Igm Biosciences, Inc. SEC Filings

Amendment No. 8 to Schedule 13D reports that Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Julian C. Baker and Felix J. Baker (the Reporting Persons) no longer beneficially own any securities of IGM Biosciences, Inc. (IGMS) following the closing of a merger on August 14, 2025. Under the Merger Agreement, each share of common and non-voting common stock was exchanged for $1.247 in cash plus one non-transferable contingent value right. Prefunded warrants converted to the merger consideration net of exercise costs and stock options were cancelled for no value. Felix J. Baker resigned from the board prior to the merger.

IGM Biosciences (IGMS) insiders reported completion of a tender offer and merger on 08/14/2025, pursuant to which Concentra Biosciences, LLC acquired outstanding voting and non-voting shares. The Form 4 shows the reporting persons disposed of substantial holdings: 3,763,362 and 357,048 shares of Common Stock and 9,886,217 and 834,707 shares of Non-Voting Common Stock (reported as convertible into Common Stock) as a result of the transaction, with $1.247 per share cash consideration plus one contingent value right per share under the merger agreement. The dispositions reflect holdings held by affiliated funds and partnerships managed or advised by Baker Bros. entities; the filing discloses indirect pecuniary interests and clarifies that certain individuals disclaim direct beneficial ownership except for pecuniary interests. Felix J. Baker resigned as a director immediately before closing.

Amendment No. 3 to Schedule 13D filed jointly by Topsoe Holding A/S and certain related individuals supplements prior Schedule 13D disclosures regarding IGM Biosciences, Inc. The filing states the Reporting Persons do not beneficially own any shares of IGM common stock and have ceased to beneficially own 5% or more of the company as of August 14, 2025. It discloses the Merger Agreement dated July 1, 2025 under which Concentra Biosciences will acquire all outstanding IGM shares via a cash tender offer of $1.247 per share plus one contingent value right (CVR), followed by a merger. Other items reference incorporated exhibits and a joint filing agreement.

Redmile Group and Jeremy C. Green amended their Schedule 13D to report participation in a completed merger of IGM Biosciences, Inc. Pursuant to a June 1, 2025 merger agreement, Merger Sub completed a tender offer that expired August 13, 2025, at an offer price of $1.247 per share plus one contingent value right (CVR) per share. Redmile and affiliated funds tendered all of their Issuer Shares, including 2,952,131 shares of Common Stock and 7,199,325 shares of Non-Voting Common Stock, and Redmile owned 667,666 pre-funded warrants immediately prior to closing. The merger closed on August 14, 2025, with IGM surviving as a wholly owned subsidiary of Parent and certain in-the-money equity awards settled for cash plus CVRs while out-of-the-money options were cancelled for no consideration.

IGM Biosciences was acquired in a transaction where holders received $1.247 per share in cash plus one contingent value right (CVR) per share. The acquiring parent completed a tender offer and the subsequent merger, after which outstanding common stock, non-voting common stock and pre-funded warrants held by reporting persons were cancelled for cash consideration and CVRs based on the transaction terms. Reported Redmile-managed funds and Jeremy Green disclosed disposition of their beneficial interests, resulting in zero beneficial ownership reported post-transaction. A Redmile managing director resigned from the issuer's board immediately prior to the merger closing.

Julie Hambleton, a director of IGM Biosciences (IGMS), reported a disposition of 2,000 shares on 08/14/2025. The Form 4 shows the shares were disposed in connection with a merger in which Merger Sub merged into the company and each issued share of common stock was cancelled and converted into the right to receive $1.247 in cash and one contractual contingent value right (CVR) under a Contingent Value Rights Agreement. Following the reported transaction, the filing states Ms. Hambleton beneficially owned 0 shares.

IGM Biosciences (IGMS) Form 4 shows that on August 14, 2025 12,712 shares of Common Stock were disposed of, leaving the reporting person with 0 shares after the transaction. The sale occurred pursuant to the closing of a tender offer under an Agreement and Plan of Merger dated July 1, 2025, in which Merger Sub purchased outstanding common and non-voting shares for $1.247 per share in cash plus one contingent value right (CVR) per share. The reported shares were held by Michael Lee as a nominee for Redmile Group, LLC; Redmile and Jeremy Green disclaim beneficial ownership except for any pecuniary interest. Mr. Lee resigned from the issuer’s board immediately prior to the merger becoming effective.

Topsoe Holding A/S disclosed disposition of all IGM Biosciences shares following a completed merger. Under the Merger, Merger Sub merged into IGM Biosciences on 08/14/2025 and each outstanding share of Common Stock and Non-Voting Common Stock was cancelled and converted into $1.247 in cash plus one contingent value right (CVR) governed by a Contingent Value Rights Agreement. The Form 4 reports Topsoe Holding A/S disposed of 10,400,564 shares of Common Stock and 5,044,295 Non-Voting Common Stock, leaving 0 shares beneficially owned post-transaction. The filing notes certain Topsoe directors may be deemed to share voting and investment power with respect to the reported shares.

Jakob Haldor Topsoe reported that on 08/14/2025 all direct and indirect holdings of IGM Biosciences common and non-voting common stock were disposed of as a result of a merger. Under the Agreement and Plan of Merger, each outstanding share was cancelled and converted into $1.247 in cash plus one contingent value right (CVR) governed by a Contingent Value Rights Agreement. The Form 4 shows 91,712 shares of Common Stock and 10,400,564 shares reported as disposed (indirect), and 5,044,295 Non-Voting Common Stock disposed with an underlying 1-for-1 conversion into Common Stock prior to the merger. After the reported transactions, the filing indicates 0 shares beneficially owned by the reporting person.