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Purchaser, a wholly owned subsidiary of Parent, is offering to buy your securities. Purchaser has been organized in connection with this Offer and has not carried on any activities other than entering into

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Parent is Concentra Biosciences, LLC. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Purchaser.”

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Purchaser is Concentra Merger Sub IV, Inc. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Purchaser.”

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Guarantor is Tang Capital Partners, LP. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Purchaser.”

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The sole manager of Parent and the general partner of Guarantor is Tang Capital Management, LLC. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Purchaser.”

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Purchaser is seeking to purchase all of the outstanding Shares of Kronos. See the Introduction and “The Tender Offer—Section 1. Terms of the Offer.”

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Purchaser is offering to pay: (i) $0.57 per Share in cash (the “Cash Amount”); and (ii) one non-transferable CVR for each Share, which represents the right to receive certain contingent cash payments equal to a pro rata share of the following, each pursuant to the CVR Agreement and collectively, the “CVR Proceeds”:

(i)

“Disposition Proceeds”: 50% of the Net Proceeds (as defined in the CVR Agreement), if any, from any sale, transfer, license or other disposition by Concentra or any of its affiliates, including Kronos after the Merger, of all or any part of Kronos’ product candidates known as KB-9558, a p300 lysine acetyltransferase (KAT) inhibitor and KB-7898, a p300 KAT inhibitor (together, the “CVR Products”) that occurs, and such Net Proceeds are received, within the period beginning on the Merger Closing Date (as defined in the Merger Agreement) and ending on the second (2^nd) anniversary following the Merger Closing Date (the “Disposition CVR Period”);

(ii)

“Legacy Product Disposition Proceeds”: 100% of the Net Proceeds, if any, from any sale, transfer, license or other disposition by Kronos of all or any part of any of Kronos’ product candidates known as istisociclib, or KB-0742, a cyclin dependent kinase 9 (CDK9) inhibitor, lanraplenib, a spleen tyrosine kinase (SYK) inhibitor and entospletinib, an SYK inhibitor (together, the “Legacy Products”) that occurs prior to the Merger Closing Date and such Net Proceeds are received within the period beginning on the Merger Closing Date and ending on the sixth (6^th) anniversary following the Merger Closing Date (the “Expiration Date”);

(iii)

“Additional Closing Net Cash Proceeds”: 100% of the amount by which the Closing Net Cash as finally determined pursuant to the Merger Agreement exceeds $40,000,000, adjusted for any claims that arise prior to 30 days following the Merger Closing Date that are not accounted for in such Closing Net Cash (the “Additional Closing Net Cash Period”); and

(iv)

“Further Savings Proceeds”: (a) 80% of any net savings versus the Closing Net Cash that is realized between the Merger Closing Date and the second (2^nd) anniversary of the Merger Closing Date; and (b) 50% of any net savings versus the Closing Net Cash that is realized between the second (2^nd) anniversary of the Merger Closing Date and the third (3^rd) anniversary of the Merger Closing Date (together, the “Further Savings Period”), and any net savings for each such period shall include the following amounts to account for interest earned by Parent: (x) if the elimination of substantially all of the outstanding liabilities as set forth on Kronos’ audited balance sheet for the year ended December 31, 2024 (the “Company Outstanding Liabilities”) occurs: (1) between the Merger Closing Date and the first (1^st) anniversary of the Merger Closing Date: $0; (2) between the first (1^st) anniversary of the Merger Closing Date and the second (2^nd) anniversary of the Merger Closing Date: $1,000,000; and (3) between the second (2^nd) anniversary of the Merger Closing Date and the third (3^rd) anniversary of the Merger Closing Date: $2,000,000; or

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There is a risk that in the event that the applicable proceeds are not achieved prior to the end of the Disposition CVR Period, Further Savings Period, Expiration Date or Additional Closing Net Cash Period, as applicable, you may receive no payment under the CVR Agreement. Therefore, in making a decision to tender your Shares, you should understand that if the CVR does not generate any payments, the only consideration that you would receive is the Cash Amount of $0.57 per Share that is being offered pursuant to the Offer. You should base your tender decision on the Cash Amount as it may be the only consideration you receive in the Offer. See the Introduction and “The Tender Offer—Section 1. Terms of the Offer.”

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If your Shares are registered in your name and you tender your Shares, you will not be obligated to pay brokerage fees or commissions or similar expenses. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See the Introduction and “The Tender Offer—Section 3. Procedures for Tendering Shares.”

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At or prior to the Offer Closing Time, Parent, Purchaser, the Rights Agent (the “Rights Agent”) and the Representative of the holders of the CVRs (the “Representative”) will enter into the CVR Agreement governing the terms of the CVR. Each CVR will represent a contractual right to receive contingent cash payments equal to a pro rata share of any Disposition Proceeds, Legacy Product Disposition Proceeds, Additional Closing Net Cash Proceeds and Further Net Savings Proceeds, each as described above and pursuant to the CVR Agreement.

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Any Disposition Proceeds or Legacy Product Disposition Proceeds would be calculated and payable based on the distribution of Net Proceeds and we cannot predict whether any Dispositions Proceeds or Legacy Product Disposition Proceeds will occur at all, or at what price they may be effected. Net Proceeds would depend upon various unknown factors, including market conditions, the identification of potential acquirers, the conclusions reached by potential acquirers after conducting due diligence with respect to the assets and Parent and Purchaser’s ability to negotiate and consummate these dispositions with such third parties.

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Any Additional Closing Net Cash Proceeds and Further Savings Proceeds would be calculated and payable based the realization of any net savings versus Closing Net Cash. We cannot predict whether any such net savings will be realized at all, or to what extent. Net savings would depend upon various unknown factors, including unforeseen claims and costs that the Surviving Corporation would incur post-Merger Closing Date.

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In connection with the Offer, none of the co-offerors engaged any independent valuation firm to conduct an analysis of the potential value of the CVR Products or received any material non-public information assessing the value of the CVR Products. Accordingly, in making a decision to tender your Shares in the Offer, you should understand that there can be no assurance that: (i) we will be able to consummate a sale, transfer, license or other disposition by Concentra or any of its affiliates, including Kronos after the Merger, of all or any part of the CVR Products, or that such dispositions, if any, will generate Disposition Proceeds; (ii) Kronos will be able to consummate a sale, transfer, license or other disposition of all or any part of the Legacy Products, or that such dispositions, if any, will generate Legacy Product Disposition Proceeds; or (iii) Kronos or we will be able to realize any net savings versus the Closing Net Cash to generate any Additional Closing

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Parent has agreed to undertake certain specified actions, which the parties have agreed will constitute commercially reasonable efforts, in furtherance of the entry into one or more agreements providing for a sale, transfer, license or other disposition by Concentra or any of its affiliates, including Kronos after the Merger, of all or any part of the CVR Products (each a “Disposition Agreement”) and effectuate the completion of the transactions contemplated thereby as promptly as practicable after the Effective Time, subject to certain limitations set forth in the CVR Agreement. Parent and its subsidiaries are not required or obligated to incur costs, fees or expenses in excess of $400,000 (the “CVR Expense Cap”) in performing such actions under the CVR Agreement with respect to: (i) disposition business development efforts related to the CVR Products; (ii) the retention of an employee or consultant of Parent or Purchaser for the purpose of maintaining and preserving the CVR Products and seeking, negotiating and executing Disposition Agreements; (iii) the maintenance of the CVRs (including fees and expenses related to the Rights Agent and the Representative); and (iv) the maintenance and prosecution of the intellectual property relating to CVR Products.

