Y-Mabs Therapeutics SEC Filings

Y-mAbs Therapeutics has received a cash tender offer from Perseus BidCo US, Inc. (affiliated with SERB) to acquire all outstanding common shares for $8.60 per share. As of August 12, 2025, there were 45,438,420 shares issued and outstanding and holders of Company options, RSUs and PSUs that will be cashed out or cancelled upon the Merger. The Board unanimously approved the Merger Agreement and recommends that stockholders accept the Offer and tender their shares. The Offer is governed by a Merger Agreement providing for a back-end merger under Section 251(h) of the DGCL so the Company would become a wholly owned subsidiary of Parent if the Offer is consummated. The Offer initially expires one minute after 11:59 p.m. Eastern on September 15, 2025 and is not subject to a financing condition. Insiders and directors collectively beneficially owned 7,202,362 shares (approximately 15.85%) as of August 12, 2025, and certain supporting stockholders agreed to tender covered shares representing an aggregate of approximately 15.68% of outstanding shares.

Glazer Capital, LLC and Paul J. Glazer reported beneficial ownership of 2,654,700 shares of Y-mAbs Therapeutics, Inc. common stock, representing 5.84% of the class. The filing states that Glazer Capital (a Delaware LLC) acts as investment manager for funds and managed accounts holding the shares and that Mr. Glazer is the managing member. The reporting persons disclose shared voting and shared dispositive power over the 2,654,700 shares and no sole voting or dispositive power. The business office for the filers is listed in New York.

Schedule 13G/A filed for Y-mAbs Therapeutics, Inc. (YMAB) discloses beneficial ownership by Acorn-related entities and Anders Hove. Anders Hove is reported to beneficially own 3,096,297 shares, representing 7.0% of the outstanding common stock based on 45,438,420 shares outstanding as of August 4, 2025. Acorn Bioventures, L.P. and Acorn Capital Advisors GP, LLC each report 1,301,686 shares (3.0%). Acorn Bioventures 2, L.P. and its GP report 1,794,611 shares (4.0%). The filing states these holdings were not acquired to influence control of the issuer and identifies Anders Hove as Manager of the reporting entities. All filers are organized in Delaware except Hove, a U.S. citizen.

Beryl Capital Management and related reporting persons disclosed ownership of 4,087,091 shares of Y-mAbs Therapeutics common stock, representing 9.0% of the outstanding class based on 45,438,420 shares reported by the issuer for the quarter ended June 30, 2025. The Partnership affiliate is separately reported with 3,095,833 shares (6.8%). All reported shares are shown with shared voting and shared dispositive power; none are reported as sole voting or sole dispositive power. The filing includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Y-mAbs Therapeutics (YMAB) 10-Q, quarter ended 30 Jun 2025:

• Revenue: six-month net product revenue fell 5.5 % YoY to $39.9 m; total revenue $40.4 m (-5.4 %). U.S. contributed 69 %; Asia & LatAm offset weaker domestic demand.
• Profitability: gross profit $34.8 m (margin 86 % vs 88 %), but operating costs were cut 13.6 % to $46.9 m (lower R&D and SG&A). Net loss narrowed to $8.4 m (-47 %), EPS -$0.19 vs -$0.36.
• Cash flow & balance sheet: operating cash burn $5.3 m; cash & equivalents $62.3 m, projected to fund ≥12 months. Inventory rose to $28.9 m (portion re-classified long-term).
• Segments & product mix: Company now reports two segments—commercial DANYELZA and Radio-immunotherapy (RIT) pipeline. DANYELZA remains sole marketed asset; royalty revenue from distributors $3.8 m YTD.
• Other items: announced 4 Aug 2025 merger agreement with Perseus BidCo US, Inc. (post-period); new 10-year HQ lease added $2.6 m ROU asset. No changes to milestone/royalty obligations with MSK/MIT; maximum unpaid milestones total $54.3 m.

Overall, YMAB delivered tighter cost control and higher interest income, partially offsetting a mid-single-digit sales decline. Liquidity appears adequate pending completion of the proposed merger and continued DANYELZA commercialization.

Y-mAbs Therapeutics reported that it has announced its financial results for the quarter ended June 30, 2025 and furnished a related press release as Exhibit 99.1 to this Form 8-K. The filing states that the material furnished, including Exhibit 99.1, is not to be deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings except by specific reference.

The text of this 8-K does not include any financial metrics or operating results; an Interactive Data File (Inline XBRL) is included as Exhibit 104. Investors must review the attached press release for the actual financial details.

Y-mAbs Therapeutics (YMAB) has filed a Schedule 14D-9 in response to a proposed acquisition. Perseus BidCo US, Inc. will launch a cash tender offer at $8.60 per share for all outstanding YMAB common stock, to be followed by a Section 251(h) short-form merger that will leave the company as the surviving entity. The buyer’s wholly owned subsidiary, Yosemite Merger Sub, will be merged into YMAB immediately after successful completion of the tender, eliminating any need for a separate stockholder vote.

• Deal structure: all-cash offer; merger effected under Delaware law for speed and certainty.
• Key date: Merger Agreement signed 4 Aug 2025; internal communications to employees dated 6 Aug 2025.
• Next step: Purchaser will formally commence the tender offer; YMAB’s Board will issue its recommendation in subsequent filings.

This filing only includes two exhibits—an employee message and FAQ—indicating the transaction is at the communications stage; no financial results or closing conditions are detailed.