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SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this Agreement ) is dated as of May 10, 2024, by and among iTeos
Therapeutics, Inc., a Delaware corporation (the Company ), and each of the entities listed on Exhibit A attached to this Agreement (each, including its successors and assigns, an Investor and together, the
WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from
the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, (A) shares (the Shares ) of the Company s common stock, par value $0.001 per share (the Common
Stock ), and/or (B) the pre-funded warrants to purchase shares of Common Stock (the Pre-Funded Warrants ) substantially in the form
attached hereto as Exhibit B; and
NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained,
the Company and each Investor, severally and not jointly, agree as follows:
1. Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:
Board of Directors means the board of directors of the
Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the
United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Common Stock Equivalents means any securities of the Company that would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
2. Purchase and Sale of Securities.
2.1 Purchase and Sale. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell,
and the Investors, severally and not jointly, agree to purchase, an aggregate of $119,994,270.72 of Securities (as defined below), with a purchase price per Share equal to $17.50 and a purchase price per
Pre-Funded Warrant equal to $17.499, which is $17.50 less an exercise price per share equal to $0.001 (as may be adjusted from time to time pursuant to the terms of the
Pre-Funded Warrant). Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each Investor, and each Investor, severally and not jointly,
shall purchase from the Company, (A) that number of Shares equal to (x) the dollar amount set forth opposite such Investor s name on Exhibit A under the heading Share Purchase Price divided by (y) the Per Share
Price, rounded down to the nearest whole share, and/or (B) a Pre-Funded Warrant exercisable for a number of shares of Common Stock equal to (x) the dollar amount set forth opposite such
Investor s name on Exhibit A under the heading Pre-Funded Warrant Purchase Price divided by (y) the Per Pre-Funded
Warrant Price, rounded down to the nearest whole share. The Shares and the Pre-Funded Warrants to be issued in the Closing (as defined below) are
collectively referred to herein as the Securities. The terms of the offer and sale of the Securities to the Investors have been duly authorized by the disinterested directors of the Board of Directors or a validly constituted
2.2 Closing. The closing of the purchase and sale of the Securities (the Closing and the
date on which the Closing occurs, the Closing Date ) shall occur remotely via the exchange of documents and signatures at such time as agreed to by the Company and the Investors but (i) in no event earlier than the second
Business Day after the date hereof and (ii) in no event later than the fifth Business Day after the date hereof. At the Closing, the Shares shall be issued and registered in the name of such Investor, or in such nominee name(s) as designated by
such Investor, representing the number of Shares to be purchased by such Investor at such Closing as set forth in Exhibit A, in each case against payment to the Company of the purchase price therefor (the Aggregate Purchase
Amount ) in full, by wire transfer to the Company of immediately available funds, at or prior to the Closing, in accordance with wire instructions provided by the Company to the Investors prior to the Closing. At the Closing, the Company
shall deliver to such Investor (or such Investor s designated custodian per its delivery instructions), or in such nominee name(s) as designated by such Investor, a Pre-Funded Warrant exercisable for a
number of shares of Common Stock as set forth in Exhibit A with respect to such Investor, in each case against payment to the Company of the purchase price therefor in full, by wire transfer to the Company of immediately available funds, at
or prior to the Closing, in accordance with wire instructions provided by the Company to the Investors prior to the Closing. On the Closing Date, the Company will cause the Company s transfer agent to issue the Shares in book-entry form, free
and clear of all restrictive and other legends and the Company shall provide evidence of such issuance from the Company s transfer agent as of the Closing Date to each Investor. In the event that the Closing has not occurred within one Business
Day of after the expected Closing Date, unless otherwise agreed by the Company and such Investor, the Company shall promptly (but no later than one Business Day thereafter) return the previously wired Aggregate Purchase Amount to each respective
Investor by wire transfer of United States dollars in immediately available funds to the account specified by each Investor, and any book entries for the Securities shall be deemed cancelled; provided that such return of funds shall not terminate
this Agreement or relieve such Investor of its obligation to purchase, or the Company of its obligation to issue and sell, the Securities at the Closing.
