[8-K] CoreWeave, Inc. Reports Material Event

Rhea-AI Filing Summary

iTeos Therapeutics (ITOS) entered into a definitive Agreement & Plan of Merger on 18-Jul-2025 with Concentra Biosciences.

• Tender offer: $10.047 cash per share plus one contingent value right (CVR); offer must start within 10 business days.
• Key conditions: more than 50% of voting shares tendered, no legal restraints, customary reps & warranties, and minimum $475 m Closing Net Cash; no financing condition.
• Post-offer merger: Merger Sub will be merged into ITOS under DGCL §251(h), creating a wholly-owned Concentra subsidiary without further shareholder vote.
• CVR economics: 100% of cash above $475 m and 80% of proceeds from divestiture of specified pipeline assets completed within six months of closing, payable up to eight years.
• Protections: Tang Capital issued a limited guaranty capped at $465 m; board unanimously recommends the transaction; directors & officers (≈0.6% ownership) signed tender support agreements.
• Break fees: $8.4 m if ITOS accepts a superior proposal; Concentra can recover up to $0.5 m expenses if net cash threshold missed.
• Related items: ITOS terminated its 2020 ESPP and reached a Mutual Termination Agreement with GSK requiring a $32 m payment.
• Timeline: Offer/merger must close by 16-Oct-2025 or either party may terminate.

Positive

• All-cash offer of $10.047 per share provides immediate liquidity to shareholders.
• No financing contingency and a $465 m limited guaranty reduce closing risk.
• CVR structure allows additional upside from excess cash and asset disposals.
• Board unanimous approval and support agreements improve deal certainty.

Negative

• $475 m net-cash condition could jeopardise closing if cash burn accelerates.
• CVR payments contingent on asset sales within six months, introducing execution risk.
• $32 m termination payment to GSK reduces available cash before close.
• $8.4 m break-up fee may deter superior bids.

Insights

M&A Specialist

TL;DR: All-cash tender plus CVR, no financing risk, solid guaranty—transaction appears shareholder-friendly but hinges on $475 m cash floor.

Concentra is offering immediate liquidity at $10.047 per share and layering upside via CVRs tied to excess cash and asset sales. The absence of a financing condition and the Tang Capital $465 m guaranty materially de-risk closing. The $475 m net-cash minimum and October drop-dead date are the chief hurdles; ITOS had $602 m cash at Q1-25 so covenant seems achievable but bears monitoring given the $32 m GSK payment and ongoing burn. Break fee is modest (≈2% of equity value), preserving optionality for competing bids. Overall impact: positive for shareholders.

Biotech Equity Analyst

TL;DR: Deal monetises pipeline early; CVR offers partial participation in potential asset sales but value is uncertain and time-bounded.

The cash component crystallises value in a challenging biotech funding market. However, CVR payments depend on divesting ENT1, TREM2 and other pre-clinical programs within six months—an aggressive timetable that could limit upside. Holders get 80% of net proceeds, aligning interests, yet no CVR payments if sales slip past the window. GSK collaboration exit removes a costly partnership but requires a $32 m payout. Termination of ESPP is housekeeping. Net assessment: modestly positive; immediate cash offsets CVR execution risk.

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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): July 21, 2025

COREWEAVE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42563		82-3060021
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

290 W Mt. Pleasant Ave., Suite 4100 Livingston, NJ		07039
(Address of registrant’s principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (973) 270-9737

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 (see General Instruction A.2. below):

☐ 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		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.000005 par value per share		CRWV		The Nasdaq Stock Market LLC

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 7.01 Regulation FD Disclosure.

Notes Offering

On July 21, 2025, CoreWeave, Inc. (the “Company”) announced that it intends to offer, subject to market and other customary conditions, $1,500 million in aggregate principal amount of senior notes due 2031 (the “Notes”) in a private offering (the “Notes Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes will be general senior unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries of the Company. The Company intends to use the proceeds from the Notes Offering for general corporate purposes, including, without limitation, repayment of outstanding indebtedness, and to pay fees, costs and expenses in connection with the Notes Offering.

On July 21, 2025, the Company issued a press release announcing the commencement of the Notes Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Supplemental Information

The Company is herein furnishing certain supplemental information included in Exhibit 99.2 hereto and incorporated herein by reference that is being provided to potential investors in connection with the Notes Offering.

The information contained in this Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the Notes Offering and the expected use of proceeds therefrom, which statements are based on current expectations, forecasts, and assumptions and involve risks and uncertainties that could cause actual results to differ materially from expectations discussed in such statements. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including, but not limited to, the Company’s ability to complete the Notes Offering on favorable terms, if at all, and general market, political, economic and business conditions which might affect the Notes Offering. These factors, as well as others, are discussed in the Company’s filings with the Securities and Exchange Commission, including the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. All forward-looking statements contained herein are based on information available as of the date hereof and the Company does not assume any obligation to update these statements as a result of new information or future events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of the Company Relating to the Notes Offering dated July 21, 2025.
99.2		Supplemental Information.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Date: July 21, 2025

COREWEAVE, INC.
By:		/s/ Michael Intrator
		Name:  Michael Intrator
		Title:   Chief Executive Officer

FAQ

What is Concentra paying for ITOS shares?

Concentra will pay $10.047 in cash per share plus one contingent value right.

What conditions must be met for the tender offer to close?

Over 50% of voting shares must be tendered, ITOS must have at least $475 m net cash, and no legal restraints can exist.

How do the CVRs issued to ITOS shareholders work?

Each CVR pays 100% of net cash above $475 m and 80% of proceeds from divesting specified pipeline assets within six months after closing.

Is there a break-up fee in the merger agreement?

Yes, ITOS must pay $8.4 m if it terminates for a superior proposal; Concentra can claim up to $0.5 m expenses if the cash minimum is missed.

What is the outside date for completing the Concentra-ITOS transaction?

Either party may terminate the agreement if the offer has not closed by 16-Oct-2025.