Applied Therapeutics (NASDAQ: APLT) tender offer extended with 41% of shares tendered

Rhea-AI Filing Summary

Applied Therapeutics, Inc. filed an amendment to its Schedule 14D-9 updating the status of the tender offer by AT2B, Inc., an indirect wholly owned subsidiary of Cycle Group Holdings Limited. The offer price remains $0.088 in cash per share plus one non-tradeable contingent value right (CVR) per share, with each CVR providing a contractual right to receive up to four contingent cash payments of up to an aggregate $0.40 per CVR plus a pro rata portion of any qualifying Closing Cash amount, all as defined in the CVR Agreement.

On January 28, 2026, the purchaser extended the offer’s expiration to one minute after 11:59 p.m. Eastern time on January 28, 2026, unless further extended or earlier terminated under the Merger Agreement. As of one minute after 11:59 p.m. Eastern time on January 27, 2026, approximately 63,684,636 shares, including 3,735,684 shares subject to guaranteed delivery, had been validly tendered and not properly withdrawn, representing about 41.29% of the outstanding shares. Parent and purchaser state that they expect the offer to be consummated promptly following the extended expiration, subject to the remaining conditions in the Merger Agreement.

Insights

M&A and special situations analyst

Tender offer extended one day with about 41% of shares tendered.

The amendment confirms key economic terms for Applied Therapeutics shareholders: cash consideration of $0.088 per share plus one CVR per share, with the CVR linked to up to four milestone-based cash payments under the CVR Agreement.

The main new development is timing and participation. On January 28, 2026, the purchaser extended the expiration to one minute after 11:59 p.m. Eastern time that same day. As of one minute after 11:59 p.m. Eastern time on January 27, 2026, about 63,684,636 shares, or roughly 41.29% of outstanding shares, had been tendered.

The filing also notes that parent and purchaser expect to consummate the offer promptly after the extended expiration, subject to the remaining conditions in the Merger Agreement. Actual completion will depend on satisfaction of those conditions and any further extensions or changes disclosed in subsequent company communications or filings.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 1)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

APPLIED THERAPEUTICS, INC.

(Name of Subject Company)

APPLIED THERAPEUTICS, INC.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

03828A101

(CUSIP Number of Class of Securities)

Les Funtleyder

Interim Chief Executive Officer and Chief Financial Officer

Applied Therapeutics, Inc.

545 Fifth Avenue, Suite 1400

New York, NY 10017

(212) 220-9226

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the person filing statement)

With copies to:

Sarah H. Young, Esq.

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036-8704

(212) 596-9000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 1 (this “Amendment”) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Applied Therapeutics, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on December 29, 2025, (as amended or supplemented from time to time, the “Schedule 14D-9”), relating to the tender offer by AT2B, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Cycle Group Holdings Limited, a private limited company incorporated in England and Wales (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Shares”) at a purchase price of (i) $0.088 per Share, net to the seller in cash, without interest (the “Closing Amount”) plus (ii) one non-tradeable contingent value right (each, a “CVR”), which represents the contractual right to receive up to four contingent cash payments up to an aggregate of (x) $0.40 per CVR plus (y) an amount equal to each CVR holder’s pro rata portion of any Closing Cash Payment upon the achievement of the specified milestones and existence of Closing Cash (as defined in the CVR Agreement) that exceeds $500,000 but is less than $1,500,000 at the Effective Time, in each case, in accordance with the terms and subject to the conditions of the contingent value rights agreement (the “CVR Agreement”) by and between Parent and Equiniti Trust Company, LLC (the “Rights Agent”), if any, at the times provided for in the CVR Agreement, net to the seller in cash, without interest (the Closing Amount plus one CVR, collectively, the “Offer Price”) and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 29, 2025 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).

The Offer is described in a Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on December 29, 2025, as amended or supplemented from time to time.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.

