8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2023

KYMERA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39460	81-2992166
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Kymera Therapeutics, Inc.

200 Arsenal Yards Blvd., Suite 230

Watertown, Massachusetts 02472

(Address of principal executive offices, including zip code)

(857) 285-5300

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trade Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	KYMR	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2023, Kymera Therapeutics, Inc. (the “Company”) announced the appointment of Jeremy Chadwick, Ph.D., as Chief Operating Officer effective as of May 22, 2023.

Dr. Chadwick, 60, joins the Company from Takeda Pharmaceutical Company Limited where he served as Senior Vice President, Head of Global Development Office R&D from January 2019 to May 2023. During his time at Takeda, Dr. Chadwick’s responsibilities included Head of Global Regulatory Affairs from January 2019 to January 2022, as well as managing Global Drug Safety, Global Clinical Supply Chain and several groups supporting Global Development Operations. Prior to its acquisition by Takeda, Dr. Chadwick served as Group Vice President and Head of Clinical Development Operations at Shire Pharmaceuticals from December 2012 to January 2019. Earlier in his career, Dr. Chadwick held a number of senior development roles with broad responsibilities including program management, development operations, regulatory affairs, biostatistics and data management at The Medicines Company, Synta Pharmaceuticals Corp., Vertex Pharmaceuticals Inc. and Glaxo Group Research. He earned his M.S. and Ph.D. in Statistics from the University of London and a B.S. in Mathematics from Demontfort University in the United Kingdom.

There are no arrangements or understandings between Dr. Chadwick and any other persons in connection with his appointment. He has no family relationships with any of the Company’s directors or executive officers, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

In connection with his appointment as the Chief Operating Officer, Dr. Chadwick entered into an employment agreement with the Company on substantially the same form as that entered into with the other executive officers of the Company (the “Chadwick Agreement”). Under the Chadwick Agreement, Dr. Chadwick will receive an initial annual base salary of $480,000 and will be eligible for an annual cash bonus with a target amount equal to 40% of his base salary. Dr. Chadwick is also eligible to participate in the employee benefit plans available to the Company’s employees, subject to the terms of those plans, and shall be entitled to severance and change in control payments as well as benefits consistent with the Company’s form of executive employment agreement. The foregoing description of the Chadwick Agreement is qualified in its entirety by reference to such form of executive employment agreement, a copy of which was filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on August 13, 2020.

Dr. Chadwick was also granted an option to purchase 200,000 shares of the Company’s common stock, which will vest over four years, with 25% vesting on the first anniversary following his start date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the Dr. Chadwick’s continuing service at the Company through the applicable vesting date. Additionally, Dr. Chadwick was granted restricted stock units (“RSUs”) for 33,333 shares of the Company’s common stock, which will vest annually over four years, subject to the Dr. Chadwick’s continuing service at the Company through the applicable vesting date.

Dr. Chadwick will enter into the Company’s standard form indemnification agreement pursuant to which the Company may be required to indemnify Dr. Chadwick for certain expenses arising out of his service as an officer of the Company.

Item 7.01. Regulation FD Disclosure.

On May 22, 2023, the Company issued a press release announcing Dr. Chadwick as the Company’s Chief Operating Officer. A copy of this press release is furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued by Kymera Theraapeutics, Inc. dated May 22, 2023.
104	Cover Page lnteractive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Kymera Therapeutics, Inc.
Date: May 22, 2023	By:	/s/ Nello Mainolfi
		Nello Mainolfi
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Kymera Appoints Jeremy Chadwick, Ph.D., as Chief Operating Officer

Watertown, Mass. (May 22, 2023) – – Kymera Therapeutics, Inc. (NASDAQ: KYMR), a clinical-stage biopharmaceutical company advancing targeted protein degradation (TPD) to deliver novel small molecule protein degrader medicines, today announced the appointment of Jeremy Chadwick, Ph.D., as Chief Operating Officer. Dr. Chadwick joins Kymera with extensive experience overseeing global development operations, regulatory and program management at a range of biopharmaceutical companies. As a member of the Company’s senior management team, Dr. Chadwick will develop and execute near-term and long-range strategies to maximize the impact of Kymera’s expanding pipeline.

“At Kymera, we have an unwavering commitment to our vision to be a disease- and technology-agnostic, fully integrated global biopharmaceutical company, using targeted protein degradation to deliver medicines that will transform patients’ lives,” said Nello Mainolfi, Ph.D., Founder, President and CEO, Kymera Therapeutics. “Jeremy is a seasoned leader in the life sciences industry and will help to guide the development of our first-in-class programs, scale our capabilities and play a critical role in helping us accomplish our ambitious goal of building a best-in-industry R&D organization.”

“This is a transformational time for Kymera, with multiple programs in the clinic across immunology and oncology and a groundbreaking research engine rapidly creating and accelerating a dynamic preclinical pipeline,” said Dr. Chadwick. “I am very excited by the opportunity to help Kymera realize the potential of this new generation of medicines by advancing these programs to market and, ultimately, improving patients’ lives.”

