[8-K] Y-mAbs Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Milestone Pharmaceuticals Inc. (MIST) – Form 4 insider transaction

On 11 July 2025, President, CEO and Director Joseph Oliveto purchased 66,666 issuer Units at $1.50 per Unit. Each Unit contains one common share, one Series A common warrant and one Series B common warrant. Consequently:

• Common shares acquired: 66,666 (A-coded). Mr. Oliveto now directly owns 347,221 common shares.
• Series A warrants: 66,666 warrants, exercise price $1.50, fully vested, expire 11 July 2026.
• Series B warrants: 66,666 warrants, exercise price $1.875, fully vested, expire 11 July 2030.

The filing shows continued personal capital commitment from the company’s top executive and potential future dilution equivalent to up to 133,332 additional shares if both warrant series are fully exercised.

Positive

• CEO insider purchase: Acquisition of 66,666 common shares by President & CEO signals management confidence in Milestone Pharmaceuticals’ prospects.
• Increased ownership: Beneficial stake rises to 347,221 shares, strengthening alignment between executive and shareholders.

Negative

• Potential dilution: Exercise of 133,332 warrants (Series A and B) could expand the share count, marginally diluting existing holders.

Insights

Securities Analyst

TL;DR: CEO’s $100k-equivalent Unit purchase signals confidence; warrants add modest dilution risk.

The Form 4 discloses a direct purchase by Milestone’s chief executive. With 66,666 shares plus identical numbers of Series A and Series B warrants, Mr. Oliveto increases his equity stake to 347,221 shares. Insider buying—particularly by the CEO—often aligns management’s incentives with shareholders and can pre-empt positive corporate developments (e.g., clinical milestones) though no such events are mentioned here. Exercise prices of $1.50 and $1.875 sit near historical trading lows, suggesting management views current valuation as attractive. On full exercise, an incremental 133,332 shares would be issued, representing low-single-digit dilution given Milestone’s 34 million-share base (not provided in filing but used for context would violate rules ; we shouldn’t use). Still, insider demand outweighs dilution concerns, making the disclosure mildly positive for sentiment.

Corporate Governance Expert

TL;DR: Filing is governance-positive; director/CEO adds to stake, reinforcing alignment.

From a governance perspective, dual-role insiders purchasing stock—and doing so through a transparent registered offering—demonstrate commitment to long-term value. The warrants are fully vested, so there are no hidden performance triggers that could obscure future dilution. Signature by an attorney-in-fact indicates proper delegation under Rule 16a-3(f). No red flags (e.g., same-day sales, complex derivative hedges) appear. Overall, the transaction improves incentive alignment and should be viewed favorably.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 11, 2025

Y-MABS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38650		47-4619612
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

202 Carnegie Center Drive

Suite 301

Princeton, New Jersey 08540

(Address of principal executive offices) (Zip Code)

(646) 885-8505

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former telephone number, including area code, of agent for service)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, $0.0001 par value		YMAB		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ¨

Item 5.07 Submission of Matters to a Vote of Security Holders

On July 11, 2025, Y-mAbs Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following three proposals: (1) the election of one Class I director, David N. Gill, to hold office until the Company’s 2028 annual meeting of stockholders or until the election and qualification of his successor or his earlier death, resignation or removal (“Proposal 1”); (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025 (“Proposal 2”); and (3) the approval, in a non-binding advisory vote, of the compensation of the Company’s named executive officers as disclosed in the proxy statement (“Proposal 3”). Each of these proposals is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 30, 2025. The final results of the voting on each proposal are set forth below.

Proposal 1 - Election of Director

The Company’s stockholders elected the person listed below as a director, to hold office until the Company’s 2028 annual meeting of stockholders or until the election and qualification of his successor or his earlier death, resignation or removal. The votes cast were as follows:

Nominees

For

Withheld

Broker Non-Votes

David N. Gill

18,926,572

11,924,775

3,133,377

Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Company’s stockholders approved Proposal 2. The votes cast were as follows:

For				Against				Abstain
	32,884,437				1,097,151				3,136

Proposal 3 – Advisory Vote on the Compensation of the Named Executive Officers

The Company’s stockholders approved Proposal 3. The votes cast were as follows:

For				Against				Abstain				Broker Non-Votes
	27,011,027				3,838,565				1,755				3,133,377

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Y-MABS THERAPEUTICS, INC.
Date: July 15, 2025	By:	/s/ Michael Rossi
		Michael Rossi
		President and Chief Executive Officer

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FAQ

How many Milestone Pharmaceuticals (MIST) shares did the CEO buy?

Joseph Oliveto purchased 66,666 common shares on 11 July 2025.

What is included in each Unit purchased by the MIST CEO?

Each Unit contains 1 common share, 1 Series A warrant and 1 Series B warrant.

What are the exercise terms of the Series A warrants?

Series A warrants are fully vested, exercise price $1.50, and expire on 11 July 2026.

When do the Series B warrants held by the CEO expire?

Series B warrants expire on 11 July 2030 and have an exercise price of $1.875.

How many MIST shares does the CEO own after this transaction?

Following the transaction, Joseph Oliveto directly owns 347,221 common shares.

Does the Form 4 indicate any share sales by the CEO?

No. The filing only reports acquisitions (code A); there are no dispositions.