Form 4: Y-mAbs Director's Shares & Options Converted in Merger

Director David N. Gill's Y-mAbs Therapeutics holdings were converted to cash following the company's acquisition by Stark International Lux.

Summary

• David N. Gill, a Director of Y-mAbs Therapeutics, Inc. (YMAB), reported changes in beneficial ownership due to a merger.
• On September 16, 2025, a tender offer for Y-mAbs shares was completed, followed by a merger where Y-mAbs became an indirect wholly-owned subsidiary of Perseus BidCo US, Inc., ultimately owned by Stark International Lux.
• Gill's 5,825 shares of common stock were disposed of at $8.60 per share in cash.
• 25,080 Restricted Stock Units (RSUs) held by Gill were cancelled and converted into a cash payment equal to the total number of shares issuable multiplied by the $8.60 merger consideration.
• Employee stock options totaling 126,995 shares were cancelled and converted into cash, calculated as the number of shares subject to the option multiplied by the excess of the $8.60 merger consideration over the option's exercise price.
• Any employee stock options with an exercise price equal to or exceeding the $8.60 merger consideration were cancelled for no consideration.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive as the transaction provided a cash exit for shareholders and in-the-money option holders. However, out-of-the-money option holders received no consideration, which is a negative for them. Overall, it's a factual report of a completed corporate action.

Positives

• Shareholders, including the reporting person, received a cash payment of $8.60 per share for their common stock.
• Restricted Stock Units were converted into a cash payment based on the merger consideration.
• In-the-money employee stock options were converted into a cash payment.

Negatives

• Employee stock options with an exercise price equal to or exceeding the $8.60 merger consideration were cancelled for no consideration.
• Y-mAbs Therapeutics, Inc. is no longer a publicly traded company, removing investment opportunities in YMAB as a standalone entity.

Risks

• No specific future risks for the company are mentioned in this Form 4, as it reports a completed transaction where the company became private. Risks associated with the merger itself would have been disclosed in earlier filings.

Future Outlook

The filing reports on a completed merger transaction, resulting in Y-mAbs Therapeutics, Inc. becoming an indirect wholly-owned subsidiary of Stark International Lux. As such, there are no forward-looking statements or guidance provided for the now private entity in this specific filing.

Management Comments

• The filing details the terms of the Merger Agreement, stating that shares were tendered for $8.60 per share in cash, and equity awards were cancelled and converted into cash based on the merger consideration.

Industry Context

This transaction represents a consolidation event within the biotechnology or pharmaceutical sector, where smaller, often clinical-stage companies like Y-mAbs are acquired by larger entities. Such acquisitions are common strategies for larger companies to expand their pipeline or market share, and for shareholders of the acquired company to realize value.

Comparison to Industry Standards

• The merger consideration of $8.60 per share would typically be evaluated against the company's pre-announcement stock price, analyst price targets, and valuations of comparable M&A transactions in the biotech industry. Without specific details on Y-mAbs's pipeline stage, market capitalization, and recent trading history, a direct comparison to specific comparable companies or projects is not feasible from this Form 4 alone. However, M&A premiums in biotech can vary widely based on clinical trial success, market potential of lead assets, and competitive landscape.

Management Changes

Corporate Governance

Legal Proceedings

• No new legal proceedings are mentioned in this filing.

Related Party Transactions

• No related party transactions are explicitly disclosed beyond the merger agreement itself, which is a transaction between the company and the acquiring entities.

Stakeholder Impact

• Shareholders: Received $8.60 per share in cash, realizing value for their investment.
• Employees (holding options/RSUs): Those with in-the-money options and RSUs received cash payouts. Those with out-of-the-money options received no consideration.
• Company: Now operates as a private entity under new ownership.

Next Steps

• No specific future actions or milestones for the now private entity are mentioned in this Form 4.

Key Dates

Keywords

Y-mAbs Therapeutics, YMAB, Merger, Tender Offer, Beneficial Ownership, Form 4, David N. Gill, Stark International Lux, Equity Conversion, Stock Options, RSUs