Exhibit (a)(1)(C)
Offer to Purchase
All Outstanding Shares of Common Stock
of
ITEOS THERAPEUTICS, INC.
at
A Cash Amount of $10.047 per Share, Plus One Non-Transferable Contractual Contingent Value Right for Each Share (“CVR”), Which Represents the Right to Receive One or More Potential Cash Payments, Contingent upon: (i) the Receipt of Proceeds from Any CVR Product Disposition that Occurs Within Six (6) Months Following the Merger Closing Date (the “Disposition Period”) and Such Proceeds Are Received by the Eighth (8th) Anniversary Following the End of the Disposition Period; and (ii) Closing Net Cash in Excess of $475,000,000, As Determined Within Thirty (30) Days Following the Merger Closing Date, as
Described in the CVR Agreement.
Pursuant to the Offer to Purchase
Dated August 1, 2025
by
CONCENTRA BIOSCIENCES, LLC
CONCENTRA MERGER SUB VIII, INC.
a wholly owned subsidiary of Purchaser
TANG CAPITAL PARTNERS, LP
TANG CAPITAL MANAGEMENT, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M. EASTERN TIME ON AUGUST 28, 2025, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
August 1, 2025
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Concentra Biosciences, LLC, a Delaware limited liability company (“Parent” or “Purchaser”), to act as Depositary and Paying Agent in connection with Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of iTeos Therapeutics, Inc., a Delaware corporation (“iTeos”), for: (i) $10.047 per Share in cash (the “Cash Amount”); plus (ii) one non-transferable contractual contingent value right for each Share (each, a “CVR,” and each CVR together with the Cash Amount, the “Offer Price”), all upon the terms and subject to the conditions described in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee. On July 18, 2025, the iTeos board of directors (the “iTeos Board”) held a meeting at which the iTeos Board unanimously: (i) determined that the Offer, the Merger and the other transactions contemplated by the Merger Agreement and the CVR Agreement (collectively, the “Transactions”) are fair to, and in the best interests of, iTeos and iTeos’ stockholders (other than Parent and its affiliates); (ii) duly authorized and approved the execution, delivery and performance by iTeos of the Merger Agreement and the consummation by iTeos of the Transactions; (iii) declared that the execution, delivery and performance by iTeos of the Merger agreement and the consummation by iTeos of the Transactions were advisable; (iv) declared that the Merger Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Offer Closing Time; and (v) recommended that iTeos’ stockholders accept the Offer and tender their Shares in the Offer.
Concurrently with the execution of the Merger Agreement, and as a condition and inducement to iTeos’ willingness to enter into the Merger Agreement, Tang Capital Partners, LP, a Delaware limited partnership (“TCP” or