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Parent has agreed to undertake certain specified actions, which the parties have agreed will constitute commercially reasonable efforts, to: (i) continue the CMC Activities (as defined in the Merger Agreement) of any CVR Products to the extent the costs associated with such CMC Activities were included in the Closing Net Cash Schedule during the period beginning on the Merger Closing Date and ending on the second (2^nd) anniversary following the Merger Closing Date; and (ii) promptly eliminate all “Company Outstanding Liabilities” during the period commencing on the Merger Closing Date and ending on the third (3^rd) anniversary of the Merger Closing Date. For the avoidance of doubt, commercially reasonable efforts shall not include, among other actions, pursuing new clinical, manufacturing or enabling work with respect to the CVR Products.

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The CVR holders will have no greater rights against Parent under the CVR Agreement, or the Guarantor under the Limited Guaranty, than those of general unsecured creditors of Parent or the Guarantor, as applicable, including in the event of any bankruptcy. The CVRs would be effectively junior in right of payment to all of Parent’s and the Guarantor’s secured obligations to the extent of the collateral securing such obligations, and the CVRs would be pari passu with all of Parent’s and the Guarantor’s unsecured obligations, including trade payables, pursuant to the CVR Agreement and the Limited Guaranty, as applicable. The Guarantor’s obligation with respect to the CVRs under the Limited Guaranty is subject to a cap of an amount equivalent to the CVR Proceeds, plus certain enforcement costs, under the Merger Agreement and CVR Agreement.

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It is currently anticipated that up to an aggregate of 61,432,345 CVRs will be issued, representing CVRs to be issued as part of the consideration for each of the issued and outstanding Shares, as well as Shares underlying each outstanding In-the-Money Option and Company Restricted Stock Unit immediately prior to the Effective Time. For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.”

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Yes. You will only receive payments with respect to your CVRs upon:

(i)

the receipt of Net Proceeds by Parent or any of its affiliates, including Kronos after the Merger, from any sale, transfer, license or other disposition of all or any part of the CVR Products by Parent or any of its affiliates, including Kronos after the Merger, that occurs, and such Net Proceeds are received, within the period beginning on the Merger Closing Date and ending on the second (2nd) anniversary following the Merger Closing Date;

(ii)

the receipt of Net Proceeds by Parent or any of its affiliates, including Kronos after the Merger, from any sale, transfer, license or other disposition of all or any part of the Legacy Products by Kronos that occurs prior to the Merger Closing Date and such Net Proceeds are received within the period beginning on the Merger Closing Date and ending on the sixth (6^th) anniversary following the Merger Closing Date;

(iii)

the realization of any net savings equal to the amount by which the Closing Net Cash as finally determined pursuant to the Merger Agreement exceeds $40,000,000, adjusted for any claims that arise prior to 30 days following the Merger Closing Date that are not accounted for in such Closing Net Cash; and

(iv)

the realization of any net savings versus the Closing Net Cash as finally determined pursuant to the Merger Agreement between the Merger Closing Date and the third (3^rd) anniversary of the Merger Closing Date, and any net savings for each such period shall include the following amounts to account for interest earned by Parent: (A) if the elimination of substantially all of the Company Outstanding Liabilities occurs: (1) between the Merger Closing Date and the first (1^st) anniversary of the Merger Closing Date: $0; (2) between the first (1^st) anniversary of the Merger Closing Date and the second (2^nd) anniversary of the Merger Closing Date: $1,000,000; and (3) between the second (2^nd) anniversary of the Merger Closing Date and the third (3^rd) anniversary of the Merger Closing Date: $2,000,000; or (B) if the third (3^rd) anniversary of the Merger Closing Date occurs and the elimination of substantially all of the Company Outstanding Liabilities has not yet occurred: $2,000,000.

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Disposition Proceeds: The co-offerors’ estimate of the Disposition Proceeds is based on the co-offerors’ assessment of the CVR Products. The CVR Products are early-stage product candidates for which the Parent intends to further advance in preclinical development. The co-offerors estimate, based on their experience operating and investing in biotechnology companies and co-offerors’ independent research, including a review of 12 non-affiliated disposition transactions of preclinical assets that occurred in the last 2 years, and assuming that the co-offerors are successful in the Disposition of the CVR Products and receiving Disposition Proceeds during the Disposition CVR Period, that the Disposition Proceeds could be between $0.17-0.25 per CVR, calculated on a probability-weighted basis. Nevertheless, there is uncertainty regarding co-offerors’ ability to attract a potential acquirer for the CVR Products. Even if co-offerors were to be successful in negotiating transaction terms with a potential acquirer of the CVR Products, the transaction may include future development, regulatory or commercial milestone payments, thus, there is uncertainty regarding whether any potential acquirer of the CVR Products would be able to: (i) initiate and complete successful nonclinical studies and clinical trials for any product related to or based upon the CVR Products; (ii) conduct sufficient clinical trials or other studies to support the approval and commercialization of any product related to the CVR Products; (iii) demonstrate to the satisfaction of the U.S. Food and Drug Administration and similar foreign regulatory authorities the safety and efficacy and acceptable risk-to-benefit profile of any product related to the CVR Products; (iv) seek and obtain regulatory marketing approvals for any product related to the CVR Products; (v) establish and maintain supply and manufacturing relationships with third parties to ensure adequate and legally compliant manufacturing of bulk drug substances and drug products to maintain that supply, (vi) launch and commercialize any product candidates that were to obtain marketing approval and, if launched, successfully establish a sales, marketing and distribution infrastructure; (vii) demonstrate the necessary safety data post-approval to ensure continued regulatory approval; (viii) demonstrate the actual and perceived benefits of any product related to the CVR Products, if approved, relative to existing and future alternative therapies based upon availability, cost, risk and safety profile, drug-drug interactions, ease of administration, side effects and efficacy; (ix) obtain coverage and adequate product reimbursement from third-party payors, including government payors; (x) achieve market acceptance for any approved products; (xi) address any competing technological and market developments; (xii) negotiate favorable terms in any collaboration,

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Legacy Product Disposition Proceeds: The co-offerors’ estimate of the Legacy Product Disposition Proceeds is based on the co-offerors’ assessment of the Legacy Products. The co-offerors believe, based on certain non-binding term sheets received by Kronos to date and the aforementioned risks for a potential acquirer following a disposition, the Legacy Product Disposition Proceeds could be between $0.00–0.01 per CVR.

