UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation
Statement
Under Section 14(d)(4) of
the Securities Exchange Act of 1934
(Amendment No. 1)
Y-MABS THERAPEUTICS, INC.
(Name of Subject Company)
Y-MABS THERAPEUTICS, INC.
(Name of Persons Filing Statement)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
984241109
(CUSIP Number of Class of Securities)
Michael Rossi
President and Chief Executive
Officer
Y-mAbs Therapeutics, Inc.
202 Carnegie Center Drive
Suite 301
Princeton, New Jersey 08540
(646) 885-8505
(Name, address, and telephone number
of person authorized to receive notices and communications on behalf of the persons filing statement)
With a copy to:
Divakar Gupta
Sarah K. Sellers
William Sorabella
William Roegge
Cooley LLP
55 Hudson Yards
New York, New
York 10001
(212) 479-6000
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This
Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 (as further amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by Y-mAbs
Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the
“SEC”) on August 18, 2025, relating to the tender offer statement on Schedule TO filed with the SEC on
August 18, 2025 by Perseus BidCo US, Inc., a Delaware corporation (“Parent”), and Yosemite Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), pursuant to the terms and
subject to the conditions of an Agreement and Plan of Merger, dated as of August 4, 2025 (as it may be amended or otherwise
modified from time to time, the “Merger Agreement”), by and among the Company, Parent, Purchaser and, solely for
purposes of Section 5.16 and Article 8 thereof, Stark International Lux, a Luxembourg société à
responsabilité limitée (“Ultimate Parent”) to acquire all of the outstanding shares of common stock of
the Company, par value $0.0001 per share (the “Shares”) at a price of $8.60 per Share in cash, without interest and
subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated August 18, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), the
related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”) and
the related Notice of Guaranteed Delivery (as it may be amended or supplemented from time to time, the “Notice of Guaranteed
Delivery” and, together with the Offer to Purchase and the Letter of Transmittal, collectively the “Offer”). The
initial expiration date of the Offer is one minute following 11:59 p.m., Eastern time, on September 15, 2025, unless extended or
earlier terminated as permitted by the Merger Agreement.
Except as otherwise set forth in this
Amendment No. 1, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the
extent relevant to the items in this Amendment No. 1. This Amendment No. 1 is being filed to reflect certain updates as set
forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 “Additional
Information” of the Schedule 14D-9 is hereby amended and supplemented by deleting the second paragraph under the section titled
“—U.S. Antitrust” in its entirety and replacing it with the following:
“Pursuant to the Merger Agreement,
on August 15, 2025, a Premerger Notification and Report Form under the HSR Act with respect to the Offer and the Merger with
the Antitrust Division and the FTC were made on behalf of Parent and Ultimate Parent as well as the Company. On August 29, 2025, the FTC granted a request for the early termination of the waiting period under the HSR Act, effective August 29, 2025 at 11:35 a.m. Eastern time. Accordingly,
the condition to the Offer requiring that the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall
have expired or been terminated has been satisfied. The Offer continues to be subject to the remaining conditions set forth in the Offer
to Purchase.”
SIGNATURE
After due inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Y-MABS THERAPEUTICS, INC. |
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By: |
/s/ Michael
Rossi |
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Michael Rossi |
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President and Chief Executive Officer |
Dated: September 2, 2025
