8-K: Y-mAbs Therapeutics Acquired for $413M, Delists from Nasdaq

Y-mAbs Therapeutics, Inc. has completed its acquisition by Perseus BidCo US, Inc. and Yosemite Merger Sub, Inc. for approximately $413 million, leading to its delisting from Nasdaq.

Summary

• Y-mAbs Therapeutics, Inc. has been acquired by Perseus BidCo US, Inc. and its wholly owned subsidiary Yosemite Merger Sub, Inc. through a cash tender offer and subsequent short-form merger.
• The tender offer, which commenced on August 18, 2025, and expired on September 15, 2025, resulted in approximately 39,827,138 shares being validly tendered, representing 87.22% of the then outstanding shares.
• The acquisition price was $8.60 per share in cash, without interest and subject to applicable withholding taxes.
• The merger was completed on September 16, 2025, with Y-mAbs Therapeutics, Inc. becoming a wholly owned subsidiary of Perseus BidCo US, Inc.
• The aggregate consideration paid in the Offer and the Merger was approximately $413 million, funded by the Parent through a combination of cash on hand and short-term financing.
• All outstanding stock options, restricted stock unit awards, and performance-based restricted stock unit awards were converted into cash based on the Merger Consideration, with options having an exercise price equal to or exceeding the Merger Consideration cancelled for no consideration.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders who received cash for their shares at a fixed price, and the acquisition proceeded as planned without delays. However, it marks the end of Y-mAbs as an independent public entity, which could be seen as a neutral to slightly negative outcome for those who preferred its standalone public status.

Positives

• Shareholders who tendered their shares received a cash payment of $8.60 per share, providing immediate liquidity and a definitive return on their investment.
• The successful completion of the tender offer, with 87.22% of shares tendered, indicates strong shareholder acceptance of the acquisition terms.
• The acquisition provides a clear exit strategy and valuation for Y-mAbs Therapeutics, Inc. shareholders.

Negatives

• Y-mAbs Therapeutics, Inc. common stock has been delisted from the Nasdaq Global Select Market, removing its public trading status and access for investors.
• Existing stockholders (other than those who properly exercised appraisal rights) ceased to have any rights as stockholders of the Company, retaining only the right to receive the Merger Consideration.
• The company intends to deregister its shares and suspend its reporting obligations under the Exchange Act, reducing transparency for former public investors.

Risks

• Stockholders who did not tender their shares or properly exercise appraisal rights will receive the Merger Consideration without interest and subject to applicable withholding taxes.
• Stock options with an exercise price equal to or in excess of the Merger Consideration were automatically cancelled for no consideration, resulting in a loss of potential value for those holders.
• The possibility of legal proceedings from stockholders who properly exercised their statutory rights of appraisal under Delaware law, seeking a judicial determination of fair value for their shares.

Future Outlook

Y-mAbs Therapeutics, Inc. will continue its operations as a wholly owned subsidiary of Perseus BidCo US, Inc. The company's common stock has been delisted from Nasdaq, and it intends to deregister its shares and suspend its reporting obligations under the Exchange Act, transitioning to a private entity.

Industry Context

This acquisition reflects ongoing consolidation within the biotechnology and pharmaceutical sectors, where smaller, publicly traded companies with promising assets or pipelines are often acquired by larger entities seeking to expand their portfolios or achieve strategic synergies. The transition to a private entity allows the acquiring parent company to integrate Y-mAbs' operations and assets without the pressures and reporting requirements of a public company.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• Stockholders who properly exercised and perfected their statutory rights of appraisal under Delaware law are entitled to receive fair value for their shares as determined by the court, rather than the Offer Price.

Stakeholder Impact

• Shareholders: Received $8.60 per share in cash, providing immediate liquidity. Those who did not tender or exercise appraisal rights will also receive this consideration. Former public shareholders lose their equity stake and voting rights in Y-mAbs.
• Management/Employees: Significant changes in the Board of Directors and executive officers, with previous leadership resigning and new appointments from the acquiring entity. Employees will now be part of a privately held subsidiary.
• Parent Company (Perseus BidCo US, Inc.): Successfully acquired Y-mAbs Therapeutics, Inc., gaining full control over its assets and operations.

Next Steps

• Y-mAbs Therapeutics, Inc. will operate as a wholly owned subsidiary of Perseus BidCo US, Inc.
• The company will file a Form 15 with the SEC to deregister its shares under Section 12(g) of the Exchange Act.
• The company will suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Key Dates

Keywords

Y-mAbs Therapeutics, Perseus BidCo US, Yosemite Merger Sub, Acquisition, Merger, Tender Offer, Delisting, Biotechnology, Pharmaceuticals, Corporate Governance, SEC Filing, 8-K, YMAB