SCHEDULE: Topsoe Group Exits Significant IGM Biosciences Stake

Topsoe Holding A/S and related individuals have ceased to beneficially own 5% or more of IGM Biosciences, Inc. common stock following a merger agreement with Concentra Biosciences, LLC.

Summary

• This filing is Amendment No. 3 to Schedule 13D for IGM Biosciences, Inc.
• The Reporting Persons, including Topsoe Holding A/S and several individuals (Jakob Haldor Topsoe, Christina Teng Topsoe, Anne Haugwitz-Hardenberg-Reventlow, Emil Oigaard, Thomas Schleicher, and Birgitte Nielsen), no longer beneficially own 5% or more of IGM Biosciences' common stock as of August 14, 2025.
• This change in ownership is a result of IGM Biosciences entering into an Agreement and Plan of Merger with Concentra Biosciences, LLC and Concentra Merger Sub V, Inc. on July 1, 2025.
• The Merger Agreement provides for a cash tender offer for IGM Biosciences' common stock at a price of $1.247 in cash per share, plus one contingent value right (CVR).
• The transaction also includes the merger of Concentra Merger Sub V, Inc. with and into IGM Biosciences, with IGM Biosciences surviving the merger.

Sentiment

Score: 5

Explanation: This filing is a factual update on a change in beneficial ownership due to a merger agreement, not a performance or operational update. It reflects a pre-determined corporate action and does not inherently convey positive or negative sentiment about IGM Biosciences' ongoing operations.

Positives

• The merger agreement provides a clear exit strategy for existing shareholders at a defined price of $1.247 in cash per share plus a CVR.

Future Outlook

The future outlook for IGM Biosciences, Inc. involves its acquisition by Concentra Biosciences, LLC through a cash tender offer for $1.247 per share plus one contingent value right (CVR), followed by a merger where IGM Biosciences will survive.

Industry Context

This announcement reflects a specific M&A event within the biotechnology sector, indicating a strategic acquisition of IGM Biosciences by Concentra Biosciences. Such transactions are common in the industry as companies seek to consolidate assets, expand pipelines, or achieve economies of scale.

Stakeholder Impact

• Shareholders: Will receive $1.247 in cash plus one contingent value right (CVR) per share upon completion of the tender offer and merger.

Next Steps

• Completion of the cash tender offer by Concentra Biosciences, LLC for IGM Biosciences' common stock.
• Merger of Concentra Merger Sub V, Inc. with and into IGM Biosciences, Inc., with IGM Biosciences surviving the merger.

Key Dates

Keywords

IGM Biosciences, Topsoe Holding, Concentra Biosciences, Schedule 13D, Merger Agreement, Tender Offer, Beneficial Ownership, CVR, Common Stock, Biotechnology, Pharmaceuticals