aibioKyverna faces IPO securities class action and consolidated derivative suit
Tickers KYTX
Kyverna Therapeutics is defending a Securities Act class action over its February 2024 IPO, which names the company, certain officers and directors, and the underwriters. A second amended complaint is under a motion to dismiss, with a hearing set for September 3, 2026. Two derivative suits filed in May 2025 were later consolidated.
Key facts
- Company
- Kyverna Therapeutics, Inc. (NASDAQ: KYTX)
- News type
- Legal
- Primary source
- Kyverna Therapeutics 10-Q for the quarter ended June 30, 2026 (SEC EDGAR)
Kyverna Therapeutics, Inc. (Nasdaq: KYTX) is defending a shareholder class action over its February 2024 initial public offering, according to its 10-Q filed August 11, 2026. The defendants are the company, certain current and former officers and directors, and the underwriters of the offering. The complaint was filed on December 9, 2024 in the U.S. District Court for the Northern District of California. The 10-Q names no plaintiff and gives no case number.
Kyverna's annual report for 2024, filed March 27, 2025, names the individual defendants as Ryan Jones, Karen Walker, Ian Clark, Fred E. Cohen, Steve Liapis, Beth Seidenberg and Daniel K. Spiegelman. Jones is chief financial officer and Walker chief technology officer in that report, and the other five are directors. The same report says J.P. Morgan, Morgan Stanley, Leerink Partners and Wells Fargo Securities acted as joint book-running managers of the IPO. The filings do not say which of the four banks are named in the complaint.
The claims
The amended complaint alleges that the Form S-1 registration statement and prospectus for the IPO contained material misstatements or omissions in violation of federal securities laws. The 10-Q does not describe the statements at issue, the class period or the damages sought.
The annual report says the IPO raised aggregate gross proceeds of $366.9 million and net proceeds of $336.2 million, including the underwriters' full option. The prospectus, dated February 7, 2024, says Paul Hastings LLP passed on the validity of the shares and Covington & Burling LLP acted as counsel to the underwriters.
The derivative suits
Two stockholder derivative suits followed against certain current and former officers and directors in the Northern District of California: Perez v. Seidenberg, et al., Case No. 3:25-cv-04163-PCP, filed May 14, 2025, and McDaniel v. Seidenberg, et al., Case No. 3:25-cv-04393-PCP, filed May 22, 2025, against the same individual defendants. The 10-Q says they allege claims related to the allegations in the amended class action complaint. The court stayed the Perez action on June 2, 2025, consolidated the two on June 25, 2025 as In re Kyverna Therapeutics Derivative Litigation, Case No. 5:25-cv-04163-PCP, and on July 22, 2025 stayed the consolidated case until the motion to dismiss in the class action is decided.
Kyverna's proxy statement filed April 14, 2025, a month before the first derivative suit, listed eight directors: Seidenberg, Cohen, Clark, Christi Shaw, Liapis, Warner Biddle, Mert Aktar and Spiegelman. The filings do not say which of them, beyond Seidenberg, are defendants in the derivative cases.
Where it stands
The defendants moved to dismiss the amended complaint on June 26, 2025. On March 23, 2026, the court granted the motion on all claims, with leave to amend. The plaintiff filed another amended complaint on April 20, 2026, again under the Securities Act of 1933. The defendants moved to dismiss that complaint on May 19, 2026, the plaintiff opposed on June 17, and the defendants replied on July 2. A hearing was set for September 3, 2026. The 10-Q, filed before that date, reports no ruling.
What the company says
Kyverna says it has good and substantial defenses to the claims, but that there is no guarantee it will succeed. It says it cannot determine whether any loss will occur or estimate a range of loss, and it recorded no accrual for these matters. The 10-Q does not say whether insurance or indemnification would cover the suits.
The litigation comes on top of steady losses. Kyverna reported a net loss of $38.3 million for the second quarter of 2026 and $78.0 million for the first half, and an accumulated deficit of $502.9 million at June 30, 2026. It had cash, cash equivalents and marketable securities of $199.4 million, and says that money, sales of shares under its at-the-market facility and term loans from Oxford Finance will fund operations for at least a year. Its lead candidate, miv-cel, also known as KYV-101, is a CAR T therapy in late-stage development for stiff person syndrome and generalized myasthenia gravis, with no approved product yet.