UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
iTeos Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
46565G104
(CUSIP Number)
Luke Evnin
MPM Asset Management
450 Kendall Street
Cambridge, MA 01242
Telephone: (617) 425-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 6, 2021
(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).
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
MPM BioVentures 2014, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
1,631,972 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,631,972 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,631,972 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.6%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This schedule is filed by MPM BioVentures 2014, L.P. (“BV 2014”), MPM BioVentures 2014 (B), L.P. (“BV 2014(B)”), MPM Asset Management Investors BV2014 LLC (“AM BV2014 LLC”), MPM BioVentures 2018, L.P. (“BV 2018”), MPM BioVentures 2018 (B), L.P. (“BV 2018(B)”), MPM Asset Management Investors BV2018 LLC (“AM BV2018 LLC”), UBS Oncology Impact Fund L.P. (“UBS Oncology”), MPM BioVentures 2014 GP LLC (“BV 2014 GP”), MPM BioVentures 2014 LLC (“BV 2014 LLC”), MPM BioVentures 2018 GP LLC (“BV 2018 GP”), MPM BioVentures 2018 LLC (“BV 2018 LLC”), Oncology Impact Fund (Cayman) Management LP (“Oncology Cayman”) and BioImpact Capital LLC (“BioImpact”) (collectively, the “MPM Entities”) and Ansbert Gadicke, Luke Evnin, Todd Foley and Edward Hurwitz (collectively, the “Listed Persons” and together with the MPM Entities, the “Filing Persons”). The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of iTeos Therapeutics, Inc. (the “Issuer”), as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 2
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
MPM BioVentures 2014 (B), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
97,289 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
97,289 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
97,289 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.3%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 3
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
MPM Asset Management Investors BV2014 LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
56,172 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
56,172 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
56,172 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.2%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 4
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
MPM BioVentures 2018, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
1,030,718 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,030,718 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,030,718 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.9%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 5
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
MPM BioVentures 2018 (B), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
48,966 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
48,966 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
48,966 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.1%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 6
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
MPM Asset Management Investors BV2018 LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
20,353 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
20,353 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,353 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.1%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 7
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
UBS Oncology Impact Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
1,844,727 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,844,727 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,844,727 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.2%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 8
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
MPM BioVentures 2014 GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,729,261(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,729,261(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,261(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.9%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 1,631,972 shares held by BV 2014 and 97,289 shares held by BV 2014(B). BV 2014 GP and BV 2014 LLC are the direct and indirect general partners of BV 2014 and BV 2014(B). |
| (3) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 9
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
MPM BioVentures 2014 LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,785,433(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,785,433(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,785,433(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.1%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 1,631,972 shares held by BV 2014, 97,289 shares held by BV 2014(B) and 56,172 shares held by AM BV2014 LLC. BV 2014 GP and BV 2014 LLC are the direct and indirect general partners of BV 2014 and BV 2014(B). BV 2014 LLC is the manager of AM BV2014 LLC |
| (3) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 10
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
MPM BioVentures 2018 GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,079,684(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,079,684(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,079,684(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.1%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 1,030,718 shares held by BV 2018 and 48,966 shares held by BV 2018(B). BV 2018 GP and BV 2018 LLC are the direct and indirect general partners of BV 2018 and BV 2018(B). |
| (3) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 11