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Additional Closing Net Cash Proceeds: The co-offerors estimate that the amount that will be payable under the CVRs with respect to the Additional Closing Net Cash Proceeds could be between $0.02–0.05 per CVR. The co-offerors’ estimate is based on co-offerors’ current assessment of projected Closing Net Cash as of the Merger Closing Date, adjusted for any claims that arise prior to 30 days following the Merger Closing Date that are not accounted for in such Closing Net Cash. For example, if the Closing Net Cash as finally determined in accordance with the Merger Agreement is estimated to be $41,000,000, and there are no adjustments for claims that arise within 30 days following the Merger Closing Date, then the Closing Net Cash in excess of $40,000,000 would be $1,000,000, or approximately $0.02 per CVR.

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Further Savings Proceeds: The co-offerors estimate that the amount that will be payable under the CVRs with respect to the Further Savings Proceeds could be between $0.02–0.04 per CVR. The co-offerors’ estimate is based on: (i) co-offerors’ extensive experience operating biotechnology companies and responsibly handling operating activities that are necessary following the close of an acquisition through its operating team, which includes staff in clinical operations, biometrics, quality, safety, clinical systems, regulatory affairs, business development and finance; and (ii) net savings of up to $2,000,000 to account for interest earned as provided in the CVR Agreement. By way of example, if the Surviving Corporation did not realize any net savings by the third (3^rd) anniversary of the Merger Closing Date, then the total net savings would be $2,000,000 to account for interest earned as provided in the CVR Agreement and the Further Savings Proceeds would be $1,000,000 (50% of $2,000,000 net savings to account for interest earned), or approximately $0.02 per CVR. Conversely, if the Surviving Corporation realized $2,000,000 in net savings by the second (2^nd) anniversary of the Merger Closing Date, but did not eliminate substantially all of the Company Outstanding Liabilities by the third (3^rd) anniversary of the Merger Closing Date, resulting in an additional $2,000,000 of net savings to account for interest earned as provided in the CVR Agreement, then the total Further Savings Proceeds would be $2,600,000 (80% of $2,000,000 net savings realized by the second (2^nd) anniversary of the Merger Closing Date plus 50% of $2,000,000 net savings realized to account for interest earned by the third (3^rd) anniversary of the Merger Closing Date) or approximately $0.04 per CVR.

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In considering whether to tender your Shares in the Offer, you should consider that it is entirely possible that no cash will be distributed to the holders of the CVR under the terms of the CVR Agreement

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For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.”

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The CVRs will not be transferable except: (a) upon death of the holder by will or intestacy; (b) pursuant to a court order; (c) by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (d) in the case of CVRs held in book-entry or other similar nominee form, from a nominee to a beneficial owner and, if applicable, through an intermediary, to the extent allowable by the Depository Trust Company (“DTC”)); or (e) that CVRs may be abandoned, as provided under Section 2.7 of the CVR Agreement. For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.”

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In addition to the terms and conditions described above, the CVRs will not have any voting or dividend rights and will not represent any equity or ownership in Parent, any constituent corporation party to the Merger or any of its affiliates. Except with respect to the Further Savings Proceeds, no interest will accrue or become payable in respect of any of the amounts that may become payable on the CVRs. For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.”

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Parent, through Purchaser, has undertaken to acquire control of, and the entire equity interest in, Kronos because it believes it is a good investment. See “Special Factors—Section 2. Purpose of the Offer and Plans for Kronos” and “The Tender Offer—Section 1. Terms of the Offer.”

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Pursuant to the Merger Agreement, Purchaser’s obligation to accept Shares tendered in the Offer is subject to the satisfaction or waiver of certain conditions. Purchaser will not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), pay for any Shares tendered pursuant to the Offer and, subject to the terms of the Merger Agreement, may delay the acceptance for payment of or payment for Shares or may terminate or amend the Offer, if:

(a)

prior to the Expiration Date, there shall not have been validly tendered (and not properly withdrawn) at least one Share more than 50% of the number of Shares that are then issued and outstanding as of the expiration of the Offer (the “Minimum Tender Condition”); or

(b)

any of the following conditions exist or shall have occurred and be continuing at the Expiration Date:

(i)

there shall be any Legal Restraint (as defined in the Merger Agreement) in effect preventing or prohibiting the consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or CVR Agreement;

(ii)

(A) (1) any representation or warranty of Kronos set forth in Article IV of the Merger Agreement (other than those set forth in Section 4.01 (Organization, Standing and Power) (but only with respect to the first and second sentences thereof), Section 4.02 (Capital Structure), Section 4.04 (Authority; Execution and Delivery; Enforceability), Section 4.05(a)(i) (No Conflicts; Consents), Section 4.08(a) (No Material Adverse Effect), Section 4.20 (Brokers and Other Advisors), Section 4.22 (Opinion of Financial Advisors) and Section 4.23 (No Vote Required)) shall not be true and correct as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), other than for such failures to be true and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Merger Agreement) (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”), (2) any representation or warranty of Kronos set forth in Section 4.01 (Organization, Standing and Power) (but only with respect to the first and second sentences thereof), Section 4.02(a), (b), (c), (d), (e), (f) and (g) (Capital Structure), Section 4.04 (Authority; Execution and Delivery; Enforceability), Section 4.05(a)(i) (No Conflicts), Section 4.20 (Brokers and other Advisors), Section 4.22 (Opinion of Financial Advisors), Section 4.23 (No Vote Required), and the Closing Net Cash Schedule (as defined in the Merger Agreement) shall not be true and correct in all material respects as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such

(iii)

Kronos shall have failed to perform in all material respects the obligations to be performed by it as of such time under the Merger Agreement, including without limitation Kronos’ obligations under Section 6.02 of the Merger Agreement;

(iv)

Parent shall have failed to receive from Kronos a certificate, dated as of the date on which the Offer expires and signed by an executive officer of Kronos, certifying to the effect that the Offer Conditions set forth in clauses (ii) and (iii) have been satisfied as of immediately prior to the expiration of the Offer;

(v)

the Merger Agreement shall have been validly terminated in accordance with its terms (the “Termination Condition”); or

(vi)

the Closing Net Cash (as defined in the Merger Agreement) as finally determined pursuant to Section 2.01(d) of the Merger Agreement is less than $40,000,000 (the “Minimum Cash Condition”).

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Yes. Kronos, Parent and Purchaser have entered into the Merger Agreement. The Merger Agreement provides, among other things, for the terms and conditions of the Offer and, following consummation of the Offer, the Merger. See “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” Additionally, the obligations of Parent and Purchaser under the Merger Agreement have been guaranteed by the Guarantor pursuant to the Limited Guaranty, subject to the terms and conditions set forth therein.

