M&A - Allakos Inc.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000121465925008064

Filing Summary: This Schedule 13D/A amends a previously filed Schedule 13D regarding Allakos Inc. It provides updates on the merger agreement involving Concentra and Allakos Inc. The merger offer was initiated on April 15, 2025, and expired on May 15, 2025, during which Merger Sub III, a subsidiary of Concentra, accepted 73,398,243 shares of Allakos' common stock, representing approximately 81.21% of the total outstanding shares. Following the offer's expiration, Merger Sub III merged with Allakos Inc., making Allakos a wholly owned subsidiary of Concentra. As of the date of this filing, the reporting persons beneficially own 10,000 shares of Allakos' common stock, which represents 100% of the reported shares. No other transactions in Allakos' common stock were reported in the last 60 days.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000107261325000410

Filing Summary: Allakos Inc. filed an Amendment No. 1 to Schedule 13D pertaining to its common stock, originally filed on October 11, 2022. This amendment details the completion of a merger with Concentra Biosciences, LLC and the associated tender offer. On May 15, 2025, Concentra's wholly owned subsidiary completed a tender offer to acquire Allakos Inc.'s outstanding shares for $0.33 cash per share under the terms outlined in the Offer to Purchase dated April 15, 2025. New Enterprise Associates 16, L.P. and NEA 18 Venture Growth Equity, L.P. tendered all shares they held. No Reporting Persons beneficially own shares and they have ceased to hold 5% or more of the shares as of the completion date. The filing includes references to the Merger Agreement and the Offer to Purchase, among other documents, fulfilling regulatory requirements revealed in Item 6.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000114036125019156

Filing Summary: On May 15, 2025, Allakos Inc. completed a merger with Concentra Biosciences, LLC. This followed a tender offer initiated by Concentra Merger Sub III, Inc., a wholly owned subsidiary of Concentra, which sought to purchase all outstanding shares of Allakos common stock at a price of $0.33 per share. The tender offer was accepted after 73,398,243 shares were validly tendered, representing approximately 81.21% of outstanding shares. The merger was completed without the need for a stockholder vote, with Allakos continuing as the surviving corporation. Alongside the merger, there was a change in control as Allakos became a wholly owned subsidiary of Concentra. Following this, several directors and officers resigned in connection with the merger, and the company’s governing documents were amended and restated. Nasdaq was notified to suspend trading of Allakos shares and initiate delisting procedures.

Form Type: POS AM

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000114036125019300

Filing Summary: On May 15, 2025, Allakos Inc. completed a merger with Concentra Biosciences, LLC. As a result of this merger, Allakos Inc. became a wholly owned subsidiary of Concentra Biosciences. In the transaction, each share of Common Stock was cancelled and converted into the right to receive $0.33 in cash per share, excluding certain specific shares that were exempt from this conversion. This merger follows an Agreement and Plan of Merger entered into on April 1, 2025. Consequently, Allakos has terminated all offerings of its securities under the previously filed Registration Statements and has removed from registration any unsold securities.

Form Type: POS AM

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000114036125019301

Filing Summary: On May 15, 2025, Allakos Inc. completed a merger with Concentra Biosciences, LLC, where Allakos was merged into Concentra Merger Sub III, Inc., a subsidiary of Concentra, making Allakos a wholly owned subsidiary of Concentra. In this transaction, each share of Allakos common stock, except for those shares held in treasury or owned by the parent company and other excluded shares, was converted into the right to receive $0.33 in cash. This merger follows an earlier agreement and plan made on April 1, 2025. As a result of this merger, Allakos has terminated all ongoing offerings of its securities and has filed these Post-Effective Amendments to deregister any unsold shares from their past registration statements.

Form Type: S-8 POS

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000114036125019302

Filing Summary: On May 15, 2025, Allakos Inc. completed a merger with Concentra Biosciences, LLC, where Concentra Merger Sub III, Inc., a wholly owned subsidiary of Parent, merged with Allakos Inc., making Allakos a wholly owned subsidiary of Concentra Biosciences. In this transaction, each outstanding share of Allakos common stock (excluding shares held in treasury or by Concentra entities, and shares subject to appraisal rights) was converted into a cash payment of $0.33 per share. Following the merger, Allakos has deregistered all remaining unsold securities from prior Registration Statements and terminated their effectiveness. This filing reflects the post-effective amendments indicating the deregistration of unsold securities under the Securities Act of 1933, and certifies compliance with filing requirements for Form S-8.