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
MPM BioVentures 2018 LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,100,037(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,100,037(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,100,037(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.1%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 1,030,718 shares held by BV 2018, 48,966 shares held by BV 2018(B) and 20,353 shares held by AM BV2018 LLC. BV 2018 GP and BV 2018 LLC are the direct and indirect general partners of BV 2018 and BV 2018(B). BV 2018 LLC is the manager of AM BV2018 LLC. |
| (3) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 12
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
Oncology Impact Fund (Cayman) Management LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
1,844,727(2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,844,727(2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,844,727(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.2%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Consists of shares held by UBS Oncology. BioImpact is the General Partner of Oncology Cayman, the General Partner of UBS Oncology. |
| (3) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 13
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
BioImpact Capital LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
1,844,727(2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,844,727(2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,844,727(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.2%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Consists of shares held by UBS Oncology. BioImpact is the general partner Oncology Cayman, the General Partner of UBS Oncology. |
| (3) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 14
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
Ansbert Gadicke | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
4,730,197(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,730,197(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,730,197(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
13.4%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 1,631,972 shares held by BV 2014, 97,289 shares held by BV 2014(B), 56,172 shares held by AM BV2014 LLC, 1,030,718 share held by BV 2018, 48,966 shares held by BV 2018(B), 20,353 shares held by AM BV2018 LLC and 1,844,727 shares held by UBS Oncology. The Reporting Person is a managing director of BV 2014 LLC and BV2018 LLC and the managing partner of BioImpact. |
| (3) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 15
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
Luke Evnin | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,855,470(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,855,470(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,855,470(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
8.2%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 1,631,972 shares held by BV 2014, 97,289 shares held by BV 2014(B), 56,172 shares held by AM BV2014 LLC, 1,030,718 share held by BV 2018, 48,966 shares held by BV 2018(B) and 20,353 shares held by AM BV2018 LLC. The Reporting Person is a managing director of BV 2014 LLC and BV 2018 LLC. |
| (3) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 16
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
Todd Foley | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,855,470(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,855,470(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,855,470(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
8.2%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 1,631,972 shares held by BV 2014, 97,289 shares held by BV 2014(B), 56,172 shares held by AM BV2014 LLC, 1,030,718 share held by BV 2018, 48,966 shares held by BV 2018(B) and 20,353 shares held by AM BV2018 LLC. The Reporting Person is a managing director of BV 2014 LLC and BV 2018 LLC. |
| (3) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 17
CUSIP No. 46565G104
| 1. |
Name of Reporting Persons.
Edward Hurwitz | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,100,037(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,100,037(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,100,037(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.1%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 1,030,718 shares held by BV 2018, 48,966 shares held by BV 2018(B) and 20,353 shares held by AM BV2018 LLC. The Reporting Person is a managing director of BV 2018 LLC. |
| (3) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
Page 18
This Amendment No. 3 to Schedule 13D (“Amendment No. 2”) is being filed as an amendment to the initial statement on Schedule 13D relating to the common stock (the “Common Stock”), of iTeos Therapeutics Inc. (the “Issuer”), as filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2020 and, as amended by Amendment No. 1 filed September 21, 2021 and Amendment No. 2 filed October 19, 2021 (as amended, the “Original Schedule 13D”). This Schedule 13D/A is being filed by the Filing Persons to report the open market sales and distributions in kind of the Issuer’s Common Stock by certain Filing Persons.
Items 4, 5 and 7 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment No. 3 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
The MPM Entities sold an aggregate of 617,640 shares of Common Stock in open market transactions from October 7, 2021 through December 7, 2021 for aggregate gross proceeds of $19,939,210. On November 17, 2021, BV 2014(B) distributed an aggregate of 10,424 shares of Common Stock in a pro rata in-kind distribution to its limited partners for no consideration and BV 2018(B) distributed an aggregate of 5,247 shares of Common Stock in a pro rata in-kind distribution to its limited partners for no consideration.