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Yes. Purchaser expects: (i) to pay cash consideration for all Shares accepted for payment in the Offer with some or all of Kronos’ Closing Net Cash as finally determined pursuant to the Merger Agreement, and (ii) any payments of CVR Proceeds, if any, will be self-funded with: (i) 50% of the Net Proceeds, if any, from any sale, transfer, license or other disposition by Concentra or any of its affiliates, including Kronos after the Merger, of all or any part of the CVR Products (described above) that occurs, and such Net Proceeds are received, within the Disposition CVR Period (described above); (ii) 100% of the Net Proceeds, if any, from any sale, transfer, license or other disposition by Kronos of all or any part of any of the Legacy Products (described above) that occurs prior to the Merger Closing Date and such Net Proceeds are received within the period beginning on the Merger Closing Date and ending on the Expiration Date (described above); (iii) 100% of cost savings realized prior to the Merger Closing Date; (iv) 80% of cost savings realized between the Merger Closing Date and the second (2^nd) anniversary of the Merger Closing Date; and (v) 50% of cost savings realized between the second (2^nd) anniversary of the Merger Closing Date and the third (3^rd) anniversary of the Merger Closing Date, and such cost savings include a certain amount of interest during such periods, each

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In addition, in connection with the execution of the Merger Agreement, the Guarantor agreed to guarantee certain of Parent’s and Purchaser’s obligations under the Merger Agreement and certain Parent’s obligations under the CVR Agreement, subject to the terms and conditions set forth in the Limited Guaranty. The Guarantor’s obligations under the Limited Guaranty are subject to a cap of $35,000,000 under the Merger Agreement and an amount equivalent to the CVR Proceeds, plus certain enforcement costs, under the Merger Agreement and CVR Agreement. See “Special Factors—Section 2. Purpose of the Offer and Plans for Kronos” “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 8. Source and Amount of Funds.”

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No. Purchaser has been organized solely in connection with the Merger Agreement and this Offer and has not carried on any activities other than in connection with the Merger Agreement and this Offer. Purchaser’s financial condition is not relevant to your decision to tender in the Offer because: (i) the form of payment consists solely of cash (which may be supported entirely by Kronos’ Closing Net Cash as finally determined in accordance with the Merger Agreement); (ii) any payments of CVR Proceeds will be self-funded (as described above); (iii) the Offer is not subject to any financing conditions; (iv) the Offer is for all outstanding Shares of Kronos; and (v) the Purchaser does not have any relevant historical information. See “The Tender Offer—Section 8. Source and Amount of Funds.”

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In addition, in connection with the execution of the Merger Agreement, the Guarantor agreed to guarantee certain of Parent’s and Purchaser’s obligations under the Merger Agreement and certain of Parent’s obligations under the CVR Agreement, subject to the terms and conditions set forth in the Limited Guaranty. The Guarantor’s obligations under the Limited Guaranty are subject to a cap of $35,000,000 under the Merger Agreement and an amount equivalent to the CVR Proceeds, plus certain enforcement costs, under the Merger Agreement and CVR Agreement.

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You will have until one minute after 11:59 p.m. Eastern Time on June 13, 2025, to tender your Shares in the Offer, unless Purchaser extends the Offer, in which event you will have until the Expiration Date of the Offer as so extended. See also “The Tender Offer—Section 1. Terms of the Offer.”

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Yes, the Offer can be extended. We have agreed in the Merger Agreement, subject to our rights to terminate the Merger Agreement in accordance with its terms, if on any then-scheduled expiration of the Offer the Minimum Tender Condition has not been satisfied or any Offer Condition (as defined in the Merger Agreement) has not been satisfied or waived by Purchaser (set forth in “The Tender Offer—Section 9. Conditions of the Offer”), Purchaser may, in its discretion, or at the request of Kronos, Purchaser shall, extend the Offer: (i) for periods of up to 10 business days per extension to permit such Offer Condition to be satisfied; or (ii) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (“SEC”) or the staff thereof or the rules of The Nasdaq Global Select Market (“Nasdaq”) applicable to the Offer; provided, that, Purchaser shall not, and shall not be required to, extend the Offer beyond July 29, 2025 (the “Outside Date”).

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If Purchaser further extends the Offer, we will inform Broadridge Corporate Issuer Solutions, LLC, the depositary and paying agent for this Offer (the “Depositary and Paying Agent”), of that fact and will file with the SEC and disseminate to the holders of Shares, as and to the extent required by law, a

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If you hold your Shares directly as the registered owner, you can tender your Shares in the Offer by delivering the certificates representing your Shares, together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary and Paying Agent not later than the expiration of the Offer. See “The Tender Offer—Section 3. Procedures for Tendering Shares.” The Letter of Transmittal is enclosed with this Offer to Purchase.

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If you hold your Shares in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details.

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In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary and Paying Agent of certificates for such Shares (or an Agent’s Message in lieu of the Letter of Transmittal in the case of a book-entry transfer of such Shares as described in “The Tender Offer—Section 3. Procedures for Tendering Shares”) and a properly completed and duly executed Letter of Transmittal and any other required documents for such Shares. See also “The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares.”

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You may withdraw previously tendered Shares any time prior to one minute after 11:59 p.m. Eastern Time on June 13, 2025, unless Purchaser extends the Offer. See “The Tender Offer—Section 4. Withdrawal Rights.”

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In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after July 14, 2025, which is the 60^th day after the date of the commencement of the Offer, unless such Shares have already been accepted for payment by Purchaser pursuant to the Offer.

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To withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary and Paying Agent while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See “The Tender Offer—Section 4. Withdrawal Rights.”

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After careful consideration, the Kronos board of directors (the “Kronos Board”), duly recommended that you accept the Offer. Kronos’ full statement on the Offer is set forth in its Solicitation/Recommendation Statement on Schedule 14D-9, which it has filed with the SEC on May 15, 2025. See also the “Introduction” below.

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If we accept Shares for payment pursuant to the Offer, then the Minimum Tender Condition will have been satisfied and we will hold a sufficient number of Shares to effect the Merger without a vote by Kronos stockholders under the General Corporation Law of the State of Delaware (the “DGCL”). If the Merger occurs, then Kronos will become a wholly owned subsidiary of Parent and each issued and then outstanding Share, other than Shares held in the treasury by Kronos, held by any stockholders, or owned by any beneficial owners, of Kronos who are entitled to and who properly exercise appraisal rights under Delaware law or owned by Parent, Purchaser or any other subsidiary of Parent at the

•

Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. As required by Section 251(h) of the DGCL, the Merger Agreement provides that the Merger shall be effected as soon as practicable following the time Purchaser first irrevocably accepts for purchase the Shares tendered in the Offer (the “Offer Closing Time”). See “Special Factors—Section 2. Purpose of the Offer and Plans for Kronos” and “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.”

•

No. Immediately following the Offer Closing Time and satisfaction or waiver (to the extent permitted by applicable law) of the conditions to the Merger, we expect to complete the Merger pursuant to applicable provisions of the DGCL, after which the Surviving Corporation will be a wholly owned subsidiary of Parent, and the Shares will be delisted from Nasdaq, and Kronos’ obligations to file periodic reports under the Exchange Act will be suspended, and Kronos will be privately held. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.”

•

If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the Offer Price as if you had tendered your Shares in the Offer, unless an appraisal demand is made with respect to your Shares.

•

If you decide not to tender your Shares in the Offer and the Merger does not occur, you will remain a stockholder of Kronos. Subject to limited conditions, if we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.”

•

Following the Offer Closing Time, the Shares may no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.”

•

On May 14, 2025, the last full trading day prior to the date of this Offer to Purchase, the last reported closing price per Share reported on Nasdaq was $0.73. See “Special Factors—Section 4. Price Range of Shares; Dividends.”

