UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
month of January 2026
Commission
File Number 001-15170
GSK plc
(Translation
of registrant's name into English)
79 New Oxford Street, London, WC1A 1DG
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F . . . .X. . . . Form 40-F . . . . . . . .
Issued: 20 January 2026, London UK
GSK enters agreement to acquire RAPT Therapeutics
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Acquisition includes ozureprubart, a potentially
best-in-class anti-IgE antibody, in development for prophylactic
protection against food allergens
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Ozureprubart offers potential to protect against food
allergy reactions with less frequent dosing compared to existing
standard-of-care therapy
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Food allergies are increasing with significant unmet
need and serious health risks
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Acquisition adds to Respiratory, Immunology &
Inflammation pipeline
GSK plc (LSE/NYSE: GSK) today announced that it has entered a
definitive agreement to acquire RAPT Therapeutics ("RAPT") (NASDAQ:
RAPT), a California-based, clinical-stage biopharmaceutical company
dedicated to developing novel therapies for patients living with
inflammatory and immunologic diseases. The acquisition includes
ozureprubart, a long-acting anti-immunoglobulin E (IgE) monoclonal
antibody, currently in phase IIb clinical development for
prophylactic protection against food allergens.
IgE is a clinically validated target and is the only approved
systemic therapy shown to protect patients from a harmful allergic
and inflammatory immune response. Around 94% of severe food
allergies are caused by IgE-mediated reactions.1
Current anti-IgE treatment for food allergy involves injections
every 2 to 4 weeks, which can be a significant burden, particularly
since most patients are children. Ozureprubart's clinical profile
offers the potential for less frequent dosing of every 12 weeks,
supporting improved compliance and patient outcomes; as well as
providing a new option to approximately 25% of patients currently
ineligible for existing therapy. Ozureprubart complements GSK's
extensive commercial footprint and prescriber base in
allergy.
Data from the phase IIb trial (prestIgE) assessing use of
ozureprubart as monotherapy is expected in 2027, with phase III
trials to be focused on both at-risk adult and paediatric
populations. In
the US, over 17 million people are diagnosed with food allergies,
with more than 1.3 million people suffering severe
reactions.2,3,4 This
results in more than 3 million patient visits each year to hospital
and emergency care.5
Tony Wood, Chief Scientific Officer, GSK said: "The
addition of ozureprubart brings another promising new, potential
best-in-class treatment to GSK's pipeline. Food allergies cause
severe health impacts to patients with existing treatment requiring
injections as frequently as every 2 weeks. Ozureprubart offers the
opportunity to bring sustained protection to patients with dosing
every 12 weeks, and is consistent with our approach to acquire
assets that address validated targets and where there is clear
unmet medical need."
Brian Wong, President & Chief Executive Officer, RAPT
Therapeutics, said: "We are
excited to enter into this agreement with GSK, which offers an
attractive path forward for our programs, particularly the
opportunity we envision for ozureprubart in food allergy. This
transaction has the potential to provide access to the global
development and commercialisation capabilities, resources and
infrastructure that GSK has to offer and ultimately bring added
value to our pipeline, patients and
stockholders."
Financial considerations
Under the terms of the agreement, GSK will pay RAPT Therapeutics
shareholders $58.00 per share at closing for an estimated aggregate
equity value of $2.2 billion. Net of cash acquired, GSK's estimated
upfront investment is $1.9 billion.
The transaction gives GSK the global rights to the ozureprubart
programme, excluding mainland China, Macau, Taiwan and Hong Kong.
GSK will also be responsible for success-based milestone and
royalty payments for ozureprubart owed to RAPT's partner, Shanghai
Jeyou Pharmaceutical Co., Ltd.
Under the terms of the agreement, GSK's subsidiary is obligated to
commence a tender offer to acquire all outstanding shares of RAPT
common stock for $58.00 per share in cash within 10 business days
of signing. The transaction is subject to customary closing
conditions, including the tender of a majority of RAPT's
outstanding shares of common stock in the tender offer
and expiration
or termination of the applicable waiting period under
the under
the Hart-Scott-Rodino Act in the US. Promptly following
the closing
of the tender offer, GSK will acquire any shares of RAPT that are
not tendered in the tender offer through a second-step merger under
Delaware law at the tender offer price. GSK
will account for the transaction as a business
combination.
The transaction is expected to close in the first quarter of
2026.
Advisors
Evercore is acting as exclusive financial advisor and A&O
Shearman is serving as legal counsel to GSK in connection with the
transaction. J.P. Morgan Securities LLC is acting as exclusive
financial advisor and Cooley LLP is serving as legal counsel to
RAPT Therapeutics.
Additional information
This press announcement is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer or a
recommendation to sell securities, nor is it a substitute for the
tender offer materials that GSK,
GlaxoSmithKline LLC ("GSK LLC") and its wholly-owned subsidiary,
Redrose Acquisition Co. will file with the Securities and Exchange
Commission (the "SEC"). The tender offer for the outstanding shares
of RAPT Therapeutics common stock described in this press
announcement has not commenced. At the time the tender offer is
commenced, GSK, GSK LLC and Redrose Acquisition Co. will file, or
will cause to be filed, a Schedule TO Tender Offer Statement with
the SEC, and, thereafter, RAPT Therapeutics will file a Schedule
14D-9 Solicitation/Recommendation Statement with the SEC, in each
case with respect to the tender offer. The Schedule
TO Tender Offer Statement (including an offer to purchase, a
related letter of transmittal and other offer documents) and the
Schedule 14D-9 Solicitation/Recommendation Statement will contain
important information that should be read carefully before any
decision is made with respect to the tender
offer. Those
materials (once they become available) will be made available to
RAPT Therapeutics stockholders at no expense to them by the
information agent for the tender offer, which will be announced. In
addition, those materials and all other documents filed by or
caused to be filed by RAPT Therapeutics or GSK with the SEC will be
available at no charge on the SEC's website at www.sec.gov. In
addition to the Schedule 14D-9 Solicitation/Recommendation
Statement and Schedule TO Offer Statement (once each becomes
available), RAPT Therapeutics and GSK file or furnish, as
applicable, annual, quarterly and current reports and other
information with the SEC. You may read and copy any reports or
other information filed by RAPT Therapeutics at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-0330 for further information on the
public reference room. RAPT Therapeutics and GSK filings with the
SEC are also available to the public from commercial
document-retrieval services and at the SEC's website
at www.sec.gov.
