Applied Therapeutics Shares Letter to Stockholders Recommending Tender of Shares Following Offer Expiration Extension

Rhea-AI Summary

Applied Therapeutics (Nasdaq: APLT) urged stockholders to tender shares after Cycle Group’s Purchaser extended its tender offer expiration to one minute after 11:59 p.m. ET on January 29, 2026.

The Offer is $0.088 cash per share plus one non-tradeable contingent value right. The Board unanimously recommends tendering, citing lack of better alternatives, an $8.5 million promissory note from Cycle at 24% interest that becomes due if the merger is terminated, and risks of liquidation or share-price decline if the Offer fails.

Positive

• Board unanimously recommends stockholders tender shares to Purchaser
• Offer includes $0.088 cash per share plus one contingent value right
• Extension gives additional time to tender before 11:59 p.m. ET Jan 29, 2026

Negative

• Promissory note of $8.5 million bears 24.0% interest and accelerates on termination
• If Offer fails, company may wind down or liquidate with no expected proceeds
• Failed Offer could cause sustained decline in Applied therapeutic share price

Key Figures

Tender offer cash price: $0.088 per share CVR per share: 1 non-tradeable CVR per share Promissory note principal: $8.5 million +3 more

6 metrics

Tender offer cash price $0.088 per share Cash component of Cycle tender offer consideration

CVR per share 1 non-tradeable CVR per share Additional contingent value right alongside cash offer

Promissory note principal $8.5 million Amount advanced by Cycle to Applied under promissory note

Promissory note interest 24.0% per annum Fixed annual interest rate on Cycle promissory note

Default interest premium 5.0% additional Extra interest during an event of default on promissory note

Common stock par value $0.0001 per share Par value of Applied common stock referenced in offer

Market Reality Check

Price: $0.0933 Vol: Volume 10,529,900 is abou...

normal vol

$0.0933 Last Close

Volume Volume 10,529,900 is about 0.91x the 20-day average 11,546,611, indicating no major pre-news accumulation. normal

Technical Shares trade well below the 200-day MA of $0.47 at about $0.0933, near the 52-week low of $0.09 and far from the $1.50 high.

Peers on Argus

Peer biotech names show mixed moves (e.g., ADVM +2.83%, ABVC -2.91%, ANL -2.25%)...

Peer biotech names show mixed moves (e.g., ADVM +2.83%, ABVC -2.91%, ANL -2.25%), suggesting APLT’s setup reflects deal-specific factors rather than a broad sector trend.

Historical Context

5 past events · Latest: Dec 11 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 11	Acquisition agreement	Positive	-1.4%	Cycle agrees to acquire APLT for cash plus CVR package via tender offer.
Nov 20	Strategic review	Negative	-1.5%	Strategic alternatives review and 46% workforce reduction to conserve cash.
Nov 13	Q3 2025 earnings	Negative	-70.3%	Q3 loss, sharp cash decline, and going-concern pressures highlighted in results.
Sep 29	FDA meeting update	Negative	-50.6%	Uncertain regulatory path after FDA meeting on govorestat NDA strategy.
Aug 13	Q2 2025 earnings	Positive	+4.5%	Q2 results with encouraging 24‑month govorestat data and pipeline progress.

Pattern Detected

Recent news has often been met with selling, especially around negative financials and regulatory uncertainty, while the acquisition announcement saw only a mild downside reaction.

Recent Company History

Over the past six months, Applied Therapeutics has moved from strategic uncertainty to a pending acquisition. On Aug 13, 2025, Q2 results with govorestat progress saw a modest gain. By Sep 29 and Nov 13, FDA ambiguity and Q3 losses with tight liquidity triggered sharp declines of -50.65% and -70.33%. A strategic alternatives review on Nov 20 also coincided with a decline. The Dec 11 deal with Cycle at $0.088 plus CVRs led to only a small -1.41% move, framing today’s tender-focused letter within an already distressed backdrop.

Market Pulse Summary

This announcement emphasizes the board’s strong push for stockholders to tender into the $0.088-plus...

Analysis

This announcement emphasizes the board’s strong push for stockholders to tender into the $0.088-plus-CVR offer and highlights serious risks if the deal fails, including potential liquidation and acceleration of the $8.5M promissory note at 24.0% interest. Recent history shows large drawdowns around liquidity and regulatory uncertainty. Investors following this story may focus on tender participation levels, remaining closing conditions, and any further updates to the offer terms or timing.

