# 16 C.F.R. Part 803 – Appendix (2025) > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Aftc%3Adcb20261478aba39 ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text 16 C.F.R. Part 803 – Appendix Notification and Report Form for Certain Mergers and Acquisitions Acquired Person FEE INFORMATION Total Filing Fee: Select Filing Fee. ☒ Acquiring Person Paid By: Name of Payer Amount Paid ☐ Acquired Person Check Number ☐ Both EWT Institution & Confirmation Number GENERAL INFORMATION Post-Consummation Filing? Cash Tender Offer? Bankruptcy? ☐ Yes ☐ Yes ☐ Yes ☒ No ☒ No ☒ No Do you request early termination of the waiting period? ☐ Yes ☒ No (Grants of early termination are published in the Federal Register and on the FTC website.) ULTIMATE PARENT ENTITY (UPE) INFORMATION ► UPE Details Name: Beta, Inc. ______________________________________________________________________________________________________________ Headquarters Address: 450 Capital Boulevard ________________________________ City: Albany ___________________________ State: NY _______ Address Line 2: _____________________________________ Zip Code: 12201 _______ Country: United States _________________________ Website: www.betacompany.com _________________________________________________________________________________________________ Entity Type: The UPE of the acquired person is a(n)? ☒ Corporation ☐ Unincorporated Entity ☐ Natural Person ☐ Other (Specify): _________________________________________ Name and address of filing notification entity, if different than UPE (Name, Address, City, State, Zip Code, and Country) FILING MADE ON BEHALF OF THE UPE ☒ Not Applicable. ☐ This report is being filed on behalf of the ultimate parent entity by another entity within the same person authorized by it to file pursuant to § 803.2(a). ☐ This report is being filed on behalf of a foreign person pursuant to § 803.4. PRIMARY HSR REPORT CONTACT SECONDARY HSR REPORT CONTACT SECOND REQUEST CONTACT Name: Henry De Lamar Holly S Richman Henry De Lamar Firm/Company: De Lamar & Associates, LLP De Lamar & Associates, LLP De Lamar & Associates, LLP Address: 200 First Street 200 First Street 200 First Street City, State, Zip Code: Albany, NY 12201 Albany, NY 12201 Albany, NY 12201 Country: United States United States United States Telephone Number: 212-555-1212 212-555-1214 212-555-1212 E-Mail Address: hdl@dlaassociates.com hdl@dlaassociates.com hdl@dlaassociates.com UPE ANNUAL REPORTS AND FINANCIAL INFORMATION Central Index Key (CIK) Number [none] Annual/Audit Report Document # or Link #1 A-1 Year-End Financial Statements – Beta, Inc. Date of Annual/Audit Report December 31, 2024 FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 1 of 11 16 C.F.R. Part 803 – Appendix A – Acquired Person Name of Acquired Person UPE: Beta, Inc. Date: 2/10/2025 Does the person filing notification stipulate that the acquired person meets the size of person test? See 15 U.S.C. § 18a(a). ☒ Yes, the lower size of person test ☐ Yes, the higher size of person test ☐ N/A ☒ None MINORITY SHAREHOLDERS OR INTEREST HOLDERS Entity Minority Holder & D/B/A Name HQ Address Percent Held ► Acquired Entity Structure ENTITIES WITHIN THE ACQUIRED ENTITY(IES) Company or Operating Business d/b/a Name(s): Entity Name City State Zip Code Country New York Originators, Inc. New York NY 10001 USA ANNUAL REPORTS AND AUDIT REPORTS Acquired Entity Central Index Key (CIK) Number Annual/Audit Report File Name or Link Date of Annual/Audit Report [none] TRANSACTION INFORMATION ► Parties ACQUIRING UPE(S) ACQUIRED UPE(S) Name: PNO Wellness plc Name: Beta, Inc. Address: 1212 Mulberry Street Address: 450 Capital Boulevard Address Line 2: Suite 900 Address Line 2: City, State, Zip Code: London W11 2BQ City, State, Zip Code: Albany, NY 12201 Country: United Kingdom Country: United States Website: www.pnowellness.com Website: www.betacompany.com ACQUIRING ENTITY(IES) – (Tab to add additional “Acquiring Entity” entries.) TARGET(S) – (Tab to add additional “Target” entries.) Name: NY Acquisition Sub, LLC Name: New York Originators, Inc. Address: 7000 Main Street Address: 6820 Washington Avenue Address Line 2: Address Line 2: City, State, Zip Code: Atlanta, GA 30301 City, State, Zip Code: New York, NY 10001 Country: United States Country: United States Website: Website: