Announcement • Sep 17

+ 1 more update

Y-mAbs Therapeutics Requests Nasdaq Global Select Market to Suspend the Shares from Trading, Effective as of the Open of Trading on September 16, 2025 and Remove Shares from Listing Following Merger

As previously disclosed in the Current Report on Form 8-K filed by Y-mAbs Therapeutics, Inc. (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. (‘Parent’), and Yosemite Merger Sub, Inc., a wholly owned subsidiary of Parent (‘Purchaser’) and; solely for purposes of Section 5.16 and Article 8 thereof, Stark International Lux. 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. Following the completion of the Offer and the satisfaction or waiver of certain conditions set forth in the Merger Agreement, on September 16, 2025, Parent, Purchaser and the Company, pursuant to Section 251(h) of the DGCL and without a vote of the Company’s stockholders, effected a merger of Purchaser with and into the Company (the ‘Merger’), with the separate corporate existence of Purchaser ceasing and the Company surviving the Merger under the name ‘Y-mAbs Therapeutics, Inc.’ as a wholly owned subsidiary of Parent, pursuant to the Merger Agreement (the ‘Surviving Corporation’). 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.

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Y-mAbs Therapeutics Requests Nasdaq Global Select Market to Suspend the Shares from Trading, Effective as of the Open of Trading on September 16, 2025 and Remove Shares from Listing Following Merger

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