Form Type: S-8 POS

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000114036125019303

Filing Summary: On May 15, 2025, Allakos Inc. filed a Post-Effective Amendment to deregister all shares of its common stock that were remaining unissued under several Registration Statements on Form S-8. This deregistration is part of a broader restructuring following a merger agreement with Concentra Biosciences, LLC and Concentra Merger Sub III, Inc. On the same date, the merger was executed, where Merger Sub merged with and into Allakos, making Allakos a wholly owned subsidiary of Concentra. As a result, each share of Allakos common stock not held in the treasury or owned by the acquirers was cancelled and converted into the right to receive $0.33 in cash per share. The Registrant filed these amendments to remove any unissued, unsold securities from the registration statements, thereby terminating all offerings of its securities under those statements as a direct effect of the merger.

Form Type: S-8 POS

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000114036125019304

Filing Summary: On May 15, 2025, Allakos Inc. completed a merger in which Concentra Merger Sub III, Inc. merged with Allakos Inc., resulting in Allakos becoming a wholly-owned subsidiary of Concentra Biosciences, LLC. This merger involved the cancellation of Allakos shares, converting each share into a cash payment of $0.33. Following this merger, Allakos terminated all offerings of its securities in accordance with previously filed Registration Statements on Form S-8, deregistering all unissued shares. The document outlines the details of the merger agreement and the subsequent actions taken by Allakos concerning its registration statements that were previously effective under the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000114036125019305

Filing Summary: Allakos Inc. filed a Post-Effective Amendment to deregister all shares of its common stock remaining unissued under several registration statements filed with the SEC. These amendments include shares under the 2018 Equity Incentive Plan and the 2018 Employee Stock Purchase Plan across multiple registration numbers. A significant development is the merger with Concentra Biosciences, which was finalized on May 15, 2025, resulting in Allakos becoming a wholly owned subsidiary of Concentra. In this merger, each share of Allakos common stock was converted into the right to receive $0.33 in cash, leading to the termination of all existing offerings of securities. Following the merger, Allakos is removing all unsold securities registered under the statements, thereby terminating their effectiveness as of this filing date.

Form Type: S-8 POS

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000114036125019306

Filing Summary: Allakos Inc. filed a Post-Effective Amendment on May 15, 2025, to deregister all shares remaining unissued under several Registration Statements on Form S-8. This action comes following a merger agreement dated April 1, 2025, with Concentra Biosciences, LLC and its wholly owned subsidiary. The merger resulted in Allakos being merged into Concentra Merger Sub III, Inc., with Allakos as the surviving entity and a wholly owned subsidiary of Concentra. In the merger, each common share of Allakos, apart from those held in treasury or by Concentra, was cancelled and converted into a cash payment of $0.33 per share. Consequently, all securities registered that remain unsold have been deregistered and the effectiveness of the pertinent Registration Statements has been terminated.

Form Type: S-8 POS

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000114036125019309

Filing Summary: On May 15, 2025, Allakos Inc. completed a merger with Concentra Biosciences, LLC, where Concentra Merger Sub III, Inc. was merged with Allakos, resulting in Allakos becoming a wholly owned subsidiary of Concentra. In this merger, shareholders of Allakos received $0.33 in cash for each share, with specific exclusions listed for certain shares. Following the merger, Allakos has deregistered all unsold securities related to its Registration Statements on Form S-8, ensuring compliance with the Securities Act of 1933. This filing serves as a post-effective amendment to withdraw the remaining unissued shares from registration regarding their equity incentive and employee stock purchase plans, indicating a termination of all offerings as a result of the merger.

Form Type: S-8 POS

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000114036125019311

Filing Summary: On May 15, 2025, Allakos Inc. filed a Post-Effective Amendment to deregister all shares of its common stock that remain unissued under multiple Registration Statements on Form S-8. This filing is a direct result of a merger agreement entered into on April 1, 2025, between Allakos Inc. and Concentra Biosciences, LLC, in which a subsidiary of Concentra Biosciences merged with Allakos Inc. on May 15, 2025. In the merger, shareholders of Allakos Inc. received $0.33 per share in cash for their common stock, while shares held by the company, by Concentra, or by certain stockholders demanding appraisal were not converted. Due to the merger, Allakos has terminated all offerings of its securities under the referenced Registration Statements, thus filing these amendments to remove unsold securities from registration and terminate the effectiveness of the earlier filings.

Form Type: S-8 POS

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000114036125019314

Filing Summary: Allakos Inc. filed a Post-Effective Amendment to deregister all shares of its common stock remaining unissued under several Registration Statements on Form S-8. These include registrations pertaining to the 2018 Equity Incentive Plan and the 2018 Employee Stock Purchase Plan. The amendment follows a Merger Agreement executed on April 1, 2025, where Allakos Inc. merged with Concentra Biosciences, LLC on May 15, 2025. As a result of the merger, each share of Allakos common stock was converted into the right to receive $0.33 in cash. This filing removes all unsold securities from the Registration Statements, effectively terminating their effectiveness after the merger took place.

