Nearly 49% of Applied Therapeutics (APLT) shares tendered as offer deadline extended

Rhea-AI Filing Summary

Applied Therapeutics filed an amendment updating shareholders on the tender offer by AT2B, Inc., an indirect wholly owned subsidiary of Cycle Group Holdings Limited. The offer values each share at a cash price of $0.088 plus one contingent value right, which may pay up to an additional $0.40 per right plus a potential pro rata cash amount tied to Closing Cash, subject to specified milestones and conditions.

The offer expiration has been extended to one minute after 11:59 p.m. Eastern time on February 2, 2026, unless further extended or earlier terminated under the merger agreement. As of one minute after 11:59 p.m. Eastern time on January 29, 2026, approximately 75,895,437 shares, including 2,429,370 shares subject to guaranteed delivery, had been validly tendered and not properly withdrawn, representing about 49.21% of the outstanding shares. Parent and Purchaser state that they expect to complete the offer promptly after the new expiration time, subject to remaining conditions in the merger agreement.

Insights

M&A and corporate actions analyst

Tender offer terms unchanged; deadline extended with ~49% of shares tendered.

The amendment keeps the existing economic terms intact: shareholders are offered $0.088 in cash per share plus one contingent value right that may pay up to an additional $0.40 per right and a potential pro rata cash amount, all subject to milestone and cash conditions.

The main update is timing and participation. The offer has been extended to one minute after 11:59 p.m. Eastern time on February 2, 2026. By one minute after 11:59 p.m. Eastern time on January 29, 2026, about 75,895,437 shares, or roughly 49.21% of outstanding shares, had been tendered, including shares under guaranteed delivery.

Parent and Purchaser indicate they expect to consummate the offer promptly following the new expiration, subject to satisfaction of remaining conditions in the merger agreement. Actual completion still depends on those conditions being met rather than on this amendment alone.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 3)

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. 3 (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 on January 28, 2026 and January 29, 2026 (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 30, 2026, Purchaser announced an additional extension of the expiration of the Offer until one minute following 11:59 p.m., Eastern time, on February 2, 2026, unless the Offer is further extended or earlier terminated as permitted by the Merger Agreement. The Offer, as extended was previously scheduled to expire at one minute following 11:59 p.m., Eastern time, on January 29, 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 30, 2026, Purchaser announced an extension of the expiration of the Offer until one minute following 11:59 p.m., Eastern time, on February 2, 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 29, 2026, approximately 75,895,437 Shares (which include 2,429,370 Shares subject to guaranteed delivery) have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 49.21% 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 30, 2026				APPLIED THERAPEUTICS, INC.
				By:		/s/ Les Funtleyder
				Name:		Les Funtleyder
				Title:		Interim Chief Executive Officer and Chief Financial Officer

FAQ

What is Applied Therapeutics (APLT) disclosing in this Schedule 14D-9 amendment?

Applied Therapeutics is updating its tender offer recommendation statement. The filing reports an extension of the offer deadline, restates the cash and contingent value right terms per share, and discloses the percentage of shares already tendered as of January 29, 2026.

What are the tender offer terms for Applied Therapeutics (APLT) shareholders?

The offer provides $0.088 in cash per share plus one contingent value right. Each right may pay up to an additional $0.40 and a potential pro rata Closing Cash amount, if specified milestones and Closing Cash conditions under the CVR Agreement are achieved.

How long has the Applied Therapeutics (APLT) tender offer been extended?

The tender offer expiration has been extended to one minute after 11:59 p.m. Eastern time on February 2, 2026. It may be further extended or earlier terminated as permitted by the merger agreement, according to the disclosure in this amendment.

What percentage of Applied Therapeutics (APLT) shares have been tendered so far?

As of one minute after 11:59 p.m. Eastern time on January 29, 2026, approximately 75,895,437 shares had been validly tendered and not properly withdrawn. This figure includes 2,429,370 shares subject to guaranteed delivery and represents about 49.21% of the outstanding shares.

Who is attempting to acquire Applied Therapeutics (APLT) in this tender offer?

The bidder is AT2B, Inc., a Delaware corporation that is an indirect wholly owned subsidiary of Cycle Group Holdings Limited, a private limited company incorporated in England and Wales. They are conducting the tender offer under a merger agreement with Applied Therapeutics.

What are the contingent value rights (CVRs) in the Applied Therapeutics (APLT) offer?

Each CVR gives the holder a contractual right to receive up to four contingent cash payments. These total up to $0.40 per CVR plus a potential pro rata share of certain Closing Cash, if specified milestones and Closing Cash thresholds defined in the CVR Agreement are satisfied.