iTeos (ITOS) acquired; shareholders get $10.047 per share and CVR

iTeos Therapeutics agreed to be acquired and its registered equity offerings were terminated.

Accepted by SEC EDGAR 08/29/2025 - 04:24 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

iTeos Therapeutics agreed to be acquired and its registered equity offerings were terminated. The company entered a Merger Agreement with Concentra Biosciences and, on August 29, 2025, merged into a Concentra subsidiary with iTeos surviving as a wholly owned subsidiary of Parent. Each outstanding common share (other than specified exclusions) was converted into $10.047 in cash and one non-transferable contingent value right. As a result, iTeos withdrew and terminated multiple Form S-8 registration statements and removed any unsold or unissued shares from registration.

Positive

• Per-share cash consideration of $10.047 payable to holders of common stock (subject to exclusions)
• Contingent value right (CVR) provided for each eligible share, offering potential additional value beyond the cash payment
• Definitive merger completed, providing liquidity to public shareholders through the cash consideration

Negative

• Termination of Form S-8 registrations removes previously registered unsold and unissued shares, preventing issuance under those registrations without new filings
• Public trading and reporting status effectively ended as iTeos became a wholly owned subsidiary of the acquirer, reducing public shareholder liquidity and ongoing disclosure

Insights

Financial Analyst

TL;DR: Shareholders received immediate cash consideration plus contingent value rights; public equity offerings were terminated.

The transaction delivers a definitive per-share cash payment of $10.047 and a CVR for each eligible share, providing liquidity to holders at the effective time of the Merger. The company has removed unissued and unsold shares from several Form S-8 registrations, ending the availability of those shares for issuance under the registered employee plans. For investors this is a material corporate event converting public equity into cash and contingent claims while eliminating ongoing public registration and related filing obligations.

Corporate Governance Expert

TL;DR: The merger effectuates change in control and cancels registered equity offerings, altering governance and capital plan execution.

The Merger resulted in iTeos becoming a wholly owned subsidiary of the acquirer and the termination of its Form S-8 registration statements, consistent with the company’s undertaking to delist and remove unsold securities at the end of the offering. This ends the company’s capacity to issue the previously registered shares without new registrations and transfers control to Parent, with implications for employee equity plan administration and shareholder rights (including appraisal exceptions noted).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did iTeos (ITOS) shareholders receive in the Merger?

Each eligible share was converted into $10.047 in cash plus one non-transferable contingent value right, except for specified excluded categories.

When did the Merger become effective?

The Merger was completed on August 29, 2025, following a Merger Agreement entered on July 18, 2025.

What happened to the company’s Form S-8 registrations?

The registrant withdrew and terminated effectiveness of multiple Form S-8 registration statements and removed any unissued and unsold securities from registration as of the date of the filing.

Do employee equity plans remain available after the Merger?

The filing states that unsold and unissued securities registered under the Form S-8s were removed from registration; the filing does not provide further details on continuation or replacement of the plans under the new Parent.

Were any shares excluded from the Merger consideration?

Yes. Shares owned by the company in treasury, shares owned by Parent or Merger Sub immediately prior to the Effective Time, and shares held by stockholders who properly exercised appraisal rights were excluded from the conversion into cash and CVRs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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As filed with the Securities and Exchange Commission on August 29, 2025

Registration No. 333-240144

Registration No. 333-254670

Registration No. 333-263791

Registration No. 333-270545

Registration No. 333-277687

Registration No. 333-285550

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-240144

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-254670

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-263791

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-270545

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-277687

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-285550

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ITEOS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		84-3365066
(State or other jurisdiction of incorporation or organization)		(IRS employer identification number)

321 Arsenal Street

Watertown, Massachusetts 02472

(Address of Principal Executive Offices, including Zip Code)

iTeos Therapeutics, Inc. 2019 Stock Option and Grant Plan

iTeos Therapeutics, Inc. 2020 Stock Option and Incentive Plan

iTeos Therapeutics, Inc. 2020 Employee Stock Purchase Plan

(Full title of the Plans)

Michael Hearne

Chief Financial Officer

iTeos Therapeutics, Inc.

4747 Executive Drive, Suite 210

San Diego, California 92121

(858) 281-5372

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Ryan A. Murr

Gibson, Dunn & Crutcher LLP

One Embarcadero Center Suite 2600

San Francisco, California 94111

(415) 393-8200

William Michener

Nicholas Roper

Ropes & Gray LLP

800 Boylston Street

Boston, MA 02199

(617) 951-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

DEREGISTRATION OF UNSOLD SECURITIES

These Post-Effective Amendments (the “Post-Effective Amendments”) filed by iTeos Therapeutics, Inc., a Delaware corporation (the “Registrant”), to deregister all shares of the Registrant’s common stock, $0.001 par value per share (the “Shares”), remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”).

	•	Registration Statement on Form S-8 (No. 333-240144) pertaining to the registration of (i) 3,323,378 Shares issuable under the 2019 Stock Option and Grant Plan (the “2019 Plan”), (ii) 1,151,680 Shares outstanding and 2,658,138 Shares issuable under the 2020 Stock Option and Incentive Plan (the “2020 Plan”) and (iii) 317,484 Shares issuable under the 2020 Employee Stock Purchase Plan (the “2020 ESPP”).
	•	Registration Statement on Form S-8 (No. 333-254670) pertaining to the registration of (i) 1,752,237 Shares issuable under the 2020 Plan and (ii) 350,447 Shares issuable under the 2020 ESPP.
	•	Registration Statement on Form S-8 (No. 333-263791) pertaining to the registration of 1,773,300 Shares issuable under the 2020 Plan.
	•	Registration Statement on Form S-8 (No. 333-270545) pertaining to the registration of 1,780,560 Shares issuable under the 2020 Plan.
	•	Registration Statement on Form S-8 (No. 333-277687) pertaining to the registration of 1,791,904 Shares issuable under the 2020 Plan.
	•	Registration Statement on Form S-8 (No. 333-285550) pertaining to the registration of 1,828,402 Shares issuable under the 2020 Plan.

The Registrant is filing these Post-Effective Amendments to withdraw and remove any unissued and unsold securities issuable by Registration pursuant to the above-referenced Registration Statements.

On July 18, 2025, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), and Concentra Merger Sub VIII, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on August 29, 2025, Merger Sub was merged with and into the Registrant with the Registrant surviving as a wholly owned subsidiary of Parent (the “Merger”). In the Merger, each share of Common Stock (the “Shares”) (other than (i) Shares owned or held in the Company’s treasury immediately prior to the Effective Time, (ii) Shares owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective Time and (iii) Shares held by any stockholder of the Registrant who properly exercised appraisal rights under Delaware law) was converted into the right to receive (i) $10.047 per Share in cash and (ii) one non-transferable contractual contingent value right for each Share.

As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all such securities registered under the Registration Statements that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statements.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on August 29, 2025. No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.

ITEOS THERAPEUTICS, INC.

/s/ Michael Hearne

Name: Michael Hearne

Title: Chief Financial Officer