Applied Therapeutics (APLT) terminates S-3 resale shelf following merger and take-private deal

Rhea-AI Filing Summary

Applied Therapeutics, Inc. has filed a post-effective amendment to shut down a prior Form S-3 resale registration. The original shelf allowed selling stockholders to offer up to 14,285,714 shares of common stock, but the company has since completed a merger.

On February 3, 2026, a subsidiary of Cycle Group Holdings Limited merged with Applied Therapeutics, leaving Applied Therapeutics as a private company and an indirect wholly owned subsidiary of Cycle Group Holdings. Because of this change, the company is terminating all offerings under the S-3 and deregistering any shares that remained unsold, so there are no securities left registered under that statement.

As filed with the Securities and Exchange Commission on February 3, 2026

Registration No. 333-278182

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Applied Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		81-3405262
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

545 Fifth Avenue, Suite 1400

New York, NY 10017

(212) 220-9226

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

James Harrison

President

Applied Therapeutics, Inc.

545 Fifth Avenue, Suite 1400

New York, New York 10017

(212) 220-9226

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Michael R. Patrone

Amanda J. Gill

Goodwin Procter LLP

620 Eighth Avenue

New York, New York 10018

(212) 813-8800

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
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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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Deregistration of Securities

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-278182) (the “Registration Statement”) originally filed with the Securities and Exchange Commission by Applied Therapeutics, Inc., a Delaware corporation (the “Company”), on March 22, 2024, pertaining to the registration of the offer and sale by the selling stockholders identified therein from time to time, in one or more offerings, of up to 14,285,714 shares in the aggregate of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

On February 3, 2026, pursuant to the Agreement and Plan of Merger, dated as of December 11, 2025, by and among the Company, Cycle Group Holdings Limited, a private limited company incorporated in England and Wales (“Parent”), and AT2B, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Company, with the Company surviving the merger as a private company and an indirect wholly-owned subsidiary of Parent (the “Merger”).

As a result of the Merger, the Company is terminating all offerings of its securities pursuant to the Registration Statement by filing this Post-Effective Amendment. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Company’s securities registered under the Registration Statement which remain unsold at the termination of the offering, the Company hereby terminates the effectiveness of the Registration Statement and removes from registration any securities registered under the Registration Statement which remain unsold as of the date of this Post-Effective Amendment, and the Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and the termination of the effectiveness of the Registration Statement. After giving effect to this Post-Effective Amendment, there will be no remaining securities registered by the Company pursuant to the Registration Statement.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Country of United Kingdom on the 3rd day of February, 2026. No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

APPLIED THERAPEUTICS, INC.
By:		/s/ James Harrison
		James Harrison
		President

FAQ

What does Applied Therapeutics (APLT) change in this post-effective amendment?

Applied Therapeutics is terminating its prior Form S-3 registration statement and deregistering any unsold securities. This means the earlier shelf for selling stockholders is no longer effective, and no securities remain registered under that specific S-3.

How many shares were originally covered by Applied Therapeutics’ S-3 shelf?

The original Form S-3 shelf covered the resale of up to 14,285,714 shares of Applied Therapeutics common stock. These shares were registered for offer and sale by specified selling stockholders, rather than as a primary capital-raising offering by the company itself.

Why is Applied Therapeutics (APLT) deregistering securities from its S-3?

Applied Therapeutics is deregistering the securities because it completed a merger with AT2B, Inc., a subsidiary of Cycle Group Holdings Limited. After the merger, Applied Therapeutics became a private, indirect wholly owned subsidiary, so it is ending all offerings under the S-3.

What is Applied Therapeutics’ corporate status after the merger mentioned in the amendment?

After the merger, Applied Therapeutics survives as a private company and an indirect wholly owned subsidiary of Cycle Group Holdings Limited. The merger combined Applied Therapeutics with AT2B, Inc., a Delaware corporation that was an indirect wholly owned subsidiary of Cycle Group Holdings.

Does Applied Therapeutics’ S-3 registration statement remain effective after this filing?

No. The post-effective amendment expressly terminates the effectiveness of the Form S-3 registration statement. It also removes from registration any securities that were previously registered under that filing but remained unsold as of the amendment’s effective date.

Where can investors find more details on the Applied Therapeutics merger agreement?

Further details on the merger and related agreement are available in the merger agreement filed as Exhibit 2.1 to Applied Therapeutics’ Current Report on Form 8-K, submitted to the SEC on December 12, 2025, which describes the transaction terms and related provisions.