•

If the conditions to the Offer as set forth in the Introduction and “The Tender Offer—Section 9. Conditions of the Offer” are satisfied or waived and Purchaser consummates the Offer and accepts your Shares for payment, we will pay you a dollar amount in cash equal to the number of Shares you tendered multiplied by the Cash Amount, plus one CVR for each Share, in each case, without interest and subject to any applicable tax withholding, promptly following the time at which Purchaser accepts for payment Shares tendered in the Offer (and in any event within three business days). See “The Tender Offer—Section 1. Terms of the Offer” and “The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares.”

•

We will pay to the holders of CVRs: (a) with respect to Disposition Proceeds and Legacy Product Disposition Proceeds payable to Holders, no later than thirty (30) days following the receipt of Gross Proceeds by Parent or any of its affiliates; (b) with respect to any Further Savings Proceeds payable to

•

For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.”

•

As of immediately prior to the Effective Time, the vesting for each Company Stock Option and, as of immediately prior to the Offer Closing Time, the vesting for each Company Restricted Stock Unit, shall be accelerated and: (i) (A) each Company Stock Option that has an exercise price per share that is less than the Cash Amount (each, an “In-the-Money Option”) that is then outstanding will be cancelled and, in exchange therefor, the holder of such cancelled In-the-Money Option will be entitled to receive in consideration of the cancellation of such In-the-Money Option (1) an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per share of Shares underlying such In-the-Money Option by (y) the number of Shares underlying such In-the-Money Option as of immediately prior to the Effective Time, and (2) one CVR for each Share subject thereto, and (B) each Company Stock Option that has an exercise price per share that is equal to or greater than the Cash Amount that is then outstanding will be cancelled for no consideration; and (ii) each Company Restricted Stock Unit that is then outstanding will be cancelled and, in exchange therefor, the holder of such cancelled Company Restricted Stock Unit will be entitled to receive in consideration of the cancellation of such Company Restricted Stock Unit (A) an amount in cash without interest, less any applicable tax withholding, equal to the Cash Amount, and (B) one CVR.

•

The receipt of cash and CVRs in exchange for Shares pursuant to the Offer or the Merger will generally be treated for U.S. federal income tax purposes either as: (1) consideration received in a “sale or exchange” of the Shares that you exchange in the Offer or the Merger; or (2) as a distribution in respect of your Shares. The amount of income, gain or loss a holder recognizes, and the timing and character of such income, gain or loss will depend on the U.S. federal income tax treatment of the CVRs, with respect to which there is uncertainty. To the extent required to take a position, we intend to act consistently with the receipt of the CVRs as part of a “closed transaction” for U.S. federal income tax purposes. Assuming such treatment is respected by the Internal Revenue Service (“IRS”), a U.S. Holder (as defined below in “Special Factors—Section 7. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger”) is expected (except to the extent any portion of such payment is required to be treated as imputed interest as defined below in “Special Factors—Section 7. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger”) to recognize income, gain or loss equal to the difference, if any, between: (i) the sum of the Cash Amount received plus the fair market value (determined as of the closing of the Offer or the Effective Time, as the case may be) of any CVRs received; and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold or exchanged. We urge you to consult your own tax advisor as to the particular tax consequences to you of the Offer and the Merger (including the application and effect of any state, local or non-U.S. income and other tax laws). See “Special Factors—Section 7. Material U.S. Federal Income Tax Consequences of the Offer and the Merger” for a more detailed discussion of material U.S. federal income tax consequences of the Offer and the Merger.

•

No appraisal rights are available to the holders of record and beneficial owners of Shares in connection with the Offer, and stockholders who tender their Shares in the Offer will not have appraisal rights in connection with the Merger. However, if Purchaser purchases Shares in the Offer and the Merger is consummated, holders of record and beneficial owners of Shares outstanding as of immediately prior to the Effective Time who: (i) did not tender their Shares in the Offer (or, if tendered, validly and subsequently withdrew such Shares prior to the time Parent accepts properly tendered Shares for purchase); (ii) otherwise comply with the applicable procedures under Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to demand appraisal of their Shares and may be entitled to receive in lieu of the consideration payable in the Merger a cash payment equal to the “fair value” of their Shares, as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL plus interest, if any, on the amount determined to be the fair value.

•

The “fair value” of the Shares as determined by the Delaware Court of Chancery could be based upon considerations other than, or in addition to, the price paid in the Offer and the Merger and the market value of such Shares. Persons considering appraisal should recognize that the value determined in an appraisal proceeding of the Delaware Court of Chancery could be higher or lower than, or the same as, the Offer Price and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, is not an opinion as to, and does not otherwise address, fair value under the DGCL. Moreover, Parent and Kronos may argue in an appraisal proceeding that, for purposes of such proceeding, the “fair value” of such Shares is less than the Offer Price.

•

Any person who desires to exercise appraisal rights in connection with the Merger should carefully review Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights.

•

The foregoing summary of appraisal rights under the DGCL does not purport to be a statement of the procedures to be followed by persons desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law, which are contained in Section 262 of the DGCL and will be further summarized in a notice of the availability of appraisal rights to be sent by Kronos. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law, including without limitation, Section 262 of the DGCL, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. For more information regarding appraisal rights, see “The Tender Offer—Section 11. Certain Legal Matters; Regulatory Approvals.”

•

If you tender your Shares in the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares but, instead, subject to the conditions of the Offer, you will receive the Offer Price for your Shares.

•

You can call MacKenzie Partners, Inc., the Information Agent, toll-free at (800) 322-2885 or email them at tenderoffer@mackenziepartners.com. See the back cover of this Offer to Purchase.

(i)

prior to the Expiration Date, the Minimum Tender Condition shall have not been satisfied; or

(ii)

any of the conditions set forth in “The Tender Offer—Section 9. Conditions of the Offer” shall exist or shall have occurred and be continuing at the Expiration Date of the Offer.

1.

BACKGROUND OF THE OFFER; CONTACTS WITH KRONOS.

2.

PURPOSE OF THE OFFER AND PLANS FOR KRONOS.

3.

REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

4.

PRICE RANGE OF SHARES; DIVIDENDS.

5.

POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; NASDAQ LISTING; EXCHANGE ACT REGISTRATION AND MARGIN REGULATIONS.

6.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER AND THE MERGER.

1.

TERMS OF THE OFFER.

(A)

reduce the number of Shares subject to the Offer;

(B)

reduce the Offer Price;

(C)

waive, amend or modify the Termination Condition or the Minimum Tender Condition;

(D)

add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of the Shares, or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer of the Merger;

(E)

terminate, extend or otherwise modify the Expiration Date of the Offer other than as provided in the Merger Agreement;

(F)

change the form or terms of consideration payable in the Offer;

(G)

otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Shares; or

(H)

provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act.

2.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.

3.

PROCEDURES FOR TENDERING SHARES.

4.

WITHDRAWAL RIGHTS.

5.

CERTAIN INFORMATION CONCERNING KRONOS.

6.

