Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 4)*

iTeos Therapeutics, Inc.

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(Name of Issuer)

Common Stock, $0.001 par value per share

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(Title of Class of Securities)

46565G104

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(CUSIP Number)

Josh La Grange

Fried, Frank, Harris, Shriver & Jacobson LLP

801 17th Street, NW, Washington, DC 20006

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 10, 2024

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

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.

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.

(i)            Sole power to vote or to direct the vote:

Mr. Davis has the sole power to vote or to direct the vote of 73,137 shares of Common Stock underlying Issuer options exercisable within 60 days.

(ii)           Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Mr. Lewis have shared power to vote or to direct the vote of 2,946,915 shares of Common Stock.

(iii)          Sole power to dispose or to direct the disposition of:

Mr. Davis has the sole power to dispose or to direct the disposition of 73,137 shares of Common Stock underlying Issuer options exercisable within 60 days.

(iv)          Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Mr. Lewis have shared power to dispose or to direct the disposition of 2,946,915 shares of Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by the addition of the following:

The disclosure set forth above in Item 4 of this Amendment regarding the Securities Purchase Agreement is incorporated herein.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended by the addition of the following: