| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
As previously disclosed by iTeos Therapeutics, Inc. (the “Company”) in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 21, 2025, the Company entered into an Agreement and Plan of Merger, dated as of July 18, 2025 (the “Merger Agreement”) with Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), and Concentra Merger Sub VIII, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on August 29, 2025, Parent completed a tender offer to purchase all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Common Stock” and shares of Common Stock, “Shares” and each a “Share”), in exchange for (i) $10.047 in cash per Share (the “Cash Amount”); plus (ii) one non-transferable contractual contingent value right per Share (each, a “CVR,” and each CVR together with the Cash Amount, the “Offer Price”), which CVR represents the right to receive potential payments pursuant to the terms and subject to the conditions of the contingent value rights agreement (the “CVR Agreement”), dated August 29, 2025, by and among Parent, Merger Sub, Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, and Fortis Advisors LLC, a Delaware limited liability company, all subject to and in accordance with the terms and conditions set forth in the Offer to Purchase, dated August 1, 2025 (the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal,” which, together with the Offer to Purchase, as each may have been amended or supplemented, constituted the “Offer”).
The Offer expired one minute after 11:59 p.m. Eastern Time on Thursday, August 28, 2025. According to Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer, a total of 32,226,407 Shares were validly tendered, and not validly withdrawn, representing approximately 72.17% of the outstanding Shares. The number of Shares validly tendered satisfied the Minimum Tender Condition (as defined in the Merger Agreement). All other conditions to the Offer were satisfied and Parent accepted for payment all Shares validly tendered (and not validly withdrawn) prior to the expiration of the Offer.
Following the consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and on August 29, 2025, Merger Sub merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub ceased and the Company continued as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned subsidiary of Parent. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), with no stockholder vote required. At the effective time of the Merger (the “Effective Time”), each outstanding Share, other than any Shares owned by Parent, Merger Sub or any other subsidiary of Parent, or by any stockholders of the Company who were entitled to and who properly exercised appraisal rights under Delaware law, was converted into the right to receive the Offer Price without interest, less any applicable withholding taxes.
Pursuant to the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, (i) (A) each option to purchase Shares from the Company (“Company Stock Options,” and each such option, a “Company Stock Option”) that was then outstanding but not then vested or exercisable and that was held by a Company service provider who was subject to an individual employment or other agreement and/or a Company severance and change in control plan or agreement that provides for accelerated vesting of time-based equity awards upon the occurrence of a sale of the Company or a qualifying termination of employment or service in connection with, or within a specified time following a sale of the Company (each such option an “Accelerated Vesting Stock Option”) became immediately vested and exercisable in full, (B) each Company Stock Option that had an exercise price per share that is less than the Cash Amount (each, an “In-the-Money Option”) that was then vested and outstanding was canceled and, in exchange therefor, the holder of such canceled In-the-Money Option became entitled to receive in consideration of the cancellation of such In-the-Money Option (x) an amount in cash without interest, subject to any applicable tax withholding, equal to the product obtained by multiplying (1) the excess of the Cash Amount over the exercise price per Share underlying such In-the-Money Option by (2) the number of Shares underlying such In-the-Money Option as of immediately prior to the Effective Time and (y) one CVR for each Share underlying such In-the-Money Option, and (C) each Company Stock Option that had an exercise price per share that was equal to or greater than the Cash Amount, and each unvested Company Stock Option that was not an Accelerated Vesting Stock Option, that was then outstanding was canceled for no consideration; and (ii) (A) each restricted stock unit of the Company (collectively, the “Company Restricted Stock Units,” and each a “Company Restricted Stock Unit”) that was held by a Company service provider who was subject to an individual employment or other agreement and/or a Company severance and change in control plan or agreement that provides for accelerated vesting of time-based equity awards upon the occurrence of a sale of the Company or a qualifying termination of employment or service in connection with, or within a specified time following a sale of the Company (each such Company Restricted Stock Unit an “Accelerated Vesting Restricted Stock Unit”) that was then outstanding but not then vested became immediately vested in full, (B) each Accelerated Vesting Restricted Stock Unit that was then outstanding was canceled and, in exchange therefor, the holder of such canceled Company Restricted Stock Unit became entitled to receive in consideration of the cancellation of such Company Restricted Stock Unit (x) an amount in cash without interest, subject to any applicable tax withholding, equal to the Cash Amount and (y) one CVR and (C) each unvested Company Restricted Stock Unit that was not an Accelerated Vesting Restricted Stock Unit that was then outstanding was canceled for no consideration.
The foregoing description of the Merger Agreement and the CVR Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on July 21, 2025, incorporated herein by reference, and the full text of the CVR Agreement attached as Exhibit 2.2 to this Current Report on Form 8-K.
