--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-023155" form_type: "8-K" ticker: null cik: "0001745020" company_name: "Theseus Pharmaceuticals, Inc." filed_at: "2024-02-14T23:59:59+00:00" generated_at: "2026-06-06T02:29:14.914955+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Theseus acquired by Concentra for $4.05/share + CVR; delisting from Nasdaq ## Summary - Tender offer closed Feb 13 with 83.3% (37,211,244 shares) tendered; merger completed Feb 14. - Stockholders received $4.05 cash per share plus one CVR representing potential future payments. - Board of directors resigned; new directors and officers include Kevin Tang (CEO) and Michael Hearne (CFO). - Company requested delisting from Nasdaq and intends to deregister under Section 12(g) of Exchange Act. - Controlled equity offering agreement with Cantor Fitzgerald terminated effective as of closing. ## SEC filing metadata - accession: 0001104659-24-023155 - form_type: 8-K - cik: 0001745020 - company_name: Theseus Pharmaceuticals, Inc. - filed_at: 2024-02-14T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/tm246030d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-023155 - JSON: https://secwatch.observer/filing/0001104659-24-023155.json - Plain text: https://secwatch.observer/filing/0001104659-24-023155.txt ## Key facts - Executive change Steven Stein resigned as Director at Theseus Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Stew Kroll was appointed as Chief Development Officer at Theseus Pharmaceuticals, Inc.. - Action: appointed - Role: Chief Development Officer source text: Stew Kroll, serving as Chief Development Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Thomas Wei was appointed as Chief Business Officer at Theseus Pharmaceuticals, Inc.. - Action: appointed - Role: Chief Business Officer source text: Thomas Wei, serving as Chief Business Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Carl Gordon resigned as Director at Theseus Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Michael Hearne was appointed as Chief Financial Officer at Theseus Pharmaceuticals, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Michael Hearne, serving as Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Iain Dukes resigned as Director at Theseus Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Bradford Dahms resigned as Director at Theseus Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Kevin Tang was appointed as Director at Theseus Pharmaceuticals, Inc.. - Action: appointed - Role: Director source text: The sole director of Merger Sub immediately prior to the Effective Time was Kevin Tang. evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Ryan Cole was appointed as Chief Operating Officer at Theseus Pharmaceuticals, Inc.. - Action: appointed - Role: Chief Operating Officer source text: Ryan Cole, serving as Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Kevin Tang was appointed as Chief Executive Officer at Theseus Pharmaceuticals, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Kevin Tang, serving as Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Kathy Yi resigned as Director at Theseus Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Donald Hayden resigned as Director at Theseus Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Executive change Michael Rome resigned as Director at Theseus Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Governance Changes Theseus Pharmaceuticals, Inc.: Bylaws amended and restated in their entirety in connection with the merger. - Change: bylaw amendment source text: Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - Governance Changes Theseus Pharmaceuticals, Inc.: Certificate of incorporation amended and restated in its entirety in connection with the merger. - Change: charter amendment source text: Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm - M&A Transactions Theseus Pharmaceuticals, Inc. underwent a change of control involving Concentra Biosciences, LLC for $4.05 in cash per Share, plus one non-transferable contractual contingent value right per Share (closed 2024-02-14). - Action: change of control - Counterparty: Concentra Biosciences, LLC - Consideration: $4.05 in cash per Share, plus one non-transferable contractual contingent value right per Share - Closing: 2024-02-14 source text: 2024, Merger Sub completed a tender offer to purchase all of the C ompany’s outstanding shares of common stock, par value $0.0001 per share (the “ Shares ”), in exchange for (i) $4.05 in cash per Share (the “ Cash Amount ”), plus (ii) one non-transferable contractual contingent value right per Share (each, a “ CVR ” and each CVR together with the Cash Amount, evidence_url: https://www.sec.gov/Archives/edgar/data/1745020/000110465924023155/0001104659-24-023155-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.