Y-mAbs Therapeutics Files 8-K with Major Corporate Events

TL;DR

Y-mAbs 8-K: Acquisition/Disposition, Delisting Notice, Change in Control, Officer/Director Changes filed 9/16.

AI Summary

Y-mAbs Therapeutics, Inc. filed an 8-K on September 16, 2025, reporting several material events. These include the completion of an acquisition or disposition of assets, a notice of potential delisting or failure to meet listing rules, material modifications to security holder rights, a change in control of the registrant, and changes in directors or officers. The filing also covers amendments to articles of incorporation or bylaws and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions at Y-mAbs Therapeutics, Inc., which could impact its stock listing, governance, and strategic direction.

Risk Assessment

Risk Level: high — The filing mentions a notice of delisting or failure to meet listing rules, which is a significant risk to investors.

Key Players & Entities

• Y-mAbs Therapeutics, Inc. (company) — Registrant
• September 16, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — ge on which registered: Common Stock, $0.0001 par value YMAB Nasdaq Global Select
• $8.60 — r share (the " Shares "), at a price of $8.60 per Share (the " Offer Price ") in cash
• $413 million — Offer and the Merger was approximately $413 million without giving effect to related transa

Filing Documents

• tm2525998d2_8k.htm (8-K) — 47KB
• tm2525998d2_ex3-1.htm (EX-3.1) — 11KB
• tm2525998d2_ex3-2.htm (EX-3.2) — 65KB
• 0001104659-25-090232.txt ( ) — 310KB
• ymab-20250916.xsd (EX-101.SCH) — 3KB
• ymab-20250916_lab.xml (EX-101.LAB) — 33KB
• ymab-20250916_pre.xml (EX-101.PRE) — 22KB
• tm2525998d2_8k_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. Agreement and Plan of Merger As previously disclosed in the Current Report on Form 8-K filed by Y-mAbs Therapeutics, Inc., a Delaware corporation (the " Company "), with the U.S. Securities and Exchange Commission (the " SEC ") on August 4, 2025, the Company is party to an Agreement and Plan of Merger, dated as of August 4, 2025 (the " Merger Agreement "), with Perseus BidCo US, Inc., a Delaware corporation (" Parent "), and Yosemite Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (" Purchaser ") and; solely for purposes of Section 5.16 and Article 8 thereof, Stark International Lux, a Luxembourg private limited liability company ( socit responsabilit limite ). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, on August 18, 2025, Purchaser commenced a cash tender offer (the " Offer ") to acquire all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the " Shares "), at a price of $8.60 per Share (the " Offer Price ") in cash, without interest and subject to any applicable withholding of taxes and subject to the satisfaction or waiver, to the extent permitted under applicable legal requirements, of certain conditions set forth in the Merger Agreement. The Offer expired at one minute following 11:59 p.m., Eastern Time, on September 15, 2025 (such date and time, the " Expiration Time ") and was not extended. Equiniti Trust Company, LLC, in its capacity as depositary for the Offer (the " Depositary "), advised the Company that approximately 39,827,138 Shares were validly tendered (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been received by the Depositary for the Offer, as defined by Section 251(h)(6) of the General Corporation Law of the

01 Notice of Delisting or Failure to Satisfy a Continued

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the consummation of the Offer and the Merger, on September 16, 2025, the Company requested that the Nasdaq Global Select Market (" Nasdaq ") suspend the Shares from trading effective as of the open of trading on September 16, 2025, remove the Shares from listing on Nasdaq and file with the SEC an application on Form 25 to report the delisting of the Shares from Nasdaq (the " Form 25 "). Nasdaq has informed the Company that on September 16, 2025, in accordance with the Company's request, Nasdaq filed the Form 25 with the SEC in order to provide notification of such delisting and to effect the deregistration of the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). The Company intends to file with the SEC a Form 15 with respect to the Shares, requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below of this Current Report on Form 8-K is incorporated herein by reference. From and after the Effective Time, holders of Shares (other than Excluded Shares) immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Merger Consideration for each Share held, pursuant to the Merger Agreement).

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. At the Effective Time, the Company became a wholly owned subsidiary of Parent. As a result of Purchaser's acquisition of the Shares pursuant to the Offer and the consummation of the Merger, a change of control of the Company occurred. The information contained in Items 2.01, 3.01 and 3.03 above and in Items 5.02 and 5.03 below of this Current Report on Form 8-K is incorporated herein by reference.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Directors Effective immediately following and contingent upon the consummation of the Merger, Thomas Gad, David N. Gill, Laura J. Hamill, James I. Healy, Michael Rossi, Ashutosh Tyagi and Johan Wedell-Wedellsborg resigned from his or her position as a member of the Company's board of directors (the " Board ") and all committees thereof. Such resignations from the Board were in connection with the transactions contemplated by the Merger Agreement and were not a result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices or any other matter. Resignation of Certain Officers In addition, effective immediately following and contingent upon the consummation of the Merger, Michael Rossi resigned as the Company's President and Chief Executive Officer, Thomas Gad resigned as the Company's Chief Business Officer, Peter Pfreundschuh resigned as the Company's Executive Vice President, Chief Financial Officer and Treasurer, Joris Wiel Jan Wilms resigned as the Company's Senior Vice President and Chief Operating Officer, Douglas J. Gentilcore resigned as the Company's Senior Vice President and Danyelza Business Unit Head, John LaRocca resigned as the Company's Senior Vice President and General Counsel and Secretary and Robert Gunning resigned as the Company's Assistant Treasurer. Such resignations were in connection with the transactions contemplated by the Merger Agreement and were not a result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices or any other matter. Successor Directors and Officers At the Effective Time, in connection with the Merger and in accordance with the terms of the Merger Agreement, the directors of Purchaser, Vanessa Wolfeler, Robert Duffield and Daniel Dolan, bec

03 Amendments to Articles of Incorporations or Bylaws, Change

Item 5.03 Amendments to Articles of Incorporations or Bylaws, Change in Fiscal Year. Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company (the " Certificate of Incorporation ") was amended and restated in its entirety. The Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, pursuant to the Merger Agreement, at the Effective Time, the Company's by-laws (the " By-Laws ") were amended and restated in their entirety. The By-Laws are filed as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of August 4, 2025, by and among Y-mAbs Therapeutics, Inc., Perseus BidCo US, Inc., Yosemite Merger Sub, Inc., and solely for purposes of Section 5.16 and Article 8 thereof, Stark International Lux (filed as Exhibit 2.1 to Y-mAbs Therapeutics Inc.'s Current Report on Form 8-K, filed on August 5, 2025, and incorporated herein by reference)* 3.1 Amended and Restated Certificate of Incorporation of Y-mAbs Therapeutics, Inc. 3.2 Amended and Restated By-Laws of Y-mAbs Therapeutics, Inc. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to provide copies of any of the omitted exhibits and schedules upon request by the SEC.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Y-MABS THERAPEUTICS, INC. Dated: September 16, 2025 By: /s/ Vanessa Wolfeler Vanessa Wolfeler President

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