Delaware
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82-1895605
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1300 So. El Camino Real, Suite 400
San Mateo, California
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94402
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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☐
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Smaller reporting company
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☒
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Non-accelerated filer
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☒
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Accelerated filer
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☐
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Emerging growth company
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☐
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE.
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• |
the registrant's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March
15, 2023;
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• |
the registrant's Current Reports on Form 8-K, filed with the SEC on January 9, 2023 and January 26, 2023;
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• |
the description of the registrant's common stock contained in the registrant's registration statement on Form 8-A, filed with the SEC on October 5, 2020, including any amendments or reports filed for the purpose of
updating such description.
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ITEM 8.
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EXHIBITS.
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Exhibit
Number
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Description
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4.1
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4.2
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4.3
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5.1
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23.1
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23.2
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24.1
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99.1
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99.2
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107
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KRONOS BIO, INC.
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||
By:
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/s/ Norbert Bischofberger
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Norbert Bischofberger, Ph.D.
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||
President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Norbert Bischofberger
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President, Chief Executive Officer and Director
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March 15, 2023
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Norbert Bischofberger, Ph.D.
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(Principal Executive Officer)
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/s/ Yasir Al-Wakeel
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Chief Financial Officer and Head of Corporate Development
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March 15, 2023
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Yasir Al-Wakeel, BM BCh
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(Principal Financial and Accounting Officer)
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/s/ Arie Belldegrun
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Chair of the Board of Directors
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March 15, 2023
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Arie Belldegrun, M.D. FACS
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||||
/s/ Marianne De Backer
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Director
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March 15, 2023
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Marianne De Backer, Ph.D.
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||||
/s/ Roshawn Blunt
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Director
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March 15, 2023
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Roshawn Blunt
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||||
/s/ Joshua Kazam
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Director
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March 15, 2023
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Joshua Kazam
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||||
/s/ Elena Ridloff
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Director
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March 15, 2023
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Elena Ridloff, CFA
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||||
/s/ Otello Stampacchia
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Director
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March 15, 2023
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Otello Stampacchia, Ph.D.
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||||
/s/ David Tanen
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Director
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March 15, 2023
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||
David Tanen
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||||
/s/ Taiyin Yang
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Director
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March 15, 2023
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Taiyin Yang, Ph.D.
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By: | /s/ Charles J. Bair |
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Charles J. Bair |
Security Type
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Security Class Title
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Fee Calculation
Rule
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Amount
Registered(1)
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Proposed
Maximum
Offering
Price Per
Unit
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Maximum
Aggregate
Offering Price
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Fee Rate
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Amount of
Registration
Fee
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||||||||||||||||||
Equity
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2020 Equity Incentive Plan
Common Stock, $0.001 par value per share
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457(h)(4)
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2,848,371
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(2)
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$
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1.48
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(4)
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$
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4,215,589.08
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.0001102
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$
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464.56
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|||||||||||||
Equity
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2020 Employee Stock Purchase Plan
Common Stock, $0.001 par value per share
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457(h)(4)
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569,674
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(3)
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$
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1.48
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(4)
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$
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843,117.52
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.0001102
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$
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92.92
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|||||||||||||
Total Offering Amounts
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$
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5,058,706.60
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—
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||||||||||||||||||||||
Total Fees Previously Paid
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—
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||||||||||||||||||||||||
Total Fee Offsets
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—
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||||||||||||||||||||||||
Net Fee Due
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$
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557.48
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock (“Common Stock”) of Kronos Bio, Inc. (the “Registrant”)
that become issuable under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) and the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization or other
similar transaction.
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(2) |
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2020 Plan on January 1, 2023 pursuant to an “evergreen” provision contained in the 2020 Plan. Pursuant to such provision, on
January 1st of each calendar year through January 1, 2030, the number of shares authorized for issuance under the 2020 Plan will be automatically increased by: (a) 5% of the total number of shares of capital stock of the Registrant
outstanding on December 31 of the preceding calendar year; or (b) a lesser number of shares of Common Stock as the Registrant’s board of directors (the “Board”) may designate no later than December 31st of the immediately preceding
year.
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(3) |
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2020 ESPP on January 1, 2023 pursuant to an “evergreen” provision contained in the 2020 ESPP. Pursuant to such provision, on
January 1st of each year through January 1, 2030, the number of shares authorized for issuance under the 2020 ESPP will be automatically increased by a number equal to the lesser of: (a) 1% of the total number of shares of capital
stock outstanding on December 31 of the preceding calendar year; (b) 1,376,000 shares; or (c) such lesser number of shares of Common Stock as the Board may designate prior to the applicable January 1st.
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(4) |
This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low
prices of the Common Stock on March 10, 2023, as reported on the Nasdaq Global Select Market.
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