Tender Offer - Allakos Inc.
Form Type: SCHEDULE 13D/A
Filing Date: 2025-04-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121465925006078
Filing Summary: On April 15, 2025, Concentra Merger Sub III, Inc., a wholly owned subsidiary of Concentra Biosciences, LLC, commenced a cash tender offer to purchase all outstanding shares of common stock of Allakos Inc. This tender offer aligns with the Merger Agreement and is set to expire at 11:59 p.m. Eastern Time on May 14, 2025, pending the terms and conditions outlined in the associated Offer to Purchase and the Schedule TO document. This Schedule 13D/A updates the original 13D filing dated February 3, 2025, along with its amendments, providing amendments to Items 2, 4, 6, and 7, while retaining the unchanged disclosures from the original filing. The document also identifies all reporting persons involved in this filing, including Tang Capital Management, LLC, and Kevin Tang, detailing their ownership of shares and roles within the organizations. It emphasizes the voting and dispositive powers shared among the reporting persons over the shares held.
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Additional details:
Item 4 Tender Offer: Merger Sub III commenced a cash tender offer to purchase all outstanding shares of Common Stock of the Issuer.
Item 4 Expiration Date: 2025-05-14
Item 3 Reporting Persons: Tang Capital Management, LLC; Kevin Tang; Tang Capital Partners, LP; Tang Capital Partners International, LP; Concentra Biosciences, LLC; Concentra Merger Sub III, Inc.
Form Type: SC 14D9
Filing Date: 2025-04-15
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125013949
Filing Summary: Allakos Inc. filed a Schedule 14D-9 on April 15, 2025, in connection with a tender offer initiated by Concentra Merger Sub III, Inc. to purchase all outstanding shares of common stock at a price of $0.33 per share. The offer is part of a merger agreement dated April 1, 2025, which enables the merger between Allakos and its parent company. The merger will occur without the need for stockholder approval, provided certain conditions are met. As of April 1, 2025, Allakos had 90,376,972 shares outstanding and several stock options and restricted stock units. Key details include the accelerated vesting of stock options and RSUs upon the merger's effective time. The offer is expected to expire on May 14, 2025, unless extended. A limited guaranty has been provided for obligations under the merger agreement, and there are ongoing operational adjustments within Allakos following this consolidation effort, including the termination of existing equity plans. The filing includes information on the stock ownership of executive officers and directors, highlighting specific interests in the offer among these parties.
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Additional details:
Tender Offer Price: 0.33
Total Shares Outstanding: 90376972
Merger Agreement Date: 2025-04-01
Offer Expiration Date: 2025-05-14
Percentage Target Shares Tendered: 8.07
Cash For Unvested Rsus: 159968
Cash For Unvested Options: 0
Form Type: SC TO-T
Filing Date: 2025-04-15
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125013851
Filing Summary: Concentra Merger Sub III, Inc., part of Concentra Biosciences, LLC, has initiated a tender offer to acquire all outstanding shares of Allakos Inc. at a price of $0.33 per share in cash. The offer is part of a merger agreement between Allakos, Concentra Merger Sub III, Inc., and Concentra Biosciences, LLC, dated April 1, 2025. As of April 1, 2025, there were 90,376,972 shares of Allakos issued and outstanding, along with additional stock options and restricted stock units. The offer is structured to ensure that it is not subject to a financing condition and highlights that the purchasing entity is a Delaware corporation formed specifically for this acquisition. All relevant documents, including the Offer to Purchase and merger agreement, are filed as exhibits to provide detailed terms and compliance with regulatory requirements.
Document Link: View Document
Additional details:
Shares Outstanding: 90376972
Tender Offer Price: 0.33
Principal Market: Nasdaq
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