake BioPartners Opportunity Fund I, L.P. ("Westlake Opportunity Fund I"), may be deemed to have sole voting power, and Seidenberg, the managing director of Westlake Opportunity GP I, may be deemed to have sole power to vote these shares.
Row 7 - 869,317 shares, except that Westlake Opportunity GP I, the general partner of Westlake Opportunity Fund I, may be deemed to have sole dispositive power, and Seidenberg, the managing director of Westlake Opportunity GP I, may be deemed to have sole power to dispose of these shares.
SCHEDULE 13G
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| CUSIP No. | 501976104 |
| 1 | Names of Reporting Persons
Westlake BioPartners Opportunity GP I, LLC ("Westlake Opportunity GP I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
869,317.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 5 - 869,317 shares, all of which are owned directly by Westlake Opportunity Fund I. Westlake Opportunity GP I, the general partner of Westlake Opportunity Fund I, may be deemed to have sole voting power, and Seidenberg, the managing director of Westlake Opportunity GP I, may be deemed to have sole power to vote these shares.
Row 7 - 869,317 shares, all of which are owned directly by Westlake Opportunity Fund I. Westlake Opportunity GP I, the general partner of Westlake Opportunity Fund I, may be deemed to have sole dispositive power, and Seidenberg, the managing director of Westlake Opportunity GP I, may be deemed to have sole power to dispose of these shares.
SCHEDULE 13G
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| CUSIP No. | 501976104 |
| 1 | Names of Reporting Persons
Dr. Beth C. Seidenberg ("Seidenberg") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,657,257.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 5 - 4,657,257 shares, of which 3,787,940 shares are owned directly by Westlake Fund I and 869,317 shares are owned directly by Westlake Opportunity Fund I. Westlake GP I and Westlake Opportunity GP I, the general partners of Westlake Fund I and Westlake Opportunity Fund I, respectively, may be deemed to have sole voting power over such shares, and Seidenberg, the managing director of Westlake GP I and Westlake Opportunity GP I, may be deemed to have sole power to vote these shares.
Row 7 - 4,657,257 shares, of which 3,787,940 shares are owned directly by Westlake Fund I and 869,317 shares are owned directly by Westlake Opportunity Fund I. Westlake GP I and Westlake Opportunity GP I, the general partners of Westlake Fund I and Westlake Opportunity Fund I, respectively, may be deemed to have sole dispositive power over such shares, and Seidenberg, the managing director of Westlake GP I and Westlake Opportunity GP I, may be deemed to have sole power to dispose of these shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Kyverna Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
5980 Horton St., STE 550, Emeryville, CA 94608 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is being filed by Westlake BioPartners Fund I, L.P. ("Westlake Fund I"), Westlake BioPartners GP I, LLC ("Westlake GP I"), Westlake BioPartners Opportunity Fund I, L.P. ("Westlake Opportunity Fund I") and Westlake BioPartners Opportunity GP I, LLC ("Westlake Opportunity GP I" and together with Westlake Fund I, Westlake GP I and Westlake Opportunity Fund I, the "Reporting Entities") and Dr. Beth C. Seidenberg ("Seidenberg") (the "Reporting Individual"). The Reporting Entities and the Reporting Individual are collectively referred to as the "Reporting Persons." Dr. Sean E. Harper, a Reporting Person on the initial Schedule 13G with respect to the Issuer, is no longer a managing director of Westlake GP I and Westlake Opportunity GP I, and accordingly, is not a Reporting Person on this Schedule 13G Amendment No. 1. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is c/o Westlake BioPartners, LLC, 3075 Townsgate Road, Suite 140, Westlake Village, California 91361. | |
| (c) | Citizenship:
Each of Westlake GP I and Westlake Opportunity GP I is a limited liability company organized under the laws of the State of Delaware. Each of Westlake Fund I and Westlake Opportunity Fund I is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
501976104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person.* | |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person.* | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person.* | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person.* | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person.* | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person.*
* Except to the extent of a Reporting Person's pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreement of each of Westlake Fund I and Westlake Opportunity Fund I and the limited liability company agreement of each of Westlake GP I and Westlake Opportunity GP I, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Comments accompanying signature: * This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are included herein as exhibits to this Schedule 13G.
Exhibit Information
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Exhibit
1 Joint Filing Agreement
2 Power of Attorney - Westlake BioPartners Fund I, L.P. and Westlake BioPartners GP I, LLC
3 Power of Attorney - Westlake BioPartners Opportunity Fund I, L.P. and Westlake BioPartners Opportunity GP I, LLC |