Buyout of Applied Therapeutics (NASDAQ: APLT) closes with CVR payout terms

Rhea-AI Filing Summary

Applied Therapeutics, Inc. has been acquired by AT2B, Inc., an indirect wholly owned subsidiary of Cycle Group Holdings Limited, through a cash tender offer followed by a merger. The offer paid $0.088 per share in cash plus one non-tradeable contingent value right (CVR) per share.

Each CVR provides a contractual right to receive up to four contingent cash payments totaling up to $0.40 per CVR, plus a pro rata portion of any specified Closing Cash Payment, if milestones defined in the CVR Agreement are achieved. After sufficient shares were tendered to meet the minimum condition, AT2B accepted and will pay for all validly tendered shares.

The merger was completed on February 3, 2026 under Section 251(h) of the Delaware General Corporation Law without a stockholder vote. All remaining eligible shares were converted into the right to receive the same offer price. Applied Therapeutics’ shares have ceased trading on the Nasdaq Global Select Market and will be delisted, with plans to terminate their Exchange Act registration and reporting obligations.

Insights

M&A and corporate actions analyst

Applied Therapeutics is taken private via tender offer and CVR-backed merger.

The transaction transfers Applied Therapeutics fully into the Cycle Group structure. Holders receive $0.088 in cash per share plus one CVR, which can pay up to an additional $0.40 per CVR if specified milestones in the CVR Agreement are met.

The offer met its minimum tender condition, allowing a Section 251(h) merger on February 3, 2026 without a shareholder vote. Remaining public shareholders are cashed out for the same consideration, and the stock is delisted from the Nasdaq Global Select Market, ending public-market liquidity for this name.

Post-closing, value for former shareholders depends on future milestone achievements and available Closing Cash as defined in the CVR Agreement. Parent and Purchaser intend to terminate Exchange Act registration and suspend reporting, so future information will largely flow through CVR-related communications and any residual disclosures tied to the acquiring group.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 5)

APPLIED THERAPEUTICS, INC.

(Name of Subject Company (Issuer))

AT2B, INC.

(Offeror)

An indirect wholly owned subsidiary of

CYCLE GROUP HOLDINGS LIMITED

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.0001 Par Value Per Share

(Title of Class of Securities)

03828A101

(Cusip Number of Class of Securities)

James Harrison

Andrea Reiner

Broers Building

21 JJ Thomson Ave

Cambridge, CB3 0FA

United Kingdom

Telephone: +44 (0) 1223 354118

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Michael R. Patrone

Amanda J. Gill

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

Telephone: (212) 813-8800

☒  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $2,829.99		Filing Party: AT2B, Inc.
Form or Registration No.: Schedule TO-T (File No. 005-91017)		Date Filed: December 29, 2025

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒  Third-party tender offer subject to Rule 14d-1.

☐  Issuer tender offer subject to Rule 13e-4.

☐  Going-private transaction subject to Rule 13e-3.

☐  Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, filed on December 29, 2025 (together with any amendments and supplements hereto, including this Amendment, the “Schedule TO”), 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”), relating to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value, $0.0001 per share (the “Shares”), of Applied Therapeutics, Inc., a Delaware corporation (the “Company”), 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 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal, which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided in this Amendment, except as otherwise set forth below. This Amendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment have the meanings given to such terms in the Offer to Purchase.

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

(1) “The Offer and related withdrawal rights expired one minute after 11:59 p.m., New York City Time, on February 2, 2026. Equiniti Trust Company, LLC, in its capacity as depositary and paying agent for the Offer, advised Purchaser that, as of the expiration of the Offer, a total of 79,518,606 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 51.56% of the Shares outstanding as of the expiration of the Offer.

As of the expiration of the Offer, the number of Shares validly tendered and “received” (as defined in Section 251(h)(6) of the DGCL) and not validly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition. All conditions to the Offer having been satisfied, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer. Purchaser will promptly pay for all such Shares.

As a result of its acceptance of the Shares tendered pursuant to the Offer and in accordance with Section 251(h) of the DGCL, Purchaser owns a number of Shares that is greater than the percentage of Shares that would be required to adopt the Merger Agreement by a vote of the Company’s stockholders. Accordingly, following the consummation of the Offer, the Merger was completed on February 3, 2026, in accordance with Section 251(h) of the DGCL without a vote of the Company’s stockholders. At the Effective Time of the Merger, each Share (other than (a) Shares held in the treasury of the Company immediately prior to the Effective Time, (b) Shares that immediately prior to the Effective Time were owned by Parent, Purchaser, the Company or any of their respective direct or indirect wholly owned subsidiaries, (c) Shares irrevocably accepted for purchase in the Offer and (d) Shares held by stockholders who have properly demanded appraisal of such Shares in accordance with the DGCL) were automatically canceled and converted into the right to receive the Offer Price, without interest and subject to any withholding of taxes required by applicable law.

As a result of the Merger, the Shares ceased trading prior to the opening of trading on The Nasdaq Global Select Market (“Nasdaq”) and will be delisted from Nasdaq. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.

On February 3, 2026, Parent issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. The full text of the press release is attached hereto as Exhibit (a)(5)(K) to the Schedule TO and incorporated herein by reference.”

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.		Description
(a)(5)(K)*		Press Release issued by the Parent, dated February 3, 2026.
(d)(5)*		Contingent Value Rights Agreement, dated February 3, 2025, by and between Parent and the Rights Agent.

* Filed herewith

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 3, 2026

AT2B, INC.
By:		/s/ James Harrison
Name:		James Harrison
Title:		President
CYCLE GROUP HOLDINGS LIMITED
By:		/s/ James Harrison
Name:		James Harrison
Title:		Chief Executive Officer

FAQ

What did Applied Therapeutics (APLT) shareholders receive in the Cycle Group acquisition?

Shareholders receive $0.088 in cash per share plus one CVR. Each common share is converted into cash and a non-tradeable contingent value right, which may pay up to $0.40 per CVR if milestones in the CVR Agreement are achieved.

How does the contingent value right work in the Applied Therapeutics (APLT) deal?

Each share receives one non-tradeable CVR with milestone-based payouts. The CVR can pay up to $0.40 in cash plus a holder’s pro rata share of any defined Closing Cash Payment, if specified milestones and Closing Cash conditions in the CVR Agreement are satisfied.

Was a shareholder vote required to approve the Applied Therapeutics (APLT) merger?

No separate shareholder vote was required for the merger. After the tender offer met its minimum condition, the acquirer owned enough shares to complete a Section 251(h) merger under Delaware law, allowing closing without a stockholder vote.

What happens to Applied Therapeutics (APLT) stock after the merger with Cycle Group?

The stock ceases trading and will be delisted from Nasdaq. Following the February 3, 2026 merger, shares stopped trading on the Nasdaq Global Select Market, and the new owner plans to terminate registration and suspend Exchange Act reporting obligations.

When was the Applied Therapeutics (APLT) merger with AT2B, Inc. completed?

The merger was completed on February 3, 2026. After the tender offer satisfied its conditions, AT2B, Inc. closed the Section 251(h) merger on that date, converting remaining eligible shares into the right to receive the same offer consideration.

Which shares of Applied Therapeutics (APLT) did not receive the tender offer consideration at closing?

Certain excluded shares did not receive the standard offer price. Treasury shares, shares already owned by the buyer group or subsidiaries, shares already accepted in the offer, and shares properly demanding appraisal under Delaware law were treated differently at the effective time.