| Item 5. | Interest in Securities of the Issuer |
(a) – (b) The following information with respect to the ownership of the Common Stock of the Issuer by the Filing Persons is provided as of December 7, 2021:
| Reporting Person |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (1) |
|||||||||||||||||||||
| BV 2014 |
1,631,972 | 1,631,972 | 0 | 1,631,972 | 0 | 1,631,972 | 4.6 | % | ||||||||||||||||||||
| BV 2014(B) |
97,289 | 97,289 | 0 | 97,289 | 0 | 97,289 | 0.3 | % | ||||||||||||||||||||
| AM BV2014 LLC |
56,172 | 56,172 | 0 | 56,172 | 0 | 56,172 | 0.2 | % | ||||||||||||||||||||
| BV 2018 |
1,030,718 | 1,030,718 | 0 | 1,030,718 | 0 | 1,030,718 | 2.9 | % | ||||||||||||||||||||
| BV 2018(B) |
48,966 | 48,966 | 0 | 48,966 | 0 | 48,966 | 0.1 | % | ||||||||||||||||||||
| AM BV2018 LLC |
20,353 | 20,353 | 0 | 20,353 | 0 | 20,353 | 0.1 | % | ||||||||||||||||||||
| UBS Oncology |
1,844,727 | 1,844,727 | 0 | 1,844,727 | 0 | 1,844,727 | 5.2 | % | ||||||||||||||||||||
| BV 2014 GP(2) |
0 | 0 | 1,729,261 | 0 | 1,729,261 | 1,729,261 | 4.9 | % | ||||||||||||||||||||
| BV 2014 LLC(3) |
0 | 0 | 1,785,433 | 0 | 1,785,433 | 1,785,433 | 5.1 | % | ||||||||||||||||||||
| BV 2018 GP(4) |
0 | 0 | 1,079,684 | 0 | 1,079,684 | 1,079,684 | 3.1 | % | ||||||||||||||||||||
| BV 2018 LLC(5) |
0 | 0 | 1,100,037 | 0 | 1,100,037 | 1,100,037 | 3.1 | % | ||||||||||||||||||||
| Oncology Cayman(6) |
0 | 0 | 1,844,727 | 0 | 1,844,727 | 1,844,727 | 5.2 | % | ||||||||||||||||||||
| BioImpact(6) |
0 | 0 | 1,844,727 | 0 | 1,844,727 | 1,844,727 | 5.2 | % | ||||||||||||||||||||
| Ansbert Gadicke(7) |
0 | 0 | 4,730,197 | 0 | 4,730,197 | 4,730,197 | 13.4 | % | ||||||||||||||||||||
| Luke Evnin(8) |
0 | 0 | 2,885,470 | 0 | 2,885,470 | 2,885,470 | 8.2 | % | ||||||||||||||||||||
| Todd Foley(8) |
0 | 0 | 2,885,470 | 0 | 2,885,470 | 2,885,470 | 8.2 | % | ||||||||||||||||||||
| Edward Hurwitz(9) |
0 | 0 | 1,100,037 | 0 | 1,100,037 | 1,100,037 | 3.1 | % | ||||||||||||||||||||
Page 19
| (1) | This percentage is calculated based upon 35,273,893 outstanding shares of common stock of the Issuer, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021. |
| (2) | Includes securities held by BV 2014 and BV 2014(B). BV 2014 GP is the direct general partner of BV 2014 and BV 2014(B). |
| (3) | Includes securities held by BV 2014, BV2014(B) and AM BV2014 LLC. BV 2014 LLC is the indirect general partner of BV 2014 and BV 2014(B) and the manager of AM BV2014 LLC. |
| (4) | Includes securities held by BV 2018 and BV 2018(B). BV 2018 GP is the direct general partner of BV 2018 and BV 2018(B). |
| (5) | Includes securities held by BV 2018, BV 2018(B) and AM BV2018 LLC. BV 2018 LLC is the indirect general partner of BV 2018 and BV 2018(B) and the manager of AM BV2018 LLC. |
| (6) | Includes shares held by UBS Oncology. BioImpact is the General Partner of Oncology Cayman, the General Partner of UBS Oncology. |
| (7) | Includes securities held by BV 2014, BV 2014(B), AM BV2014 LLC, BV 2018, BV 2018(B), AM BV2018 LLC and UBS Oncology. The Reporting Person is a managing director of BV 2014 LLC and BV 2018 LLC and the managing partner of BioImpact. |
| (8) | Includes securities held by BV 2014, BV 2014(B), AM BV2014 LLC, BV 2018, BV 2018(B), and AM BV2018 LLC. The Reporting Person is a managing director of BV 2014 LLC and BV 2018 LLC. |
| (9) | Includes shares held by BV 2018, BV 2018(B) and AM BV2018 LLC. The Reporting Person is a managing director of BV 2018 LLC. |
Each Filing Person disclaims membership in a “group.” Each Filing Person also disclaims beneficial ownership of any shares of the Issuer, except for the shares set forth in the table above next to the respective Filing Person’s name in subsection (b) of this Item 5.
