This amendment (this “Amendment No. 4”) further amends and supplements the statement on Schedule 13D filed on August 7, 2020 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Aaron I. Davis, MVA Investors, LLC, and Joe Lewis with respect to the Common Stock, par value $0.001 (the “Common Stock”) of iTeos Therapeutics, Inc. (the “Issuer”), as previously amended on January 6, 2022 (“Amendment No. 1”), March 21, 2022 (“Amendment No. 2”), and May 11, 2022 (“Amendment No. 3”). Capitalized terms used herein but not defined herein shall have the respective meanings defined in the Original Filing, as previously amended. The Original Filing, as previously amended, is further amended hereby only as specifically set forth herein, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Original Filing, as previously amended, such incorporation by reference is also amended hereby. For purposes of this Amendment No. 4, the “Reporting Persons” is defined collectively as Boxer Capital, Boxer Management, Mr. Davis and Mr. Lewis.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended by the addition of the following:
The disclosure set forth below in Item 4 of this Amendment regarding the acquisition of the shares of Common Stock in the Private Placement is incorporated herein.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended by the addition of the following:
On May 10, 2024, Boxer Capital along with other investors (together, the “Purchasers”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Issuer pursuant to which, along with other investment commitments by the other Purchasers, Boxer Capital agreed to purchase 1,142,857 shares of Common Stock at a price per share of $17.50 in a private placement transaction (the “Private Placement”). Boxer Capital paid for the securities acquired in the Private Placement using its working capital.
The Issuer filed a Form 8-K with the Securities and Exchange Commission on May 13, 2024 (the “Issuer Private Placement 8-K”), further describing the Securities Purchase Agreement and the Private Placement. The descriptions of the Securities Purchase Agreement and the Private Placement set forth herein do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Securities Purchase Agreement, which is filed as Exhibit 99.1 to the Issuer Private Placement 8-K.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
All percentages are based on 36,438,916 shares of the Issuer’s Common Stock outstanding, which is (i) 36,122,922 shares of the Issuer’s Common Stock outstanding as of May 3, 2024 as set forth in the Issuer’s 10-Q filed with the Securities and Exchange Commission on May 10, 2024, plus (ii) 73,137 shares of Common Stock subject to options to purchase shares of Common Stock, held by Mr. Davis, exercisable within the next 60 days, plus (iii) 1,142,857 shares of Common Stock purchased by Boxer Capital in connection with the Private Placement as described in the Issuer Private Placement 8-K, and minus (iv) 900,000 shares of Common Stock pursuant to the exchange of such shares for a pre-funded warrant to purchase up to 900,000 shares of Common Stock as further described in the Issuer Private Placement 8-K.
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 3,020,052 shares of Common Stock, representing 8.3% of the outstanding shares of Common Stock.
Boxer Capital, Boxer Management and Mr. Lewis beneficially own 2,946,915 shares of Common Stock which represents 8.1% of the outstanding Common Stock. Mr. Davis beneficially owns 73,137 shares of Common Stock which represents 0.2% of the outstanding Common Stock.
(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or to direct the disposition of, the Common Stock owned by the Reporting Persons:
(i) Sole power to vote or to direct the vote:
