UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 19, 2019 (September 13, 2019)

Y-MABS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38650		47-4619612
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

230 Park Avenue

Suite 3350

New York, New York 10169

(Address of principal executive offices) (Zip Code)

(646) 885-8505

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, $0.0001 par value		YMAB		NASDAQ Global Select Market

Item 1.01 Entry into a Material Definitive Agreement.

On September 13, 2019, Y-mAbs Therapeutics, Inc., (the “Company”) and Memorial Sloan Kettering Cancer Center executed an Amended and Restated Sponsored Research Agreement (the “2019 SRA”), effective as of September 13, 2019. Pursuant to the 2019 SRA, the Company agreed to pay MSK to conduct certain research projects over a period of five (5) years. The research will be conducted in accordance with a written plan and budget approved by the parties. MSK has granted the Company a non-exclusive, non-commercial, non-transferable, royalty-free license to use any inventions or discoveries developed by MSK within the scope of the information resulting from the project, for the Company’s internal, non-commercial research purposes. The Company has also been granted both a first option to negotiate an exclusive or non-exclusive commercial license to MSK’s rights in inventions developed by MSK and a first option to negotiate an exclusive license to MSK’s rights in inventions jointly developed by the parties. The term of the 2019 SRA shall continue until the earlier of (i) the completion of the activities set forth in each statement of work entered into thereunder or (ii) September 13, 2024. The 2019 SRA and any related individual project agreement may be terminated for convenience by either party upon prior written notice.

The foregoing description of the 2019 SRA is not complete and is qualified in its entirety by reference to the text of the 2019 SRA, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description/Exhibit
10.1*		Amended and Restated Sponsored Research Agreement effective as of September 13, 2019 by and between the Company and Memorial Sloan Kettering Cancer Center

* Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Y-MABS THERAPEUTICS, INC.

Date: September 19, 2019	By:	/s/ Thomas Gad
		Thomas Gad
		Founder, Chairman, President and Head of Business Development