Form 4: iTeos Director Disposes Options in Merger

iTeos Therapeutics Director David Hallal disposed of stock options as part of the company's merger with Concentra Biosciences.

Summary

• David Hallal, a Director of iTeos Therapeutics, Inc. (ITOS), reported the disposal of derivative securities (stock options) on August 29, 2025.
• The transaction occurred pursuant to the Agreement and Plan of Merger dated July 18, 2025, between iTeos Therapeutics, Inc., Concentra Biosciences LLC ('Parent'), and Concentra Merger Sub VIII, Inc. ('Merger Sub').
• Parent completed a tender offer for iTeos common stock, followed by Merger Sub merging with iTeos Therapeutics, Inc. (the 'Merger').
• At the effective time of the Merger, all 'In-the-Money Options' (options with an exercise price less than the $10.047 cash per share) were canceled.
• In exchange for the canceled In-the-Money Options, holders received cash equal to the product of (1) the excess of the $10.047 Cash Amount over the option's exercise price and (2) the number of shares underlying the option.
• Additionally, holders received one non-transferable contractual contingent value right (CVR) for each share underlying the In-the-Money Option.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person as they received a significant cash payout and CVRs for their in-the-money options due to the merger. For the company, it represents the expected completion of an acquisition.

Positives

• The merger successfully completed, providing liquidity to shareholders and option holders.
• In-the-money option holders, including Director David Hallal, received a cash payout for their options.
• Option holders also received non-transferable contingent value rights, offering potential future value.

Negatives

• The company, iTeos Therapeutics, Inc., is no longer an independent publicly traded entity following the merger.

Risks

• The contingent value rights (CVRs) are non-transferable, limiting their liquidity.
• The value of the CVRs is contingent on future events, introducing uncertainty regarding their ultimate payout.

Future Outlook

The future value for former iTeos Therapeutics option holders includes potential payments from the non-transferable contractual contingent value rights (CVRs), which are dependent on future performance or milestones.

Industry Context

This transaction reflects a common outcome in the biotechnology and pharmaceutical sectors, where smaller companies are often acquired by larger entities, leading to the cancellation of outstanding equity awards as part of the merger consideration.

Stakeholder Impact

• Shareholders of iTeos Therapeutics received $10.047 in cash per share and one CVR per share.
• Option holders, including Director David Hallal, received cash for their in-the-money options and CVRs, providing a return on their equity awards.
• The merger results in iTeos Therapeutics becoming a subsidiary of Concentra Biosciences, impacting its operational and strategic autonomy.

Next Steps

• The value and payout of the contingent value rights (CVRs) will be determined by future events as per the terms of the Merger Agreement.

Key Dates

Keywords

iTeos Therapeutics, ITOS, Concentra Biosciences, Merger, Stock Option, Form 4, Beneficial Ownership, David Hallal, CVR, Acquisition