02/26/2026 | Press release | Distributed by Public on 02/26/2026 07:22
| Item 1.01 |
Entry Into a Material Definitive Agreement. |
On February 26, 2026, Kymera Therapeutics, Inc. (the "Company") entered into a Sales Agreement (the "TD Cowen Sales Agreement"), with TD Securities (USA) LLC ("TD Cowen") with respect to an "at-the-market"offering program under which the Company may issue and sell, from time to time at the Company's sole discretion, shares of the Company's common stock, having an aggregate offering price of up to $500,000,000 (the "Shares"), through TD Cowen. The issuance and sale, if any, of the Shares may be by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933 (the "Securities Act"), including, without limitation, sales made directly on the Nasdaq Global Market, or Nasdaq.
The Company is not obligated to sell any of the Shares, and TD Cowen is not required to sell any specific number or dollar amount of the Shares under the TD Cowen Sales Agreement. The Company or TD Cowen may suspend or terminate the offering of the Shares upon notice to the other party and subject to other conditions.
Subject to the Company's request to sell the Shares, TD Cowen will act on a best efforts basis and use commercially reasonable efforts to sell the Shares on the Company's behalf, from time to time consistent with its normal sales practices and applicable state and federal laws, rules and regulations and Nasdaq rules, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay TD Cowen a commission of up to 3.0 percent (3.0%) of the gross proceeds of any of the Shares sold through TD Cowen under the TD Cowen Sales Agreement. Pursuant to the TD Cowen Sales Agreement, the Company has also provided TD Cowen with customary indemnification and contribution rights.
Any Shares to be offered and sold under the TD Cowen Sales Agreement will be issued and sold pursuant to the Company's Registration Statement on Form S-3ASR(File No. 333-282912)(the "Registration Statement"), which was filed with the Securities and Exchange Commission ("SEC") on October 31, 2024 and became automatically effective upon filing pursuant to Rule 462(e) of the Securities Act. The Company filed a prospectus supplement, dated February 26, 2026, with the SEC in connection with the offer and sale of the Shares pursuant to the TD Cowen Sales Agreement.
The foregoing description of the TD Cowen Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
This Current Report on Form 8-Kshall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Goodwin Procter LLP, counsel to the Company ("Goodwin"), has issued an opinion to the Company, dated February 26, 2026, relating to the validity of the Shares to be issued and sold pursuant to the TD Cowen Sales Agreement, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-Kand is incorporated herein by reference.
| Item 1.02 |
Termination of a Material Definitive Agreement. |
On February 26, 2026, Jefferies LLC ("Jefferies") acknowledged and accepted the Company's prior written notice to terminate the Open Market Sale AgreementSM, dated as of October 31, 2024, by and between the Company and Jefferies, effective immediately.