www.nyoriginators.com FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 2 of 11 16 C.F.R. Part 803 – Appendix A – Acquired Person Name of Acquired Person UPE: Beta, Inc. Date: 2/10/2025 ► Transaction Details Is this transaction subject to § 801.30? ☐ Yes, Specify Type(s) ☒ No TRANSACTION TYPE Check all that apply: ☒ Acquisition of voting securities ☐ Acquisition subject to § 801.31 ☐ Acquisition of non-corporate interests ☐ Secondary acquisition subject to § 801.4 ☐ Acquisition of assets ☐ Acquisition subject to § 801.2(e) ☐ Merger (see § 801.2) ☐ Other, specify ______________________________ ☐ Consolidation (see § 801.2) ACQUISITION DETAILS Percentage of voting securities already held %0 Percentage of non-corporate interests already held %0 Value of voting securities already held ($MM) $0 Value of non-corporate interests already held ($MM) $0 Total percentage of voting securities to be held as a result of the acquisition % 100 Total percentage of non-corporate to be held as a result of the acquisition %0 Total value of voting securities to be held as a result of the acquisition ($MM) Total value of non-corporate securities to be held as a result of the acquisition ($MM) Total value of assets to be held as a result of the acquisition ($MM) Aggregate total value ($MM) $0 $0 $ 570.00 $ 570.00 ► Transaction Description BUSINESS OF THE TARGET NY Originators, Inc. (“NYO”) is a research and development group founded with the goal of developing new treatments for cancer. NON-REPORTABLE UPE(S) [none] TRANSACTION DESCRIPTION Pursuant to a Purchase Agreement dated January 10, 2025, PNO will acquire 100% of the voting securities of NYO from Beta, Inc. ("Beta") for approximately $570 million. In addition, PNO and Beta will enter into a supply agreement. PNO has created an acquisition vehicle, NY Acquisition Sub, LLC, for the purposes of consummating the transaction. Project New York is a code name for the transaction. RELATED TRANSACTIONS Does the transaction that is the subject of this filing have related filings? ☐ Yes ☒ No ☐ Unknown If the transaction has related filings, indicate whether the related filing(s) (choose all that apply): ☐ Is a principal transaction that triggers one or more shareholder backside transactions ☐ Is a joint venture ☐ Is a consolidation ☐ Is a shareholder backside transaction ☐ Is an exchange of assets ☐ Has more than one acquiring UPE ☐ Has one or more filings in the alternative ☐ Has more than one acquired UPE ☐ Other, explain:_________________________________________ ☐ Has more than one reportable step FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 3 of 11 16 C.F.R. Part 803 – Appendix A – Acquired Person 16 C.F.R. Part 803 – Appendix Notification and Report Form for Certain Mergers and Acquisitions Acquired Person Party Names or Transaction Numbers for Related Transactions: ► Additional Transaction Information TRANSACTION RATIONALE ☐ Not applicable, select 801.30 transaction DOCUMENT NUMBERS RELATED TO TRANSACTION RATIONALE PNO can provide the resources, experience, and infrastructure necessary to clear the hurdles of clinical development and product marketing. PNO has developed streamlined clinical development and marketing capabilities across the globe. Doc #3 (D-2) at 4-5 ► Business Documents TRANSACTION RELATED DOCUMENTS Privileged Document # ☐ 2 D-1 Management Presentation Document Title ☐ 3 D-2 Buyer Landscape Presentation ☐ 4 D-3 Valuation Notes Estimated Date September 12, 2024 Author/Title PNO Pharmaceutical Company June 1, 2024 ABC Consulting, LLC October 15, 2024 ABC Consulting, LLC ☐ Not Applicable, Select 801.30 Transaction PLANS AND REPORTS Privileged Document # ☐ 5 E-1 Market Research Report July 14, 2024 John Snow, VP Marketing, Beta, Inc. ☐ 6 E-2 Market Research Report January 17, 2025 John Snow, VP Marketing, Beta, Inc. ☐ 7 E-3 Industry Analysis Report July 14, 2024 John Snow, VP Marketing, Beta, Inc. ☐ 8 E-4 Industry Analysis Report January 17, 2025 John Snow, VP Marketing, Beta, Inc. ☐ 9 E-5 Product Development Report April 13, 2024 Shiloh Luis, Research & Development, NYO ☐ 10 E-6 Product Development Report July 14, 2024 Shiloh Luis, Research & Development, NYO ☐ 11 E-7 Product Development Report October 15, 2024 Shiloh Luis, Research & Development, NYO ☐ 12 5-8 Product Development Report January 