This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer (the “Offer”) by Concentra Biosciences, LLC, a Delaware limited liability company (“Parent” or “Purchaser”), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (“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 hereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of July 18, 2025 (together with any amendments or supplements thereto, the “Merger Agreement”), among iTeos, Parent and Concentra Merger Sub VIII, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, a copy of which is filed as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement.
All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided in this Schedule TO.
ITEM 1.
| SUMMARY TERM SHEET. |
The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.
ITEM 2.
| SUBJECT COMPANY INFORMATION. |
(a) The subject company and the issuer of the securities subject to the Offer is iTeos. Its principal executive office is located at 321 Arsenal Street, Watertown, Massachusetts 02472, and its telephone number is (339) 217-0161.
(b) This Schedule TO relates to the Shares. According to iTeos as of the close of business on July 28, 2025, there were: (i) 44,205,398 Shares issued and outstanding; (ii) no Shares held by iTeos in its treasury; (iii) 9,894,801 Shares subject to outstanding Company Stock Options with a weighted-average exercise price of approximately $16.00 per share, 2,959,804 of which were In-the-Money Options with a weighted-average exercise price of approximately $6.02 per share; and (iv) 1,104,984 Shares subject to outstanding Company Restricted Stock Units.
(c) The information concerning the principal market on which the Shares are traded, and certain high and low sales prices for the Shares in the principal market in which the Shares are traded set forth in “Special Factors—Section 4. Price Range of Shares; Dividends” of the Offer to Purchase, are incorporated herein by reference.
ITEM 3.
| IDENTITY AND BACKGROUND OF FILING PERSON. |
(a)–(c) The filing companies of this Schedule TO are Parent, Merger Sub, TCP (as defined below) and TCM (as defined below). Each of Parent’s, Merger Sub’s, TCP’s and TCM’s principal executive office is located at 4747 Executive Drive, Suite 210, San Diego, California 92121. Each of Parent’s and Merger Sub’s telephone number is (858) 281-5372. Each of TCP’s and TCM’s telephone number is (858) 200-3830.
Parent was formed under the laws of the State of Delaware on March 8, 2023 and its principal business is currently to consummate the Offer and effect the Merger pursuant to the Merger Agreement, and to perform its obligations under the contingent value rights agreement, which is in substantially the form attached as Exhibit D to the Merger Agreement (the “CVR Agreement”), following the Merger when iTeos is a wholly owned subsidiary of Parent and the surviving entity from the Merger. The executive officers of Parent are: (i) Kevin Tang, Chief Executive Officer; (ii) Michael Hearne, Chief Financial Officer; (iii) Ryan Cole, Chief Operating Officer; (iv) Stew Kroll, Chief Development Officer; and (v) Thomas Wei, Chief Business Officer. Each executive officer of Parent is a United States citizen and has a business address located at 4747 Executive Drive, Suite 210, San Diego, California 92121.