Form Type: SC 14D9/A

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125019155

Filing Summary: On May 15, 2025, Allakos Inc. announced the completion of its acquisition by Concentra Merger Sub III, Inc. following a tender offer that had expired on May 14, 2025. A total of 73,398,243 shares, representing approximately 81.21% of Allakos's outstanding shares, were validly tendered. This acquisition was executed without a stockholder vote in accordance with Delaware law, specifically Section 251(h) of the Delaware General Corporation Law. Each tendered share was cancelled and converted into the right to receive $0.33 in cash, the Offer Price, facilitated through the related Letter of Transmittal. Following the acquisition, Allakos's shares will cease trading on Nasdaq and will be deregistered.

Form Type: SC TO-T/A

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125019154

Filing Summary: On May 15, 2025, Concentra Merger Sub III, Inc., a wholly owned subsidiary of Concentra Biosciences, LLC, completed the acquisition of Allakos Inc. as per the terms of the Merger Agreement dated April 1, 2025. The tender offer, which expired on May 14, 2025, allowed the purchase of shares of Allakos for $0.33 each in cash. A total of 73,398,243 shares were validly tendered, representing approximately 81.21% of the issued and outstanding shares. Upon completion of the acquisition, all outstanding shares not tendered were converted into the right to receive the offer price, and Allakos was merged into Concentra, becoming a wholly owned subsidiary. The shares of Allakos ceased to trade on Nasdaq, with actions taken for delisting and deregistering the shares under the Exchange Act.

Form Type: 10-Q

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000095017025065604

Filing Summary: On March 31, 2025, Allakos Inc., a clinical stage biopharmaceutical company, reported its financial results, revealing a net loss of $26.2 million for the quarter and an accumulated deficit of $1.26 billion. Significant strategic decisions were made, including the discontinuation of the development of AK006 due to the lack of therapeutic activity in trials. Following this, on April 1, 2025, the company entered into a Merger Agreement with Concentra Biosciences, whereby Concentra would acquire all outstanding shares of Allakos through a cash tender offer at $0.33 per share. Following this, a merger between Allakos and a subsidiary of Concentra is planned, allowing Allakos to continue as the surviving entity. The completion of this merger is subject to certain conditions and if failed, there may be considerations for dissolution and liquidation. The company had a total of $59.5 million in assets and total liabilities of $4.1 million as of March 31, 2025, highlighting liquidity challenges but asserting that it has sufficient resources to continue operations for the next 12 months.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000121465925005391

Filing Summary: On April 1, 2025, Allakos Inc. entered into an Agreement and Plan of Merger with Concentra Biosciences, LLC and Concentra Merger Sub III, Inc., which is a wholly owned subsidiary of Concentra. The agreement stipulates that Concentra will acquire all outstanding shares of Allakos' common stock via a cash tender offer, priced at $0.33 per share. The merger will occur with Merger Sub merging into Allakos, which will continue to exist post-merger. The successful closing of the offer is contingent on several conditions, including the tender of more than 50% of Allakos' shares and the requirement that the Closing Net Cash shall be a minimum of $35.5 million. Additionally, a limited guaranty from Tang Capital Partners, LP has been provided to support the obligations related to the merger. As of the date, the Reporting Persons beneficially own 8,693,687 shares, accounting for 9.6% of Allakos' outstanding shares, and specific past transactions in the shares are outlined in Schedule A attached to the document.

Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525070926

Filing Summary: On April 1, 2025, Allakos Inc. entered into a Merger Agreement with Concentra Biosciences, LLC and Concentra Merger Sub III, Inc., whereby Concentra through a cash tender offer will acquire all outstanding shares of Allakos common stock for $0.33 per share. Following the offer, Merger Sub will merge with Allakos, which will survive as a wholly owned subsidiary of Concentra. The board unanimously approved the Merger, deeming it fair and in the best interest of shareholders. Conditions for the offer include obtaining at least 50% of shares tendered, absence of legal restraints, and maintaining a Closing Net Cash of at least $35.5 million. The offer is expected to commence within 10 business days of the Merger Agreement.

Form Type: SC14D9C

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525071439

Filing Summary: On April 2, 2025, Allakos Inc. filed a Schedule 14D-9C regarding the proposed acquisition of the company by Concentra Biosciences, LLC, through a merger agreement dated April 1, 2025. The communication outlines that Concentra will commence a tender offer for all outstanding shares of Allakos common stock as per the merger agreement. The offer is set to commence, with necessary filings to be made with the SEC, including a tender offer statement and a Solicitation/Recommendation Statement. The document provides additional information for investors and security holders about the importance of reading the tender offer materials once available. It also includes cautionary forward-looking statements about potential risks and uncertainties that may affect the completion of the transaction.