Page 20
The Reporting Persons sold the following Common Stock in the open market in the sixty days preceding the date of this filing:
| Date of Sale |
Price Range | Average Price |
Sold by BV 2014 |
Sold by AM BV2014 LLC |
Sold by BV 2018 |
Sold by AM BV2018 LLC |
Sold by UBS Oncology |
|||||||||||||||||||||
| 10/7/2021 |
$ | 26.95-$27.07 | $ | 27.00 | 684 | 24 | 432 | 9 | 773 | |||||||||||||||||||
| 10/8/2021 |
$ | 26.97-$27.035 | $ | 27.01 | 1,210 | 42 | 765 | 15 | 1,368 | |||||||||||||||||||
| 10/11/2021 |
$ | 26.95-$27.53 | $ | 27.24 | 29,081 | 1,001 | 18,367 | 363 | 32,872 | |||||||||||||||||||
| 10/12/2021 |
$ | 26.95-$27.28 | $ | 27.09 | 5,077 | 175 | 3,206 | 63 | 5,739 | |||||||||||||||||||
| 10/13/2021 |
$ | 26.95-$27.335 | $ | 27.13 | 12,469 | 429 | 7,875 | 156 | 14,094 | |||||||||||||||||||
| 10/14/2021 |
$ | 26.95-$27.84 | $ | 27.30 | 16,277 | 560 | 10,280 | 203 | 18,399 | |||||||||||||||||||
| 10/15/2021 |
$ | 26.97-$27.955 | $ | 27.53 | 5,298 | 182 | 3,347 | 66 | 5,989 | |||||||||||||||||||
| 10/15/2021 |
$ | 27.97-$28.07 | $ | 28.01 | 1,215 | 42 | 767 | 15 | 1,374 | |||||||||||||||||||
| 10/18/2021 |
$ | 26.96-$27.94 | $ | 27.14 | 3,676 | 125 | 2,321 | 45 | 4,153 | |||||||||||||||||||
| 11/22/2021 |
$ | 36.58-$37.555 | $ | 37.16 | 5,545 | 191 | 3,502 | 69 | 6,268 | |||||||||||||||||||
| 11/22/2021 |
$ | 37.58-$38.16 | $ | 37.81 | 7,034 | 242 | 4,443 | 88 | 7,951 | |||||||||||||||||||
| 11/23/2021 |
$ | 35.46-$36.45 | $ | 36.21 | 11,704 | 403 | 7,392 | 146 | 13,231 | |||||||||||||||||||
| 11/23/2021 |
$ | 36.48-$36.52 | $ | 36.50 | 214 | 7 | 135 | 3 | 241 | |||||||||||||||||||
| 11/24/2021 |
$ | 34.82-$35.78 | $ | 35.20 | 2,900 | 100 | 1,832 | 36 | 3,279 | |||||||||||||||||||
| 11/24/2021 |
$ | 35.83-$36.81 | $ | 36.05 | 10,929 | 376 | 6,902 | 136 | 12,353 | |||||||||||||||||||
| 11/24/2021 |
$ | 36.85-$37.27 | $ | 37.02 | 7,820 | 269 | 4,939 | 98 | 8,839 | |||||||||||||||||||
| 11/26/2021 |
$ | 34.915-$35.91 | $ | 35.49 | 3,899 | 134 | 2,463 | 49 | 4,407 | |||||||||||||||||||
| 11/26/2021 |