Item 2. Identity and Background of Filing Person

“Item 2. Identity and Background of Filing Person” of the Schedule 14D-9 is hereby amended and supplemented by inserting the following paragraph after the last paragraph under the subsection entitled “Tender Offer” as follows:

“On January 28, 2026, Purchaser announced an extension of the expiration of the Offer until one minute following 11:59 p.m., Eastern time, on January 28, 2026, unless the Offer is further extended or earlier terminated as permitted by the Merger Agreement. The Offer was previously scheduled to expire at one minute following 11:59 p.m., Eastern time, on January 27, 2026. Parent and Purchaser expect the Offer will be consummated promptly following the expiration of the Offer (as hereby extended), subject to the satisfaction of the remaining conditions to the consummation of the Offer set forth in the Merger Agreement.”

Item 8. Additional Information.

“Item 8. Additional Information” of the Schedule 14D-9 is hereby amended and supplemented by adding the following at the end of Item 8 of the Schedule 14D-9:

Extension of the Offer.

On January 28, 2026, Purchaser announced an extension of the expiration of the Offer until one minute following 11:59 p.m., Eastern time, on January 28, 2026, unless the Offer is further extended or earlier terminated as permitted by the Merger Agreement.

Equiniti Trust Company, LLC, the depositary for the Offer has advised Purchaser that, as of one minute following 11:59 p.m., Eastern time, on January 27, 2026, approximately 63,684,636 Shares (which include 3,735,684 Shares subject to guaranteed delivery) have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 41.29% of the outstanding Shares.

Parent and Purchaser expect the Offer will be consummated promptly following the expiration of the Offer (as hereby extended), subject to the satisfaction of the remaining conditions to the consummation of the Offer set forth in the Merger Agreement.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2026				APPLIED THERAPEUTICS, INC.
				By:		/s/ Les Funtleyder
				Name:		Les Funtleyder
				Title:		Interim Chief Executive Officer and Chief Financial Officer

FAQ

What is Cycle Group’s tender offer for Applied Therapeutics (APLT) shares?

Cycle Group’s subsidiary is offering $0.088 in cash per Applied Therapeutics share plus one non-tradeable CVR. Each CVR can pay up to $0.40 plus a pro rata share of certain Closing Cash amounts, if specified milestones and cash conditions under the CVR Agreement are achieved.

How many Applied Therapeutics (APLT) shares have been tendered so far?

As of one minute after 11:59 p.m. Eastern on January 27, 2026, about 63,684,636 Applied Therapeutics shares had been validly tendered and not properly withdrawn. This total includes 3,735,684 shares subject to guaranteed delivery and represents roughly 41.29% of the outstanding shares.

When does the Applied Therapeutics (APLT) tender offer now expire?

The purchaser extended the Applied Therapeutics tender offer to one minute following 11:59 p.m. Eastern time on January 28, 2026. This replaces the prior expiration time of one minute following 11:59 p.m. Eastern time on January 27, 2026, unless the offer is further extended or earlier terminated.

What contingent payments can Applied Therapeutics (APLT) holders receive from the CVR?

Each Applied Therapeutics share tendered also receives one CVR, which may pay up to $0.40 per CVR in four contingent payments. Holders may also receive a pro rata share of certain Closing Cash between specified thresholds, if milestones and cash conditions defined in the CVR Agreement are met.

Do Cycle Group and its subsidiary expect to complete the Applied Therapeutics (APLT) tender offer?

Cycle Group’s subsidiary and its parent state that they expect the offer will be consummated promptly after the extended expiration time. Completion remains subject to satisfaction of the remaining conditions to closing set forth in the Merger Agreement governing the Applied Therapeutics transaction.

Who is conducting the tender offer for Applied Therapeutics (APLT)?

The tender offer for Applied Therapeutics shares is being made by AT2B, Inc., a Delaware corporation that is an indirect wholly owned subsidiary of Cycle Group Holdings Limited. Cycle Group is the parent company, and AT2B, Inc. is the designated acquisition vehicle in the merger structure.