17, 2025 Shiloh Luis, Research & Development, NYO Privilege Log Document # Document Title Estimated Date Author/Title [none] ► Agreements ☐ Not Applicable, 801.30 or Bankruptcy TRANSACTION-SPECIFIC AGREEMENTS Document # Document Title 13 F-1 Purchase Agreement between PNO Wellness plc and Beta, Inc. 14 F-2 Draft Covenant Not to Compete and Non-Solicitation Agreement 15 F-3 Supply Agreement between PNO Wellness plc and Beta, Inc. FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 4 of 11 16 C.F.R. Part 803 – Appendix A – Acquired Person Name of Acquired Person UPE: Beta, Inc. Date: 2/10/2025 COMPETITION DESCRIPTIONS ☐ Not Applicable, Select 801.30 Transaction ► Overlap Description Briefly describe the target’s principal categories of products or services. NYO conducts research and development of cancer treatment drugs and manufactures an immunotherapy drug. List and briefly describe current and known planned products or services that compete (or could compete) with the acquiring person. (See Instructions) Immunotherapy – treatment that uses the body’s immune system to identify and destroy cancer cells. Baychi (kenmab) – USY-ate XYZ Inhibitors – targeted drugs in development that stop cancer cells from growing and dividing - one pre-clinical, and the other entering Phase II clinical trials. XYZ-1 XYZ-2 FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 5 of 11 16 C.F.R. Part 803 – Appendix A – Acquired Person Name of Acquired Person UPE: Beta, Inc. Date: 2/10/2025 ☐ None Competing Product or Service Product or Service: Sales ($): Baychi (kenmab) – USYate Categories of Customers: Hospitals and cancer treatment centers Top 10 Customers Overall: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. PLK Hospital ABC Hospital DEF Hospital LMN Center AJK Hospital CLL Hospital IAN Hospital KJZ Hospital LL Cancer Care ABB Clinic Top 10 Customers by Category: [See above] Product or Service: Sales ($): est. 100 MM XYZ-1 Categories of Customers: [none] Top 10 Customers Overall: [none] Top 10 Customers by Category: [none] Date of Development: February 1, 2019 Description of the current stage in development, including any testing and regulatory approvals and any planned improvements or modifications: Phase II – open label placebo controlled clinical trial of product XYZ-2 in 3rd line metastatic cancer. Date of development (including testing and regulatory approvals) was or will be complete: est. Q1 2026 Date the product is expected to be sold or otherwise commercially launched: est. Q3 2026 Product or Service: Sales ($): est. 100 MM XYZ-2 Categories of Customers: [none] Top 10 Customers Overall: [none] Top 10 Customers by Category: [none] Date of Development: January 15, 2023 Description of the current stage in development, including any testing and regulatory approvals and any planned improvements or modifications: Preclinical research Date of development (including testing and regulatory approvals) was or will be complete: est. Q1 2028 Date the product is expected to be sold or otherwise commercially launched: est. Q3 2028 ► Supply Relationships Description RELATED SALES List and briefly describe the target’s products, services, or assets that are supplied to the acquiring person or a business that competes with acquiring person. (See Instructions) [none] FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 6 of 11 16 C.F.R. Part 803 – Appendix A – Acquired Person Name of Acquired Person UPE: Beta, Inc. Date: 2/10/2025 ☒ None Product, Service, or Asset Details Product, Service, or Asset: Sales to Target ($): Sales to Target’s Competitors ($): Top 10 Customers: Description of Supply or Licensing Agreement: RELATED PURCHASES List and briefly describe the products, services, or assets that are purchased by the target from the acquiring person or a business that competes with the acquiring person. (See Instructions) [none] ☒ None Product, Service, or Asset Details Product, Service, or Asset: Purchases from Acquiring Person ($): Purchases from Acquiring Person’s Competitors ($): Top 10 Suppliers: Description of Purchase or Licensing Agreement: REVENUE AND OVERLAPS ☒ Yes Does the target have US revenue? ☐ No, explain: ____________________________________________________________ ► NAICS Codes Revenue Range 6-Digit Code Code Description Operating Business <$10MM 325411 Medicinal chemicals, uncompounded, manufacturing New York Originators, Inc. $10MM $100MM $100MM $1B Overlap >$1B ☒ X ► Controlled Entity Geographic Overlaps ☐ None STATE LEVEL REPORTING NAICS Code 325411 Code Description Medicinal chemicals, uncompounded, manufacturing FTC FORM C4 (rev. October 2024) OMB 3084-0005 Operating Business and D/B/A Name(s) New York Originators, Inc. Page 7 of 11 States and Total Number Connecticut Delaware District of Colombia Maine Maryland Massachusetts New Hampshire New Jersey New York Pennsylvania Rhode Island Vermont Virginia West Virginia (14 states) 16 C.F.R. Part 803 – Appendix A – Acquired Person Name of Acquired Person UPE: Beta, Inc. Date: 2/10/2025 ☒ None STREET LEVEL REPORTING NAICS Code and Description: Operating Business and D/B/A Name(s) State County ZIP Code Street Address ► Minority-Held Entity Overlaps ☒ None Entity Held and D/B/A Name(s) Percentage Held NAICS Code or Industry Overlap with Acquiring Person Held By ► Prior Acquisitions ☐ None Overlapping 6-Digit NAICS Code and Description or Overlap Product or Service Description 325411 Medicinal chemicals, uncompounded, manufacturing [See End Note 1] Acquired Entity and Former HQ Address Drug Developers, Inc. 5200 Center Street New York, NY 10001 Transaction Type Consummation Date voting securities September 15, 2022 ADDITIONAL INFORMATION ► Subsidies from Foreign Entities or Governments of Concern ☒ None ☐ Yes (provide details below) SUBSIDIES Entity or Government Description ☒ None ☐ Yes (provide details below) COUNTERVAILING DUTIES IMPOSED Product Duty Imposed Jurisdiction ☒ None ☐ Yes (provide details below) COUNTERVAILING DUTY INVESTIGATIONS Product Jurisdiction Conducting Investigation ► Defense or Intelligence Contracts ☒ None ☐ Not Applicable, Select 801.30 Transaction Entity Within Target FTC FORM C4 (rev. October 2024) OMB 3084-0005 DOD/IC Contracting Office Page 8 of 11 Contracting Office ID Award ID NAICS Codes 16 C.F.R. Part 803 – Appendix A – Acquired Person Name of Acquired Person UPE: Beta, Inc. Date: 2/10/2025 ► Voluntary Waivers INTERNATIONAL COMPETITION AUTHORITIES (VOLUNTARY) ☐ None The acquired person agrees to waive the disclosure exemption in the HSR Act for the following competition authorities: 1. United Kingdom Competition and Markets Authority ______________ 4. _______________________________________________________ 2. _______________________________________________________ 5. _______________________________________________________ 3. 6. _______________________________________________________ ______________________________________________________ STATE ATTORNEYS GENERAL (VOLUNTARY) ☒ None The acquired person agrees to waive the disclosure exemption in the HSR Act for the following states: State Permit Disclosure of Fact of Notification and Waiting Period Information and Documents ☐ ☐ ► End Notes ☐ None Number 1 Note NYO’s acquisition of Drug Developers, Inc was divested in September 2023. FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 9 of 11 16 C.F.R. Part 803 – Appendix A – Acquired Person Name of Acquired Person UPE: Beta, Inc. Date: 2/10/2025 CERTIFICATION PENALTIES FOR FALSE STATEMENTS Federal law provides criminal penalties, including up to twenty years imprisonment, for any person who knowingly alters, destroys, mutilates, conceals, covers up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede, obstruct, or influence an ongoing or anticipated federal investigation (see, e.g., Section 1519 of Title 18, United States Code.). It is also a criminal offense to knowingly make a false statement in a federal investigation, obstruct a federal investigation, or conspire to obstruct justice or obstruct or impede the lawful functioning of the government (see, e.g., Sections 371, 1001, and 1505 of Title 18, United States Code). CERTIFICATION This NOTIFICATION AND REPORT FORM, together with any and all appendices and attachments thereto, was prepared and assembled under my supervision in accordance with instructions issued by the Commission. Subject to the recognition that, where so indicated, reasonable estimates have been made because books and records do not provide the required data, the information is, to the best of my knowledge, true, correct, and complete in accordance with the statute and rules. I