Form 4: Y-mAbs Therapeutics Completes Merger, Goes Private

WG Biotech ApS reports the disposition of all its Y-mAbs Therapeutics shares following the company's merger into a private entity at $8.60 per share.

Summary

• Y-mAbs Therapeutics, Inc. (YMAB) completed its merger on September 16, 2025, becoming an indirect wholly-owned subsidiary of Perseus BidCo US, Inc.
• WG Biotech ApS, identified as a director and 10% owner, disposed of 4,559,233 shares of common stock.
• Each share was exchanged for $8.60 in cash as merger consideration, without interest and subject to applicable tax withholding.
• The transaction was executed pursuant to the Agreement and Plan of Merger, dated August 4, 2025.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, providing a cash exit for shareholders at a predetermined price, which is a positive and expected outcome for those involved in the transaction.

Positives

• Shareholders of Y-mAbs Therapeutics received a cash payment of $8.60 per share for their holdings, providing a clear exit.
• The completion of the merger resolves uncertainty regarding the company's future ownership structure.

Negatives

• Y-mAbs Therapeutics is no longer a publicly traded entity, removing it as an investment opportunity in the public market.
• WG Biotech ApS no longer holds beneficial ownership in Y-mAbs Therapeutics.

Risks

• The descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement, which shall control in the event of any conflict.

Future Outlook

Y-mAbs Therapeutics, Inc. will continue as the surviving corporation and an indirect wholly-owned subsidiary of Perseus BidCo US, Inc., transitioning from a publicly traded company to a private entity.

Management Comments

• Johan Wedell-Wedellsborg is the majority owner of WG Biotech ApS and had sole voting and dispositive power over the shares of the Issuer held by WG Biotech ApS.
• Mr. Wedell-Wedellsborg served as a director of the Issuer.
• WG Biotech ApS may be deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Exchange Act.

Industry Context

This transaction aligns with broader industry trends of consolidation within the biopharmaceutical sector, where companies are acquired by larger entities or private equity firms to integrate assets, pipelines, or to operate outside the pressures of public markets.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $8.60 per share in cash, concluding their investment in the public entity.
• Employees: The filing does not directly address employee impact, but a change in ownership structure often leads to organizational changes.
• Customers/Suppliers: No direct impact mentioned, but new ownership may influence future business relationships or strategies.

Next Steps

• Y-mAbs Therapeutics, Inc. will operate as an indirect wholly-owned subsidiary of Perseus BidCo US, Inc.

Key Dates

Keywords

Y-mAbs Therapeutics, YMAB, Merger, Tender Offer, SEC Form 4, Beneficial Ownership, WG Biotech ApS, Biopharmaceutical, Acquisition, Delisting