Key Terms

tender offer, merger agreement, contingent value right, promissory note, +3 more

7 terms

tender offer financial

"regarding the pending tender offer by AT2B, Inc. (“Purchaser”)"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

merger agreement financial

"we entered into a definitive agreement (the “Merger Agreement”) with Cycle"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

contingent value right financial

"plus (ii) one non-tradeable contingent value right per share (the “Offer Price”)"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

promissory note financial

"Cycle issued a promissory note to the Company (the “Promissory Note”)"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

default interest financial

"with default interest of an additional 5.0% payable on demand during an event"

Default interest is an extra, higher interest rate that kicks in when a borrower fails to make required payments or otherwise breaches loan terms. Think of it as a penalty interest or late fee that increases the cost of unpaid debt, causing overdue balances to grow faster. Investors care because default interest raises potential recoveries, affects cash flow timing, and signals heightened credit risk that can change a loan or bond's value.

liquidation and dissolution financial

"Liquidation and Dissolution – if the Offer is not completed and the transaction"

Liquidation and dissolution describe the shutdown of a company: liquidation is the process of selling the business’s assets, using the cash to pay creditors and, if anything remains, returning value to owners; dissolution is the formal legal step that ends the company’s existence. For investors, these steps determine whether and how much money creditors and shareholders recover, and signal that the business will no longer generate future revenue—think of it as clearing out a shop, settling bills, then closing the store for good.

corporate actions financial

"ask to speak with Corporate Actions. From there, you should be directed"

Corporate actions are decisions made by a company that directly change the rights, value, or number of shares held by its investors, such as dividend payments, stock splits, mergers, or rights issues. They matter because these events can alter an investment’s cash flow, ownership percentage, or market price — like a landlord renovating an apartment building, which can change a tenant’s rent, the number of rooms, or the building’s value and therefore affect what the tenant pays or owns.

AI-generated analysis. Not financial advice.

NEW YORK, Jan. 29, 2026 (GLOBE NEWSWIRE) -- Applied Therapeutics, Inc. (Nasdaq: APLT) (the “Company” or “Applied”), a clinical-stage biopharmaceutical company dedicated to creating transformative treatments for rare diseases, today released the following letter to stockholders regarding the pending tender offer by AT2B, Inc. (“Purchaser”), an indirect wholly owned subsidiary of Cycle Group Holdings Limited (“Cycle”).

January 29, 2026

Dear Applied Therapeutics Stockholders,

As announced on December 11, 2025, we entered into a definitive agreement (the “Merger Agreement”) with Cycle, a United Kingdom-based company focused on rare genetic conditions in metabolic, immunology, urology and oncology, for Cycle to acquire the Company.

On January 29, 2026, Cycle announced that Purchaser has further extended the expiration date of its tender offer to purchase all of the outstanding shares of common stock, par value $0.0001 per share of the Company (the “Offer”) for (i) $0.088 per share, net to the seller in cash, without interest, plus (ii) one non-tradeable contingent value right per share (the “Offer Price”) until one minute following 11:59 p.m. Eastern Time on January 29, 2026 (the “Expiration Time”).

Our Board of Directors of the Company (the “Company Board”), including myself, remains fully committed to advancing govorestat, a potentially life-changing therapy for patients with Classic Galactosemia, CMT-SORD, and PMM2-CDG—three rare diseases with no FDA-approved treatments today. In pursuit of this mission, we have focused on exploring strategic alternatives to maximize value for our stockholders. After careful consideration, we believe that this merger represents the best path forward, aligning with our strategic efforts and bringing this important therapy closer to the patients who need it.

If less than the requisite percentage of the outstanding common shares of the Company are tendered, the Offer cannot be completed at the Expiration Time. If a sufficient number of shares are not tendered and the Offer cannot be completed, your investment may be exposed to significant risks, including the following:

• Liquidation and Dissolution – if the Offer is not completed and the transaction with Cycle is terminated, the Company will likely pursue a wind-down of its operations or liquidation and the Company’s stockholders are not expected to receive any proceeds. The Company Board determined that the Offer Price is more favorable to the Company’s stockholders than the value expected to result from any other alternatives available to the Company, including a wind down proceeding. For more information please see the section titled “Reasons for the Recommendation of the Board” under Item 4 of the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by the Company with the U.S. Securities and Exchange Commission on December 29, 2025, as amended on January 28, 2026 (as it may be amended or supplemented from time to time, the “Schedule 14D-9”);
  