Prior to Kymera, Dr. Chadwick served as Senior Vice President, Head of Global Development Office at Takeda Pharmaceuticals. During his time there, his responsibilities included Head of Global Regulatory Affairs, as well as managing Global Drug Safety, Global Clinical Supply Chain and several groups supporting Global Development Operations. Before Takeda, Dr. Chadwick was Group Vice President and Head of Clinical Development Operations at Shire Pharmaceuticals. Earlier in his career, Dr. Chadwick held a number of senior development roles with broad responsibilities including program management, development operations, regulatory affairs, biostatistics and data management at The Medicines Company, Synta Pharmaceuticals, Vertex Pharmaceuticals and Glaxo Group Research. Dr. Chadwick has been involved in several successful global approvals spanning decades across multiple therapeutic areas.

Dr. Chadwick previously served as chairman of the Board of Directors at Accumulus Synergy, a global organization developing a transformative data exchange platform designed to enhance how biopharmaceutical innovators and regulators bring safe and effective medicines to patients faster. He earned his MS and PhD in Statistics from the University of London and a BS in Mathematics from Demontfort University in the United Kingdom.

About Kymera Therapeutics

Kymera is a biopharmaceutical company pioneering the field of targeted protein degradation, a transformative approach to address disease targets and pathways inaccessible with conventional therapeutics. Kymera’s Pegasus platform is a powerful drug discovery engine, advancing novel small molecule programs designed to harness the body’s innate protein recycling machinery to degrade dysregulated, disease-causing proteins. With a focus on undrugged nodes in validated pathways, Kymera is advancing a pipeline of novel therapeutic candidates designed to address the most promising targets and provide patients with more effective treatments. Kymera’s initial programs target IRAK4, IRAKIMiD, and STAT3 within the IL-1R/TLR or JAK/STAT pathways, and the MDM2 oncoprotein, providing the opportunity to treat patients with a broad range of immune-inflammatory diseases, hematologic malignancies, and solid tumors.

Founded in 2016, Kymera is headquartered in Watertown, Mass. Kymera has been named a “Fierce 15” company by Fierce Biotech and has been recognized by both the Boston Globe and the Boston Business Journal as one of Boston’s top workplaces. For more information about our people, science, and pipeline, please visit www.kymeratx.com or follow us on Twitter or LinkedIn.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, implied and express statements regarding its: Pegasus^™ platform; Kymera Therapeutics’ strategy, business plans and objectives for the IRAK4, IRAKIMiD, STAT3 and MDM2 degrader programs; plans and timelines for the preclinical and clinical development of its product candidates, including the therapeutic potential, clinical benefits and safety thereof; expectations regarding timing, success and data announcements of current ongoing preclinical and clinical trials; and the ability to initiate new clinical programs. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “expect,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, risks associated with: the impact of COVID-19 on countries or regions in which we have operations or do business, as well as on the timing and anticipated results of our current and future preclinical studies and clinical trials, supply chain, strategy and future operations; the delay of any current and future preclinical studies or clinical trials or the development of Kymera Therapeutics’ drug candidates; the risk that the results of current preclinical studies and clinical trials may not be predictive of future results in connection with current or future preclinical and clinical trials, including those for KT-474, KT-333, KT-413 and KT-253; Kymera Therapeutics’ ability to successfully demonstrate the safety and efficacy of its drug candidates; the timing and outcome of the Kymera Therapeutics’ planned interactions with regulatory authorities; obtaining, maintaining and protecting its intellectual property; and Kymera Therapeutics’ relationships with its existing and future collaboration partners. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed on May 4, 2023, as well as discussions of potential risks, uncertainties, and other important factors in Kymera Therapeutics’ subsequent filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent Kymera Therapeutics’ views only as of today and should not be relied upon as representing its views as of any subsequent date. Kymera Therapeutics explicitly disclaims any obligation to update any forward-looking statements. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Investor Contact:   Bruce Jacobs Chief Financial Officer investors@kymeratx.com 857-285-5300   Chris Brinzey Managing Director, Westwicke chris.brinzey@westwicke.com 339-970-2843 Media Contact:   Todd Cooper Senior Vice President, Corporate Affairs media@kymeratx.com 857-285-5300

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Document and Entity Information	May 22, 2023
Cover [Abstract]
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Entity Central Index Key	0001815442
Document Type	8-K
Document Period End Date	May 22, 2023
Entity Registrant Name	KYMERA THERAPEUTICS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-39460
Entity Tax Identification Number	81-2992166
Entity Address, Address Line One	200 Arsenal Yards Blvd.
Entity Address, Address Line Two	Suite 230
Entity Address, City or Town	Watertown
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02472
City Area Code	(857)
Local Phone Number	285-5300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	KYMR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false