$ | 35.92-$36.39 | $ | 36.03 | 3,652 | 126 | 2,306 | 45 | 4,129 | |||||||||||||||||||
| 11/29/2021 |
$ | 34.06-$34.86 | $ | 34.46 | 6,001 | 207 | 3,790 | 75 | 6,783 | |||||||||||||||||||
| 11/29/2021 |
$ | 35.125-35.67 | $ | 35.37 | 178 | 6 | 112 | 2 | 202 | |||||||||||||||||||
| 11/30/2021 |
$ | 33.93-$34.92 | $ | 34.62 | 3,494 | 120 | 2,206 | 41 | 3,948 | |||||||||||||||||||
| 11/30/2021 |
$ | 34.93-$35.465 | $ | 35.19 | 16,733 | 576 | 10,569 | 198 | 18,916 | |||||||||||||||||||
| 12/1/2021 |
$ | 33.26-$34.22 | $ | 33.82 | 3,600 | 124 | 2,274 | 44 | 4,069 | |||||||||||||||||||
| 12/1/2021 |
$ | 34.30-$35.17 | $ | 34.61 | 3,251 | 112 | 2,053 | 41 | 3,674 | |||||||||||||||||||
| 12/1/2021 |
$ | 35.30-$35.77 | $ | 35.34 | 534 | 18 | 337 | 7 | 604 | |||||||||||||||||||
| 12/2/2021 |
$ | 33.19-$34.17 | $ | 33.74 | 17,728 | 611 | 11,197 | 221 | 20,039 | |||||||||||||||||||
| 12/2/2021 |
$ | 34.25-$35.14 | $ | 34.83 | 4,427 | 152 | 2,796 | 55 | 5,004 | |||||||||||||||||||
| 12/3/2021 |
$ | 34.15-$35.135 | $ | 34.68 | 10,467 | 359 | 6,612 | 131 | 11,833 | |||||||||||||||||||
| 12/3/2021 |
$ | 35.15-$36.06 | $ | 35.44 | 1,441 | 50 | 910 | 18 | 1,628 | |||||||||||||||||||
| 12/3/2021 |
$ | 36.26 | $ | 36.26 | 107 | 4 | 67 | 1 | 121 | |||||||||||||||||||
| 12/6/2021 |
$ | 31.98-$32.975 | $ | 32.35 | 5,046 | 173 | 3,187 | 63 | 5,704 | |||||||||||||||||||
| 12/6/2021 |
$ | 32.99-$33.98 | $ | 33.57 | 698 | 24 | 441 | 8 | 789 | |||||||||||||||||||
| 12/6/2021 |
$ | 34-34.125 | $ | 34.08 | 303 | 10 | 191 | 4 | 342 | |||||||||||||||||||
| 12/6/2021 |
$ | 35.04 | $ | 35.04 | 35 | 2 | 22 | 1 | 40 | |||||||||||||||||||
| 12/7/2021 |
$ | 32.84-$33.75 | $ | 33.15 | 10,701 | 368 | 6,759 | 134 | 12,097 | |||||||||||||||||||
| 12/7/2021 |
$ | 33.875-$34.25 | $ | 34.11 | 890 | 31 | 562 | 11 | 1,005 | |||||||||||||||||||
| 214,318 | 7,375 | 135,359 | 2,660 | 242,257 | ||||||||||||||||||||||||
The information provided and incorporated by reference in Item 3 and Item 6 is hereby incorporated by reference in this Item 5.