• Acceleration of Obligations Under Promissory Note – Cycle issued a promissory note to the Company (the “Promissory Note”) pursuant to which Cycle has advanced an aggregate of $8.5 million to the Company, bearing interest at a fixed rate equal to 24.0% per annum, with default interest of an additional 5.0% payable on demand during an event of default, and all outstanding amounts under the Promissory Note will immediately become due and payable if the Merger Agreement is terminated, which the Company will not be able to repay. If the Company fails to repay the Promissory Note when due, Cycle will be entitled to pursue all available remedies as an unsecured creditor under the Promissory Note;
  
• Lack of Strategic Alternatives – prior to entering into the Merger Agreement with Cycle, the Company contacted numerous potential counterparties, and the Company Board, after a thorough review of possible alternative strategic alternatives reasonably available to the Company determined that the Offer and the transaction with Cycle represent the Company’s best reasonably available prospect for maximizing stockholder value. The Company has not received a proposal for an alternative strategic transaction since the Company signed the Merger Agreement with Cycle on December 11, 2025. The Company Board continues to recommend that stockholders tender their shares to Purchaser pursuant to the Offer. For more information, please see the section titled “Background of the Offer” under Item 4 of the Schedule 14D-9; and
  
• Share Price Decline – if the Offer is not consummated, the trading price of the Company’s shares may decline, particularly to the extent the current market price reflects investor expectations that the Offer will be completed. There can be no assurance that the shares would recover or trade at levels comparable to the Offer consideration.
  

As such, I would like to reiterate the Company Board’s unanimous recommendation that stockholders should tender their shares to Purchaser pursuant to the Offer. The Company would like to remind stockholders to tender their shares prior to the Expiration Time and has included instructions on how to tender shares below.

Applied stockholders who have previously tendered their shares do not need to re-tender their shares or take any other action as a result of the extension of the Offer.

HOW TO TENDER YOUR SHARES

If you hold common shares of Applied through a broker, dealer, commercial bank, trust company or other nominee, instruct such broker or other nominee to tender your shares.

Please do so promptly to allow sufficient time to meet any broker processing deadlines before the Expiration Time. Do not wait until the Offer expires to tender your shares.

If you were unable to previously tender your shares due to process deadlines from your broker, you may now tender your shares during this Offer extension period (i.e., before the Expiration Time). Please act as soon as possible to ensure you can tender your shares on time.

Contact Information for commonly used brokers:

• Call Schwab Brokerage Services at 800-435-4000
• Call Fidelity Individual Investor at 877-208-0098
• Call E-Trade Customer Service at 800-387-2331
• Call Robinhood at 650-751-7789
• To participate, please include the stock symbol for the offer (APLT) and the number of shares you would like to tender into the Offer.
• If your broker is not listed above, please contact your broker’s customer service department and ask to speak with Corporate Actions. From there, you should be directed to someone who can help you.

Guaranteed Delivery Option
If you cannot submit your shares before the deadline, follow the “Guaranteed Delivery” procedures described in the tender offer materials to ensure your shares are accepted.

Additional Information

Full tender offer documents, including the Offer to Purchase and Letter of Transmittal, are available free of charge on the Company’s website and through the SEC’s EDGAR database.

Stockholders with questions about tendering their shares or to request documents and assistance may contact MacKenzie Partners, Inc. for assistance at 1-800-322-2885 (Applied stockholders call toll-free) or by email at tenderoffer@mackenziepartners.com.

YOUR TENDER MATTERS: TAKE ACTION AND TENDER TODAY.

We strongly encourage you to accept the offer by Purchaser to purchase your shares of the Company by tendering your shares of the Company by tendering your shares pursuant to the Offer prior to the Expiration Time. Regardless of how many shares of the Company you own, your tender matters.

Thank you for your support.

Sincerely,

Les Funtleyder
Interim Chief Executive Officer and Chief Financial Officer

About Cycle Pharmaceuticals        

Cycle was founded in 2012 with the sole aim of delivering drug treatments and product support to the underserved rare disease community. Cycle focuses on rare genetic conditions in metabolic, immunology, urology, and oncology. In neurology, Cycle focuses on multiple sclerosis. Cycle is headquartered in Cambridge, UK and has offices in Detroit, Michigan. For more information, please visit www.cyclepharma.com and follow us on X, LinkedIn and Facebook.

