Form 4: iTeos COO Disposes Shares in Concentra Biosciences Merger

iTeos Therapeutics Chief Operating Officer Matthew Call disposed of all common stock and derivative securities following the company's merger with Concentra Biosciences.

Summary

• iTeos Therapeutics, Inc. (ITOS) completed a merger with Concentra Merger Sub VIII, Inc., a wholly-owned subsidiary of Concentra Biosciences LLC, effective August 29, 2025.
• As a result of the merger, each outstanding share of iTeos common stock was converted into the right to receive $10.047 in cash and one non-transferable contractual contingent value right (CVR) per share.
• Matthew Call, Chief Operating Officer, disposed of 161,898 shares of common stock and various stock options, resulting in zero beneficial ownership of common stock or derivative securities post-transaction.
• 68,000 restricted stock units (RSUs) held by Mr. Call were canceled, with accelerated vesting for those subject to specific employment agreements, entitling the holder to the cash amount and one CVR per RSU.
• Outstanding 'In-the-Money Options' (exercise price less than $10.047) were canceled, and holders received cash equal to the difference between the cash amount and the exercise price, multiplied by the number of underlying shares, plus one CVR per underlying share.
• Stock options with exercise prices of $7.05, $2.95, and $4.24, totaling 416,773 shares, were disposed of as part of the merger terms.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, providing immediate cash value and potential future upside via CVRs to shareholders, indicating a positive exit event for the company and its investors.

Positives

• The completion of the merger provides immediate cash value of $10.047 per share to iTeos Therapeutics shareholders.
• Shareholders also receive contingent value rights (CVRs), offering potential additional future value based on specific milestones.
• Certain restricted stock units and stock options held by service providers, including the COO, benefited from accelerated vesting due to the merger, converting into cash and CVRs.

Negatives

• iTeos Therapeutics, Inc. ceases to be an independent publicly traded company, limiting future direct investment opportunities in the entity.
• The value of the contingent value rights (CVRs) is uncertain and dependent on future events, which may not materialize, potentially resulting in no additional payout.

Risks

• The value of the contingent value rights (CVRs) is speculative and depends on the achievement of specific future milestones, which may not occur, leading to no additional financial benefit from the CVRs.

Future Outlook

Following the merger, iTeos Therapeutics, Inc. is now a subsidiary of Concentra Biosciences LLC. The future outlook for former iTeos shareholders is tied to the performance of Concentra Biosciences and the potential payout of the contingent value rights (CVRs) based on their specific terms and conditions.

Management Comments

• The Compensation and Leadership Development Committee of the Board of Directors of iTeos Therapeutics, Inc. took actions in accordance with the Merger Agreement regarding the vesting and cancellation of Company Restricted Stock Units and Company Stock Options.

Industry Context

This merger exemplifies a common trend in the biotechnology and pharmaceutical sectors where smaller, innovative companies are acquired by larger entities, often for their pipeline assets or technological platforms. The inclusion of a Contingent Value Right (CVR) is a standard mechanism in such M&A deals, allowing the acquiring company to mitigate risk while providing selling shareholders with potential upside tied to future clinical or regulatory milestones, bridging valuation gaps.

Comparison to Industry Standards

• The use of Contingent Value Rights (CVRs) in the merger consideration is a well-established practice in the biotech M&A landscape, similar to deals such as Sanofi's acquisition of Kadmon Holdings or Bristol Myers Squibb's acquisition of MyoKardia, where CVRs are used to align seller and buyer interests regarding the future success of pipeline assets.
• The cash component of $10.047 per share provides immediate, certain value, a common feature in acquisitions, comparable to the upfront cash payments seen in numerous biotech buyouts.

Stakeholder Impact

• Shareholders: Received $10.047 cash per share and one CVR per share, converting their equity in iTeos Therapeutics into new consideration.
• Employees (Service Providers): Those with specific employment agreements benefited from accelerated vesting of certain restricted stock units and stock options, converting them into cash and CVRs.
• Company (iTeos Therapeutics, Inc.): Ceased to be an independent public entity, becoming a wholly-owned subsidiary of Concentra Biosciences LLC.

Next Steps

• Monitoring the progress of the underlying milestones that determine the payout of the contingent value rights (CVRs).

Key Dates

Keywords

iTeos Therapeutics, ITOS, Concentra Biosciences, Merger, Acquisition, Form 4, Insider Transaction, Stock Options, Restricted Stock Units, CVR, Contingent Value Right, Matthew Call