CERTAIN INFORMATION CONCERNING PARENT AND PURCHASER.

7.

SUMMARY OF THE MERGER AGREEMENT AND CERTAIN OTHER AGREEMENTS.

(A)

reduce the number of Shares subject to the Offer;

(B)

reduce the Offer Price;

(C)

waive, amend or modify the Termination Condition or the Minimum Tender Condition;

(D)

add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of the Shares, or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer of the Merger;

(E)

terminate the Offer, extend or otherwise amend or modify the Expiration Date of the Offer other than as provided in the Merger Agreement;

(F)

change the form or terms of consideration payable in the Offer;

(G)

otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to the holders of Shares; or

(H)

provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act.

(i)

there must not be any judgment issued, or other legal restraint or prohibition imposed, in each case, by any governmental entity of competent jurisdiction, or law, in each case, (collectively, “Legal Restraints”) preventing or prohibiting the consummation of the Merger; and

(ii)

Purchaser must have accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer.

(i)

by mutual written consent of Parent, Purchaser and Kronos (in the case of Kronos, upon approval of the Kronos Board);

(ii)

by either Parent or Kronos (in the case of Kronos, upon approval of the Kronos Board) if:

a.

(A) the Offer Closing Time shall not have occurred on or before 11:59 p.m. Eastern Time on July 29, 2025 (the “Outside Date”) or (B) the Offer shall have expired or been terminated in accordance with its terms and in accordance with the Merger Agreement without Purchaser having purchased any Shares; provided that the right to terminate the Merger Agreement shall not be available to any party if such occurrence is primarily due to a material breach of the Merger Agreement by such party; or

b.

any Legal Restraint permanently preventing or prohibiting the consummation of the Offer or the Merger shall be in effect and shall have become final and non-appealable; provided, that the right to terminate the Merger Agreement shall not be available to any party if such Legal Restraint is primarily due to such party’s failure to comply in all material respects with its reasonable best efforts obligations under Section 7.02 of the Merger Agreement, as described above;

(iii)

by Parent, if Kronos breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform individually or in the aggregate with all such other breaches or failures to perform (A) would result in the failure of an Offer Condition and (B) cannot be or has not been cured prior to the earlier of (x) 30 days after giving written notice to Kronos of such breach or failure to perform and (y) the Outside Date; provided that Parent and Purchaser are not then in material breach of the Merger Agreement (a “Kronos Breach Termination”);

(iv)

by Parent if an Adverse Recommendation Change has occurred;

(v)

by Parent if the Closing Net Cash as finally determined pursuant to the Merger Agreement is less than $40,000,000 (a “Minimum Cash Termination”);

(vi)

by Kronos (upon approval of the Kronos Board), if (A) Purchaser fails to commence the Offer, except in the event of a violation by Kronos of its obligations under the Merger Agreement, (B) Purchaser shall have terminated the Offer prior to its expiration date (as may be extended) other than in accordance with the Merger Agreement, or (C) all of the Offer Conditions have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the time Purchaser consummates the Offer, but subject to such conditions being able to be satisfied or waived) as of immediately prior to the expiration of the Offer and the Offer Closing Time shall not have occurred within five (5) business days following the expiration of the Offer;

(vii)

by Kronos (upon approval of the Kronos Board), if Parent or Purchaser breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform (A) had or would reasonably be expected to, individually or in the aggregate with all such other breaches or failures to perform, result in a Parent Material Adverse Effect (as defined in the Merger Agreement) and (B) cannot be or has not been cured prior to the earlier of (x) thirty (30) days after the giving of written notice to Parent or Purchaser of such breach or failure to perform and (y) the Outside Date; provided that Kronos is not then in material breach of the Merger Agreement; or

(viii)

by Kronos (upon approval of the Kronos Board), if (A) the Kronos Board authorizes Kronos to enter into a definitive written agreement constituting a Superior Company Proposal (as defined below), (B) the Kronos

•

“Superior Company Proposal” means any written bona fide Company Takeover Proposal received after May 1, 2025 and that if consummated would result in a person or group (or the stockholders of any person) owning, directly or indirectly, (i) 50% or more of the aggregate voting power of the capital stock of Kronos or of the surviving entity or the resulting direct or indirect parent of Kronos or such surviving entity or (ii) 50% or more (based on the fair market value thereof, as determined in good faith by the Kronos Board) of the assets of Kronos on terms and conditions which the Kronos Board determines, in good faith, after consultation with outside counsel and its independent financial advisor, (A) would reasonably be expected to be more favorable from a financial point of view to the Kronos stockholders than the Transactions, taking into account all the terms and conditions (including all financial, regulatory, financing, conditionality, legal and other terms and conditions) of such proposal and the Merger Agreement; and (B) is reasonably likely to be completed.

(i)

Kronos terminates the Merger Agreement in connection with a Superior Company Proposal (as defined above) as described in clause (viii) of “Termination” above;

(ii)

Parent terminates the Merger Agreement in the event an Adverse Recommendation Change occurs; or

(iii)

(A) after May 1, 2025, a bona fide Company Takeover Proposal is publicly proposed or announced or becomes publicly known or otherwise communicated to management of Kronos or the Kronos Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced or communicated to the Kronos Board or management, has been withdrawn (x) in the case of a termination due to a material breach of the Merger Agreement, four (4) business days prior to the final expiration date of the Offer or (y) in the case of a Kronos Breach Termination, prior to the time of such breach, (B) the Merger Agreement is terminated due to the Offer Closing Time not having occurred on or before the Outside Date or a Kronos Breach Termination, and (C) within twelve (12) months after such termination, Kronos consummates, or enters into a definitive agreement with respect to, any Company Takeover Proposal.

•

For purposes of this “Termination Fee” (i) – (iii), the term “Company Takeover Proposal” means any inquiry, proposal or offer from any Person or group (other than Parent and its subsidiaries) relating to (i) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of (A) 50% or more (based on the fair market value thereof, as determined by the Kronos Board) of the assets of Kronos or (B) 50% or more of the aggregate voting power of the capital stock of Kronos, (ii) any tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving Kronos that, if consummated, would result in any Person or group (or the stockholders of any Person) beneficially owning, directly or indirectly, 50% or more of the aggregate voting power of the capital stock of Kronos or of the surviving entity or the resulting direct or indirect parent of Kronos or such surviving entity, other than, in each case, the Transactions or (iii) any combination of the foregoing.