About Applied Therapeutics

Applied Therapeutics is a clinical-stage biopharmaceutical company committed to the development of novel drug candidates against validated molecular targets in rare diseases. The Company’s lead drug candidate, govorestat, is a novel central nervous system (CNS) penetrant Aldose Reductase Inhibitor (ARI) for the treatment of CNS rare metabolic diseases, including Classic Galactosemia, Charcot-Marie-Tooth Sorbitol Dehydrogenase Deficiency (CMT-SORD) and phosphomannomutase 2 congenital disorder of glycosylation (PMM2-CDG). To learn more, please visit www.appliedtherapeutics.com and follow the company on X at @Applied_Tx.

Additional Information and Where to Find it

The tender offer referred to in this communication commenced on December 29, 2025 with the filing of a Schedule TO by Cycle and its acquisition subsidiary and a Schedule 14D-9 solicitation/recommendation statement by Applied. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY APPLIED’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation statement have been mailed to Applied’s stockholders free of charge.

A free copy of the tender offer statement and the solicitation/recommendation statement may be obtained by all stockholders of Applied by accessing https://ir.appliedtherapeutics.com/ or by contacting Investor Relations at appliedtherapeutics@argotpartners.com. In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing with the SEC.

Forward-Looking Statements

This document includes forward-looking statements that are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, statements regarding the proposed acquisition of Applied by Cycle, the expected timetable for completing the transaction, and Applied’s future financial or operating performance. These forward-looking statements typically can be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed acquisition of Applied by Cycle, similar transactions, prospective performance, future plans, events, expectations, objectives, opportunities, and the outlook for Applied; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties; accordingly, investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially due to several factors. Factors that could cause future results to differ materially include: risks associated with the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction will not occur;  uncertainties as to how many of Applied’s stockholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring the Company to pay a termination fee pursuant to the Merger Agreement; the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; unanticipated difficulties or expenditures relating to the proposed transaction; the response of business partners to the announcement of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; the possibility that the milestone payments related to the CVR will never be achieved and that no milestone payment may be made or if made the amount of such milestone payment made; the risk that any equityholder litigation in connection with the proposed transactions may result in significant costs of defense, indemnification and liability; Applied’s ability to successfully demonstrate the efficacy and safety of its drug or drug candidates, and the preclinical or clinical results for its product candidates, which may not support further development of such product candidates; comments, feedback and actions of regulatory agencies; Applied’s dependence on the successful clinical development, regulatory approval and commercialization of its product candidates; the inherent uncertainties associated with developing new products or technologies and operating as clinical stage company; the Company’s obligations under the Promissory Note and its ability to satisfy such obligations; the Company’s ability to receive loans from Cycle under the Promissory Note; the Company’s cash sufficiency and runway; and other risks identified in Applied’s SEC filings, including Applied’s’ Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025 and subsequent filings with the SEC. Applied cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The forward-looking statements in this document speak only as of the date of this document. Applied undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable law.

Contacts

Investors:
Julie Seidel / Andrew Vulis
(212) 600-1902
appliedtherapeutics@argotpartners.com

Media:
media@appliedtherapeutics.com

FAQ

What is the tender offer price for Applied Therapeutics (APLT) and its components?

The Offer is $0.088 cash per share plus one non-tradeable contingent value right. According to the company, purchasers will pay $0.088 net cash plus a CVR per share, with CVR terms detailed in the tender documents.

What deadline did Cycle’s Purchaser set for the APLT tender offer extension?

The Offer now expires one minute after 11:59 p.m. Eastern Time on January 29, 2026. According to the company, the extension gives additional time for brokers to process tenders before the Expiration Time.

Why is Applied’s Board recommending shareholders tender APLT shares to Purchaser?

The Board concluded the Offer is the best reasonably available path to maximize stockholder value. According to the company, no superior proposal emerged after a marketwide outreach prior to signing the Merger Agreement.

What are the financial risks to Applied Therapeutics if the APLT Offer is not completed?

If the Offer fails, the company may face liquidation and stockholders may receive no proceeds. According to the company, the Promissory Note of $8.5 million would accelerate and likely be unpaid, posing significant financial distress.

How can Applied Therapeutics (APLT) stockholders tender shares if held through a broker?

Instruct your broker or nominee to tender your APLT shares before the Expiration Time and include the stock symbol APLT. According to the company, contact your broker’s Corporate Actions desk or MacKenzie Partners for assistance and guaranteed delivery procedures.