iTeos Merges into Concentra; Cash Payment $10.047 Plus CVR per Share

Rhea-AI Filing Summary

iTeos Therapeutics, Inc. has filed post-effective amendments to withdraw and remove from registration any unissued and unsold shares previously registered under multiple Form S-8 registration statements. The company entered into a Merger Agreement on July 18, 2025, and on August 29, 2025 Merger Sub merged into the registrant, leaving the company as a wholly owned subsidiary of Concentra Biosciences, LLC. Each outstanding share (with specified exceptions) was converted into $10.047 in cash plus one non-transferable contractual contingent value right (CVR). As a result of the Merger, all offerings under the referenced registration statements were terminated and the registrant removed the unsold registered securities and terminated the effectiveness of the registration statements.

Positive

• Definitive cash consideration of $10.047 per share was provided to holders of Common Stock (subject to enumerated exceptions)
• One non-transferable CVR was issued per share, ensuring each share converted receives both cash and contingent value
• Registered but unsold securities were formally removed from multiple S-8 registration statements, closing outstanding registration obligations

Negative

• Registrant is now a wholly owned subsidiary of Parent, which removes the company from independent public ownership and may end public trading of its common stock
• All offerings under the referenced registration statements were terminated, which ends the public registration availability for employee equity issuances

Insights

Financial Analyst

TL;DR: The company completed a cash-and-CVR merger and terminated equity offerings, crystallizing value for shareholders and ending public registration of employee plans.

The Merger provides $10.047 per share in cash plus a CVR per share for holders not excluded by enumerated exceptions, which is a definitive realization of shareholder value. Termination of the S-8 registration statements removes the previously registered but unsold shares from public registration and ends the company's ongoing employee-plan public offerings. This transaction is material to investors because it changes the companys capital markets status and addresses outstanding registered equity related to employee compensation plans.

Corporate Governance Expert

TL;DR: The registrant became a wholly owned subsidiary and withdrew unsold registered securities, altering governance and public reporting obligations.

The merger completed on August 29, 2025, resulted in the registrant surviving as a wholly owned subsidiary of Parent, which typically shifts control and reporting lines to the acquirer. The filing formally terminates effectiveness of multiple S-8 registration statements and removes unsold securities tied to the companys equity plans. The document is a routine post-effective amendment to comply with undertakings in the registration statements following termination of the offerings.

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

FAQ

What did iTeos Therapeutics (ITOS) shareholders receive in the merger?

Each outstanding share (other than specified exceptions) was converted into $10.047 in cash and one non-transferable CVR per share.

When was the Merger Agreement executed and when did the merger become effective?

The Merger Agreement was entered into on July 18, 2025, and the merger became effective on August 29, 2025.

What happened to the companys S-8 registration statements?

The registrant filed post-effective amendments to remove any unissued and unsold securities registered under the listed Form S-8 registration statements and terminated their effectiveness.

Did the registrant remain independent after the merger?

No. As a result of the merger, the registrant survived as a wholly owned subsidiary of Concentra Biosciences, LLC.

Are there exceptions to shares that received the merger consideration?

Yes. Shares owned by the company in treasury, shares owned by Parent or Merger Sub prior to the effective time, and shares held by stockholders who properly exercised appraisal rights were excluded from conversion into the cash and CVR consideration.