•

(i) enter into any new line of business or enter into any agreement, arrangement or commitment that is in excess of $20,000 (individually or in the aggregate) or materially limits or otherwise restricts Kronos or its affiliates, including, following the Merger Closing, Parent and its affiliates (other than in the case of Parent and its affiliates, due to the operation of Parent’s or its affiliates’ own Contracts), from time to time engaging or competing in any line of business or in any geographic area; or (ii) otherwise enter into any agreements, arrangements or commitments in excess of $20,000 (individually or in the aggregate) or imposing material restrictions on its assets, operations or business;

•

(i) declare, set aside, establish a record date in respect of, accrue or pay any dividends on, or make any other distributions (whether in cash, stock, equity securities or property) in respect of, any of its capital stock; (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (iii) repurchase, redeem, offer to redeem or otherwise acquire, directly or indirectly any shares of capital stock of Kronos or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire any such shares of capital stock, except for (A) acquisitions of Shares with the surrender of Shares by holders of Company Stock Options and Company Restricted Stock Units outstanding on the Agreement Date, in the case of Company Stock Options, in order to pay the exercise price of Company Stock Options, (B) the withholding of Shares to satisfy tax obligations with respect to awards granted pursuant to the Company Stock Plans (as defined in the Merger Agreement) outstanding on the Agreement Date, and (C) the acquisition by Kronos of Company Stock Options and Company Restricted Stock Units in connection with the forfeiture of such awards, in each case, in accordance with their terms;

•

issue, grant, deliver, sell, authorize, pledge or otherwise encumber any shares of its capital stock or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire such shares, any Voting Company Debt or any other rights that give any person the right to receive any economic interest of any nature accruing to the holders of Shares, other than the Company Restricted Stock Units and issuances of Shares upon the exercise of Company Stock Options in accordance with their terms;

•

amend its certificate of incorporation, the Company Bylaws (as defined in the Merger Agreement) or other comparable organizational documents (except for immaterial or ministerial amendments);

•

form any subsidiary or acquire or agree to acquire, directly or indirectly, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any assets outside of the ordinary course of business, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person;

•

except as required pursuant to the terms of any Company Benefit Plan (as defined in the Merger Agreement) as in effect on the Agreement Date: (i) adopt, enter into, establish, terminate, amend or modify any collective bargaining agreement, Company Benefit Plan (or plan or arrangement that would be a Company Benefit Plan if in effect on the Agreement Date); (ii) grant to any director, employee or individual service provider of Kronos any increase in base compensation; (iii) grant to any director, employee or individual service provider of Kronos any increase in severance or termination pay; (iv) pay or award, or commit to pay or award, any bonuses or incentive or equity compensation; (v) enter into any employment, retention, consulting, change in control, severance or termination agreement with any director, employee or individual service provider of Kronos with an annual compensation above $250,000; (vi) take any action to vest or accelerate any rights or benefits under any Company Benefit Plan, or the funding of any payments or benefits under any Company Benefit Plan; or (vii) hire or terminate (other than for cause) the employment or service of any employee or individual service provider with an annual compensation above $250,000;

•

make any change in accounting methods, principles or practices, except as may be required: (i) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization; or (ii) by Law, including Regulation S-X promulgated under the Securities Act, in each case, as agreed to by Kronos’ independent public accountants;

•

sell, lease (as lessor), license or otherwise transfer (including through any “spin-off”), or pledge, encumber or otherwise subject to any Lien (other than a Permitted Lien), any properties or assets (including Intellectual Property) except: (i) sales or other dispositions of inventory and excess or obsolete properties or assets in the ordinary course of business; or (ii) pursuant to Contracts to which Kronos is a party made available to Parent and in effect prior to the Agreement Date;

•

sell, assign, lease, license, transfer, pledge, encumber or otherwise dispose of, permit to lapse or abandon, or, in the case of Trade Secrets, disclose to any third party: (i) any Trade Secret included in any Intellectual Property owned by Kronos; or (ii) any Intellectual Property owned by Kronos;

•

(i) incur or modify the terms of (including by extending the maturity date thereof) any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Kronos, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing; or (ii) make any loans, advances or capital contributions to, or investments in, any other Person;

•

make or agree to make any capital expenditures;

•

commence any Proceeding or pay, discharge, settle, compromise or satisfy: (i) any pending or threatened claims, liabilities or obligations relating to a Proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), other than any such payment, discharge, settlement, compromise or satisfaction of a claim solely for money damages in the ordinary course of business in an amount not to exceed $20,000 per payment, discharge, settlement, compromise or satisfaction or $20,000 in the aggregate for all such payments, discharges, settlements, compromises or satisfactions, provided such amounts are taken into account in the calculation of Closing Net Cash; or (ii) any litigation, arbitration, proceeding or dispute that relates to the Transactions (which shall be governed exclusively by Section 7.07 of the Merger Agreement);

•

make, change or revoke any tax election, change any annual tax accounting period or adopt or change any method of tax accounting, file any amended tax return, fail to timely file any tax return required to be filed (taking into account extensions obtained in the ordinary course of business) or pay any tax that is due or payable, enter into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law), settle or compromise any tax liability or refund, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for Taxes;

•

amend, cancel or terminate any insurance policy naming Kronos as an insured, a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage;

•

adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger);

•

except in the ordinary course of business or in connection with any transaction to the extent specifically permitted by any other subclause of this Section 6.01, enter into, terminate or modify in any respect, or expressly release any rights under, any Material Contract or any Contract that, if existing on the Agreement Date, would have been a Material Contract;

•

renew or enter into any agreement containing a non-compete, exclusivity, non-solicitation or similar clause that would restrict or limit, in any material respect, the operations of Kronos; or

•

authorize, commit or agree to take any of the foregoing actions.

•

corporate matters, such as due organization, organizational documents, good standing, qualification,

•

capitalization;

•

subsidiaries;

•

power and authority and enforceability;

•

absence of conflicts and required consents and approvals;

•

SEC filings, financial statements and absence of undisclosed liabilities;

•

accuracy of information supplied for purposes of the Schedule 14D-9 and the Offer Documents;

•

absence of certain changes (including a Company Material Adverse Effect (as defined below)) since December 31, 2024;

•

taxes;

•

material contracts;

•

litigation;

•

real property;

•

compliance with laws;

•

regulatory matters;

•

environmental matters;

•

labor matters;

•

employee benefit plans;

•

intellectual property;

•

privacy and data security;

•

brokers’ fees and expenses

•

absence of a stockholder rights plan and Takeover Laws;

•

fairness opinion of financial advisor; and

•

absence of any requirement for stockholder votes or consents in accordance with Section 251(h) of the DGCL.

(i)

general conditions (or changes therein) in the industries in which Kronos operates;

(ii)

general economic or regulatory, legislative or political conditions (or changes therein), including any actual or potential stoppage, shutdown, default or similar event or occurrence affecting a national or federal government, or securities, credit, banking, financial or other capital markets conditions (including changes generally in prevailing interest rates, currency exchange rates, credit markets or equity price levels or trading volumes), in each case, in the U.S., the European Union or elsewhere in the world;

(iii)

any change in applicable law or GAAP after the date of the Merger Agreement;

(iv)

geopolitical conditions, the outbreak or escalation of hostilities, any acts or threats of war (whether or not declared), sabotage or terrorism, or any escalation or worsening of any of the foregoing;

(v)

any epidemic, pandemic, disease outbreak or other public health-related event (or escalation or worsening of any such events or occurrences, including, in each case, the response of Governmental Officials (or any actions or omissions which are taken in compliance with applicable Law or any directive, guideline or recommendation of any Governmental Officials, in each case in connection with any of the foregoing)), hurricane, tornado, flood, fire, volcano, earthquake or other natural or man-made disaster or any other national or international calamity, crisis or disaster;

(vi)

the failure, in and of itself, of Kronos to meet any internal or external forward-looking projections, forecasts, estimates or predictions in respect of any financial or operating metrics before, on or after the date of the Merger Agreement, or changes in the market price or trading volume of the Shares or the credit rating of Kronos (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Company Material Adverse Effect if such facts are not otherwise excluded under this definition);

(vii)

the announcement, pendency or performance of any of the Transactions, including the identity of, or any facts or circumstances relating to, Parent, Purchaser or their respective affiliates, any stockholder litigation (direct or derivative) in respect of the Merger Agreement or any of the Transactions and any loss of or change in relationship, contractual or otherwise, with any governmental entity, supplier, vendor, service provider, collaboration partner, licensor, licensee, landlord or any other party having business dealings with Kronos, or departure of any employees or officers, of Kronos;

(viii)

Kronos’ compliance with the covenants contained in the Merger Agreement; or

(ix)

any action taken by Kronos at Parent’s express written request or with Parent’s express written consent.

