Form 4: iTeos CEO Disposes Shares Post-Merger with Concentra

iTeos Therapeutics CEO Michel Detheux disposed of common stock and stock options following the company's merger with Concentra Biosciences.

Summary

• CEO Michel Detheux disposed of 153,903 shares of common stock directly and 94,027 shares indirectly through MG3A.
• Multiple tranches of stock options, totaling 621,008 directly and 237,700 indirectly, were also disposed of.
• The dispositions occurred on August 29, 2025, as a result of the merger between iTeos Therapeutics, Inc. and Concentra Biosciences LLC.
• Each outstanding share was converted into $10.047 in cash and one non-transferable contractual contingent value right (CVR).
• 108,875 Company Restricted Stock Units held by service providers with accelerated vesting provisions vested immediately and were canceled, with holders receiving the cash amount and one CVR per unit.
• In-the-money stock options were canceled, and holders received cash equal to the difference between the cash amount and the exercise price, multiplied by the number of shares, plus one CVR per underlying share.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person and shareholders due to the successful completion of a merger, providing a cash payout and potential future value via CVRs. It represents a successful exit for the company's public shareholders.

Positives

• The merger provided a cash consideration of $10.047 per share, offering immediate liquidity to shareholders.
• The inclusion of a Contingent Value Right (CVR) provides potential for additional future value based on specific milestones.
• Accelerated vesting of restricted stock units and in-the-money options for eligible service providers ensures they benefited from the transaction.

Negatives

• The disposition of all common stock and options by the CEO indicates a complete change of ownership and the end of iTeos Therapeutics as an independent public entity.
• The non-transferable nature of the CVRs limits liquidity for that portion of the consideration.

Future Outlook

The filing details the finalization of a merger, indicating the company's transition from an independent public entity to a subsidiary of Concentra Biosciences LLC. The inclusion of CVRs suggests potential future payments tied to specific performance milestones, though these are not detailed in this filing.

Industry Context

This transaction represents a consolidation event within the biotechnology or pharmaceutical sector, where smaller, innovative companies like iTeos Therapeutics are acquired by larger entities. Such mergers are common for companies with promising drug pipelines, allowing the acquiring company to expand its portfolio and the acquired company's shareholders to realize value. The use of CVRs is a common mechanism in biotech M&A to bridge valuation gaps and share future development risks/rewards.

Related Party Transactions

• The indirect disposition of shares and options through MG3A, a Belgian partnership where the reporting person is the manager and his spouse is the successor manager, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Received $10.047 cash per share plus one CVR, realizing value from their investment.
• Employees (Service Providers): Those with accelerated vesting provisions for RSUs and in-the-money options benefited from immediate vesting and cash/CVR payouts.
• Company (iTeos Therapeutics): Ceased to be an independent public entity, becoming part of Concentra Biosciences LLC.

Next Steps

• The filing indicates the completion of the merger, meaning iTeos Therapeutics, Inc. is now a subsidiary of Concentra Biosciences LLC.
• Future actions would relate to the integration of iTeos into Concentra and the potential realization of value from the CVRs, which are contingent on future events not detailed here.

Key Dates

Recommendation

Given the completion of the merger, iTeos Therapeutics, Inc. shares would have been converted into cash and CVRs. For any remaining public shares (if any were still trading prior to delisting), the recommendation would be to sell to realize the cash value, as the company is no longer an independent publicly traded entity. The CVRs are non-transferable, so they cannot be sold on the open market.

Keywords

iTeos Therapeutics, ITOS, Concentra Biosciences, Merger, SEC Form 4, Beneficial Ownership, Stock Disposition, Contingent Value Right, CVR, Michel Detheux, CEO, Restricted Stock Units, Stock Options