Merger pays $0.088 + CVR for Applied Therapeutics (NASDAQ: APLT)
Rhea-AI Filing Summary
Applied Therapeutics director Stacy J. Kanter filed an insider report reflecting changes to her holdings tied to the company’s merger with Cycle Group Holdings Limited and AT2B, Inc. Each share of Applied Therapeutics common stock was converted into the right to receive $0.088 in cash per share, plus one non-tradeable contingent value right under a contingent value rights agreement.
According to the filing, common shares tendered by Kanter were exchanged for this merger consideration, her restricted stock units fully vested and were converted into the same package, and her stock options with exercise prices at or above the cash amount were fully vested and then cancelled at the merger’s effective time for no consideration.
Positive
- None.
Negative
- None.
Insights
Director’s equity is cashed out or cancelled under fixed merger terms.
The filing shows how the completed merger restructures Stacy J. Kanter’s equity in Applied Therapeutics. Each common share becomes $0.088 in cash plus a non-tradeable contingent value right, providing a small immediate payout and a potential future payment based on contingent terms described in the agreement.
All restricted stock units vest at the merger effective time and convert into the same merger consideration, simplifying outstanding equity. Stock options with exercise prices at or above the $0.088 cash amount are fully vested and then cancelled for no consideration, reflecting that they are economically out-of-the-money. Subsequent filings may provide more detail on any CVR outcomes.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 20,460 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,230 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 16,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 16,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 200,000 | $0.00 | -- |
| Disposition | Common Stock | 22,500 | $0.00 | -- |
| U | Common Stock | 42,500 | $0.00 | -- |
Footnotes (1)
- Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of December, 11, 2025, among the Issuer, Cycle Group Holdings Limited and AT2B, INC. ("Purchaser"), Purchaser completed a tender offer for shares of Issuer and thereafter merged with and into the Issuer (the "Merger"), effective as of January 28, 2026, with the Issuer surviving the Merger. At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and converted into the right to receive (i) $0.088 per share of common stock, net to the seller in cash, without interest (the "Closing Amount") plus (ii) one non-tradeable contingent value right, in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU (whether vested or unvested) was deemed to have vested and was cancelled and automatically converted into the right to receive the Merger Consideration. Pursuant to the Merger Agreement, each share of common stock tendered by the Reporting Person was tendered in exchange for the Merger Consideration. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of common stock (each a "Stock Option") that has a per share exercise price that equals or exceeds the Closing Amount as of immediately prior to the Effective time (each such Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time were cancelled for no consideration at the Effective Time.