2.3 Disclosure of Transactions.
(a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof, file with the
U.S. Securities and Exchange Commission ( SEC ) a Current Report on Form 8-K (including all exhibits thereto, the Disclosure Document ) disclosing all material terms of the
transactions contemplated hereby and by the Pre-Funded Warrant and attaching this Agreement and the Pre-Funded Warrant as exhibits to such Disclosure Document. Following
the filing of the Disclosure Document, no Investor shall at such time be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers,
directors, employees or agents. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor or any of its affiliates or advisers, or include the name of any Investor or any of its
affiliates or advisers in any press release or filing with the SEC or any
regulatory agency, without the prior written consent of such Investor, except (i) as required by the federal securities law in connection with (A) the filing of the Prospectus
Supplement and the filing of this Agreement and the Pre-Funded Warrant with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by
law, at the request of the staff of the SEC or regulatory agency or under the regulations of The Nasdaq Global Market.
Equity Sales. From the date hereof until forty-five (45) days after the Closing Date, the Company shall not (A) issue shares of Common Stock or Common Stock Equivalents, (B) effect a reverse stock split, recapitalization, share
consolidation, reclassification or similar transaction affecting the outstanding Common Stock or (C) file with the SEC a registration statement under the Securities Act relating to any shares of Common Stock or Common Stock Equivalents.
Notwithstanding the foregoing, the provisions of this Section 2.4 shall not apply to (i) the issuance of the Securities hereunder and the filing of the related prospectus supplement to the base prospectus included in
the Registration Statement on Form S-3 (File No. 333-271793 at the time it initially became effective, including all information, documents and exhibits filed with
or incorporated by reference into such prospectus), (ii) the issuance of Common Stock or Common Stock Equivalents upon the conversion, exercise or vesting of any securities of the Company outstanding on the date hereof or outstanding pursuant to
clause (iii) below, (iii) the issuance of any Common Stock or Common Stock Equivalents pursuant to any Company stock-based compensation plans or in accordance with Nasdaq Stock Market Rule 5635(c)(4), or (iv) the filing of a registration
statement on Form S-8 under the Securities Act to register the offer and sale of securities on an equity incentive plan or employee stock purchase plan.
3. Miscellaneous Provisions.
3.1 Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to
be given (a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient s next Business Day, (c) three (3) days after having been sent by certified or registered mail, return-receipt requested and postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt:
(a) If to the Company,
addressed as follows:
iTeos Therapeutics, Inc.,
Attention: Adi Osovsky, VP, Head of Legal
with a copy to (which shall not constitute notice):
Attention: William Michener
(b) If to any Investor, at its address set forth on Exhibit A or to such e-mail address, or
address as subsequently modified by written notice given in accordance with this Section 3.1.
change the address to which notices and communications to it are to be addressed by notification as provided for herein.
Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision
which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties hereto.
3.3 Governing Law; Submission to Jurisdiction; Venue; Waiver of Trial by Jury.
(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to choice of laws
or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction, except to the extent that mandatory principles of Delaware law may apply.
(b) The Company and each of the Investors hereby irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated
hereby, to the general jurisdiction of the any state court or United States Federal court sitting in the City of New York in the State of New York;
(ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;
(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 3.1 or at such other address of which the other party shall have been notified
(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by
law or shall limit the right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (i) are not available despite the intentions of the parties
(v) agrees that final judgment in any such suit, action or proceeding brought in such a
court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by law;
(vi) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal
process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement, to the extent permitted by law; and
(vii) irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement.
3.4 Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.
3.5 Expenses. Except as expressly set forth in this Agreement to the contrary, each party shall pay its own out-of-pocket fees and expenses, including the fees and expenses of attorneys, accountants and consultants employed by such party, incurred in connection with the proposed
investment in the Securities and the consummation of the transactions contemplated thereby; provided, however, that the Company shall pay all transfer agent fees (including, without limitation, any fees required for
same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes (other than income taxes) and duties levied in connection with the delivery of any Securities to the
Investors. Notwithstanding the foregoing, the Company shall pay the reasonable fees and expenses of Cooley LLP, counsel for certain Investors, in an amount not to exceed $30,000 in the aggregate.
3.6 Assignment. None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to
perform all or part of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each case without the prior written consent of (x) the Company, in the case of an Investor, and
(y) the Investors, in the case of the Company, provided that a Investor may, without the prior consent of the Company, assign its rights to purchase the Securities hereunder to any of its affiliates or to any other investment funds or accounts
managed or advised by the investment manager who acts on behalf of such Investor (provided each such assignee agrees to be bound by the terms of this Agreement. In the event of any assignment in accordance with the terms of this Agreement, the