•

corporate matters, such as due organization and good standing;

•

power and authority and enforceability;

•

absence of conflicts and required consents and approvals;

•

accuracy of information supplied for purposes of the Schedule 14D-9 and the Offer Documents;

•

broker’s fees and expenses;

•

litigation;

•

ownership of certain Kronos common stock; and

•

the Limited Guaranty;

•

sufficiency of funds;

•

ownership of competing businesses; and

•

foreign person status.

(i)

“Disposition Proceeds”: 50% of the Net Proceeds (as defined in the CVR Agreement), if any, from any sale, transfer, license or other disposition by Concentra or any of its affiliates, including Kronos after the Merger, of all or any part of Kronos’ product candidates known as KB-9558, a p300 lysine

(ii)

“Legacy Product Disposition Proceeds”: 100% of the Net Proceeds, if any, from any sale, transfer, license or other disposition by Kronos of all or any part of any of Kronos’ product candidates known as istisociclib, or KB-0742, a cyclin dependent kinase 9 (CDK9) inhibitor, lanraplenib, a spleen tyrosine kinase (SYK) inhibitor and entospletinib, an SYK inhibitor (together, the “Legacy Products”) that occurs prior to the Merger Closing Date and such Net Proceeds are received within the period beginning on the Merger Closing Date and ending on the sixth (6^th) anniversary following the Merger Closing Date (the “Expiration Date”);

(iii)

“Additional Closing Net Cash Proceeds”: 100% of the amount by which the Closing Net Cash as finally determined pursuant to the Merger Agreement exceeds $40,000,000, adjusted for any claims that arise prior to 30 days following the Merger Closing Date that are not accounted for in such Closing Net Cash; and

(iv)

“Further Savings Proceeds”: (a) 80% of any net savings versus the Closing Net Cash that is realized between the Merger Closing Date and the second (2^nd) anniversary of the Merger Closing Date; and (b) 50% of any net savings versus the Closing Net Cash that is realized between the second (2^nd) anniversary of the Merger Closing Date and the third (3^rd) anniversary of the Merger Closing Date, and any net savings for each such period shall include the following amounts to account for interest earned by Parent: (x) if the elimination of substantially all of the outstanding liabilities as set forth on Kronos’ audited balance sheet for the year ended December 31, 2024 (the “Company Outstanding Liabilities”) occurs: (1) between the Merger Closing Date and the first (1^st) anniversary of the Merger Closing Date: $0; (2) between the first (1^st) anniversary of the Merger Closing Date and the second (2^nd) anniversary of the Merger Closing Date: $1,000,000; and (3) between the second (2^nd) anniversary of the Merger Closing Date and the third (3^rd) anniversary of the Merger Closing Date: $2,000,000; or (y) if the third (3^rd) anniversary of the Merger Closing Date occurs and the elimination of substantially all of the Company Outstanding Liabilities has not yet occurred: $2,000,000. For the avoidance of doubt, any proceeds received from the sale, transfer, license or other disposition by Parent or any of its affiliates, including Kronos after the Merger, of all or any part of any CVR Products or Legacy Products shall be excluded from the Further Savings Proceeds.

8.

SOURCE AND AMOUNT OF FUNDS.

9.

CONDITIONS OF THE OFFER.

(a)

prior to the Expiration Date, there shall not have been validly tendered (and not properly withdrawn) at least one Share more than 50% of the number of Shares that are then issued and outstanding as of the expiration of the Offer (the “Minimum Tender Condition”); or

(b)

any of the following conditions exist or shall have occurred and be continuing at the Expiration Date:

(i)

there shall be any Legal Restraint (as defined in the Merger Agreement) in effect preventing or prohibiting the consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or CVR Agreement;

(ii)

(A)

(1) any representation or warranty of Kronos set forth in Article IV of the Merger Agreement

(other than those set forth in Section 4.01 (Organization, Standing and Power) (but only with respect to the first and second sentences thereof), Section 4.02 (Capital Structure), Section 4.04 (Authority; Execution and Delivery; Enforceability), Section 4.05(a)(i) (No Conflicts), Section 4.08(a) (No Material Adverse Effect), Section 4.20 (Brokers and Other

(B)

Kronos shall have failed to perform in all material respects the obligations to be performed by it as of such time under the Merger Agreement, including without limitation Kronos’ obligations under Section 6.02 of the Merger Agreement;

(C)

Parent shall have failed to receive from Kronos a certificate, dated as of the date on which the Offer expires and signed by an executive officer of Kronos, certifying to the effect that the Offer Conditions set forth in clauses (A) and (B) have been satisfied as of immediately prior to the expiration of the Offer;

(iii)

the Merger Agreement shall have been validly terminated in accordance with its terms (the “Termination Condition”); or

(iv)

the Closing Net Cash as finally determined pursuant to Section 2.01(d) of the Merger Agreement is less than $40,000,000 (the “Minimum Cash Condition”).

10.

DIVIDENDS AND DISTRIBUTIONS.

11.

CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.

•

within the later of the consummation of the Offer (which will occur at the date and time of the acceptance for payment of Shares pursuant to and subject to the conditions of the Offer) and 20 days after the mailing of the Schedule 14D-9, deliver to Kronos at the address indicated in the Schedule 14D-9 a written demand for appraisal of their Shares, which demand must reasonably inform Kronos of the identity of the person making the demand and that the person is demanding appraisal and, in the case of a demand made by a beneficial owner of Shares, must also reasonably identify the holder of record of the Shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list required by subsection (f) of Section 262 of the DGCL;

•

not tender his, her or its Shares pursuant to the Offer (or, if tendered, validly and subsequently withdraw such Shares prior to the time Parent accepts properly tendered Shares for purchase); and

•

continuously hold of record or beneficially own, as applicable, the Shares from the date on which the written demand for appraisal is made through the Effective Time.

12.

FEES AND EXPENSES.

13.

MISCELLANEOUS.

1.

Concentra Merger Sub IV, Inc.

2.

Concentra Biosciences, LLC

3.

Tang Capital Management, LLC

4.

Tang Capital Partners, LP