| (d) | Inapplicable. |
| (e) | Inapplicable. |
| Item 7. | Material to Be Filed as Exhibits |
| C. | Agreement regarding filing of joint Schedule 13D. |
Page 21
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 9, 2021
| MPM BIOVENTURES 2014, L.P. | ||
| By: | MPM BioVentures 2014 GP LLC, | |
| its General Partner | ||
| By: | MPM BioVentures 2014 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2014 (B), L.P. | ||
| By: | MPM BioVentures 2014 GP LLC, | |
| its General Partner | ||
| By: | MPM BioVentures 2014 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM ASSET MANAGEMENT INVESTORS BV2014 LLC | ||
| By: | MPM BioVentures 2014 LLC, | |
| Its Manager | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2014 GP LLC | ||
| By: | MPM BioVentures 2014 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
Page 22
| MPM BIOVENTURES 2014 LLC | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2018, L.P. | ||
| By: | MPM BioVentures 2018 GP LLC, | |
| its General Partner | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2018 (B), L.P. | ||
| By: | MPM BioVentures 2018 GP LLC, | |
| its General Partner | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM ASSET MANAGEMENT INVESTORS BV2018 LLC | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Manager | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2018 GP LLC | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2018 LLC | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
Page 23
| UBS ONCOLOGY IMPACT FUND, L.P. | ||
| By: | Oncology Impact Fund (Cayman) Management L.P., | |
| its General Partner | ||
| By: | BioImpact Capital LLC | |
| Its General Partner | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Partner | |
| ONCOLOGY IMPACT FUND (CAYMAN) MANAGEMENT L.P. | ||
| By: | BioImpact Capital LLC | |
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Partner | |
| BIOIMPACT CAPITAL LLC | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Partner | |
| By: | /s/ Todd Foley | |
| Name: | Todd Foley | |
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| By: | /s/ Edward Hurwitz | |
| Name: | Edward Hurwitz | |
Page 24
Schedule I
General Partners/Members
Ansbert Gadicke
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Managing director of MPM BioVentures 2014 LLC, MPM BioVentures 2018 LLC and managing partner of BioImpact Capital LLC.
Citizenship: USA
Luke Evnin
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Managing director of MPM BioVentures 2014 LLC and MPM BioVentures 2018 LLC.
Citizenship: USA
Todd Foley
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Managing director of MPM BioVentures 2014 LLC and MPM BioVentures 2018 LLC.
Citizenship: USA
Edward Hurwitz
c/o MPM Asset Management
450 Kendall Street
Cambridge, MA 02142
Principal Occupation: Managing director of MPM BioVentures 2018 LLC.
Citizenship: USA
Page 25
Exhibit Index
| C. | Agreement regarding filing of joint Schedule 13D. |
Page 26
Exhibit C
Joint Filing Statement
I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the beneficial ownership by the undersigned of the equity securities of iTeos Therapeutics, Inc. is filed on behalf of each of the undersigned.
Date: December 9, 2021
| MPM BIOVENTURES 2014, L.P. | ||
| By: | MPM BioVentures 2014 GP LLC, | |
| its General Partner | ||
| By: | MPM BioVentures 2014 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2014 (B), L.P. | ||
| By: | MPM BioVentures 2014 GP LLC, | |
| its General Partner | ||
| By: | MPM BioVentures 2014 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM ASSET MANAGEMENT INVESTORS BV2014 LLC | ||
| By: | MPM BioVentures 2014 LLC, | |
| Its Manager | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2014 GP LLC | ||
| By: | MPM BioVentures 2014 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
Page 27
| MPM BIOVENTURES 2014 LLC | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2018, L.P. | ||
| By: | MPM BioVentures 2018 GP LLC, | |
| its General Partner | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2018 (B), L.P. | ||
| By: | MPM BioVentures 2018 GP LLC, | |
| its General Partner | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM ASSET MANAGEMENT INVESTORS BV2018 LLC | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Manager | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2018 GP LLC | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2018 LLC | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
Page 28
| UBS ONCOLOGY IMPACT FUND, L.P. | ||
| By: | Oncology Impact Fund (Cayman) Management L.P., | |
| its General Partner | ||
| By: | BioImpact Capital LLC | |
| Its General Partner | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Partner | |
| ONCOLOGY IMPACT FUND (CAYMAN) MANAGEMENT L.P. | ||
| By: | BioImpact Capital LLC | |
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Partner | |
| BIOIMPACT CAPITAL LLC | ||
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| Title: | Managing Partner | |
| By: | /s/ Todd Foley | |
| Name: | Todd Foley | |
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| By: | /s/ Edward Hurwitz | |
| Name: | Edward Hurwitz | |
Page 29