acknowledge that the Commission or the Assistant Attorney General of the Antitrust Division of the Department of Justice may, prior to the expiration of the initial waiting period pursuant to 15 U.S.C. § 18a, require the submission of additional information or documentary material relevant to the proposed transaction. Name (Please Print or Type) Title Donna Justice EVP – Corporate Affairs, Beta, Inc. Signature Date Donna Justice February 10, 2025 ☒ Sworn under penalty of perjury Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Signature Executed Date Donna Justice February 10, 2025 ☐ Notarized Subscribed and sworn to before me at the: Seal: ________________________________________________________________ City of: __________________________________________________________ State of: _________________________________________________________ This ___________ day of _________________ the year ______________ Signature: ________________________________________________________ My commission expires: _____________________________________________ FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 10 of 11 16 C.F.R. Part 803 – Appendix A – Acquired Person Name of Acquired Person UPE: Beta, Inc. Date: 2/10/2025 16 C.F.R. Part 803 – Appendix NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS Approved by OMB 3084-0005 THE INFORMATION REQUIRED TO BE SUPPLIED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS THIS FORM IS REQUIRED BY LAW and must be filed separately by each person that, by reason of a merger, consolidation, or acquisition, is subject to § 7A of the Clayton Act, 15 U.S.C. § 18a, and rules promulgated thereunder (hereinafter referred to as “the rules” or by section number). The rules may be found at 16 CFR Parts 801-03. Failure to file this Notification and Report Form, and to observe the required waiting period before consummating the acquisition in accordance with the applicable provisions of 15 U.S.C. § 18a and the rules, subjects any “person,” as defined in the rules, or any individuals responsible for noncompliance, to liability for a penalty for each day during which such person is in violation of 15 U.S.C. § 18a. The maximum daily civil penalty amount is listed in 16 C.F.R. § 1.98(a). Pursuant to the Hart-Scott-Rodino Act, information and documentary material filed in or with this Form is confidential. It is exempt from disclosure under the Freedom of Information Act and may be made public only in an administrative or judicial proceeding, or disclosed to Congress or to a duly authorized committee or subcommittee of Congress. DISCLOSURE NOTICE - Public reporting burden for this report is estimated at 105 hours per response, including time for reviewing instructions, searching existing data sources, gathering, and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this report, including suggestions for reducing this burden to: Premerger Notification Office Federal Trade Commission 400 7th St. SW Washington, DC 20024 and Office of Information and Regulatory Affairs Office of Management and Budget Washington, DC 20503 Under the Paperwork Reduction Act, as amended, an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. That number is 3084-0005, which also appears above. Privacy Act Statement--Section 18a(a) of Title 15 of the U.S. Code authorizes the collection of this information. The primary use of information submitted on this Form is to determine whether the reported merger or acquisition may violate the antitrust laws. Taxpayer information is collected, used, and may be shared with other agencies and contractors for payment processing, debt collection and reporting purposes. Furnishing the information on the Form is voluntary. Consummation of an acquisition required to be reported by the statute cited above without having provided this information may, however, render a person liable to civil penalties up to the amount listed in 16 C.F.R. § 1.98(a) per day. We also may be unable to process the Form unless you provide all of the requested information. This page may be omitted when submitting the Form. FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 11 of 11 16 C.F.R. Part 803 – Appendix A – Acquired Person --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Aftc%3Adcb20261478aba39. Public record. Not legal advice.