WG Biotech ApS - 16 Sep 2025 Form 4 Insider Report for Y-mAbs Therapeutics, Inc. (YMAB)

Role
Director, 10%+ Owner
Signature
WG Biotech ApS by /s/ Johan Wedell-Wedellsborg
Issuer symbol
YMAB
Transactions as of
16 Sep 2025
Net transactions value
-$39,209,404
Form type
4
Filing time
18 Sep 2025, 21:39:55 UTC
Previous filing
12 Dec 2023
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
WG Biotech ApS Director, 10%+ Owner RUNGSTED STRANDVEJ 113, RUNGSTED KYST, DENMARK WG Biotech ApS by /s/ Johan Wedell-Wedellsborg 18 Sep 2025 0001753193

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction YMAB Common Stock Disposition pursuant to a tender of shares in a change of control transaction $39,209,404 -4,559,233 -100% $8.60 0 16 Sep 2025 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

WG Biotech ApS is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 4, 2025, by and among Y-mAbs Therapeutics, Inc. (the "Issuer"), Yosemite Merger Sub, Inc. ("Purchaser"), Perseus BidCo US, Inc., a Delaware corporation ("Parent"), and Stark International Lux, a Luxembourg private limited liability company ("Ultimate Parent"), on September 16, 2025, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger").
F2 Pursuant to the terms of the Merger Agreement, the Shares were tendered at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive $8.60 per Share, in cash, without interest, subject to any applicable withholding of taxes (the "Merger Consideration"). At the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger was duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL) (the "Effective Time"), each issued and outstanding Share was cancelled in exchange for the Merger Consideration.

Remarks:

The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control. Johan Wedell-Wedellsborg is the majority owner of WG Biotech ApS and had sole voting and dispositive power over the shares of the Issuer held by WG Biotech ApS. Mr. Wedell-Wedellsborg served as a director of the Issuer. In connection therewith, WG Biotech ApS may be deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Exchange Act. As a result, WG Biotech ApS is listed as a "Reporting Person" in Item 1 and the "Director" box is marked in Item 5 of this Form 4. This filing shall not be deemed an admission by Reporting Person on this Form 4 that such person was a director of the Issuer by deputization.