About food allergies
In the US, over 17 million people are diagnosed with food
allergies, with more than 1.3 million people suffering severe
reactions.2,3,4 Notably,
65% of severe food allergy patients are children and
adolescents.1 This
results in more than 3 million patient visits each year to hospital
and emergency care.5 Disease
burden is amplified by the frequency and complexity of allergic
reactions, which can escalate to anaphylaxis, emergency care and
impact a patient's wellbeing and participation in social
activities. Collectively, food allergies cost US families an
estimated $33 billion in 2024, underscoring the need for more
effective and durable therapies.5
About RAPT Therapeutics
RAPT Therapeutics is a clinical-stage immunology-based
biopharmaceutical company focused on discovering, developing and
commercializing novel therapies for patients living with
inflammatory and immunologic diseases. Utilizing deep and
proprietary expertise in immunology, RAPT develops novel molecules
that are designed to modulate the critical immune responses
underlying these diseases.
About GSK
GSK is a global biopharma company with a purpose to unite science,
technology, and talent to get ahead of disease together. Find out
more at www.gsk.com.
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GSK enquiries
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Media:
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Tim
Foley
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+44 (0)
20 8047 5502
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(London)
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Sarah
Clements
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+44 (0)
20 8047 5502
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(London)
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Kathleen
Quinn
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+1 202
603 5003
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(Washington
DC)
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Lyndsay
Meyer
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+1 202
302 4595
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(Washington
DC)
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Investor
Relations:
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Constantin
Fest
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+44 (0)
7831 826525
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(London)
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James
Dodwell
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+44 (0)
20 8047 2406
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(London)
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Mick
Readey
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+44 (0)
7990 339653
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(London)
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Steph
Mountifield
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+44 (0)
7796 707505
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(London)
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Sam
Piper
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+44 (0)
7824 525779
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(London)
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Jeff
McLaughlin
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+1 215
751 7002
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(Philadelphia)
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Frannie
DeFranco
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+1 215
751 3126
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(Philadelphia)
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RAPT Therapeutics enquiries
Sylvia
Wheeler (swheeler@wheelhouselsa.com)
Aljanae
Reynolds (areynolds@wheelhouselsa.com)
Cautionary statement regarding forward-looking
statements
GSK cautions investors that any forward-looking statements or
projections made by GSK, including those made in this announcement,
are subject to risks and uncertainties that may cause actual
results to differ materially from those projected. Such factors
include, but are not limited to, those described in the "Risk
Factors" section in GSK's Annual Report on Form 20-F for the year
ended December 31, 2024. This communication includes
forward-looking statements related to RAPT Therapeutics,
ozureprubart and the acquisition of RAPT Therapeutics by GSK that
are subject to risks, uncertainties and other factors. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including all
statements regarding the intent, belief or current expectation of
RAPT Therapeutics and members of its senior management team and can
typically 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 business
combination, similar transactions, prospective performance, future
plans, events, expectations, performance, objectives and
opportunities and the outlook for RAPT Therapeutics' business; the
commercial success of RAPT Therapeutics' products; the anticipated
timing of clinical data and regulatory filings or approvals
relating to products; the possibility of favourable or unfavourable
results from clinical trials; the anticipated benefits of the
acquisition; filings and approvals relating to the transaction; the
expected timing of the completion of the transaction; the parties'
ability to complete the transaction; 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 and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties. Risks and uncertainties that could cause
the actual results to differ from expectations contemplated by
forward-looking statements include: uncertainties as to the timing
of the tender offer and completion of the merger; the possibility
that various closing conditions for the transaction may not be
satisfied or waived, including that RAPT Therapeutics stockholders
may not tender into the offer a majority of the shares of common
stock outstanding at the time of the expiration of the offer or
that required regulatory approvals may not be obtained or are
obtained subject to conditions that are not anticipated; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; the failure
to realize anticipated benefits of the proposed acquisition when
expected or at all; potential adverse reactions or changes to
business relationships resulting from the proposed acquisition,
including the effect of the announcement, pendency or consummation
of the acquisition on the ability of RAPT Therapeutics to retain
and hire key personnel or maintain key vendor, supplier or partner
relationships; risks that the proposed acquisition disrupts the
current plans and operations of RAPT Therapeutics; transaction
costs; risks associated with potential litigation or regulatory
actions related to the transaction; and other risks and
uncertainties described from time to time in documents filed with
the SEC by RAPT Therapeutics, including current reports on Form
8-K, quarterly reports on Form 10-Q and annual reports on Form
10-K, as well as the Schedule 14D-9 to be filed by RAPT
Therapeutics, or in GSK's Annual Report on Form 20-F for the year
ended December 31, 2024 filed with the SEC by GSK, as well as the
Schedule TO to be filed by GSK. All forward- looking statements are
based on information currently available to GSK and RAPT
Therapeutics, and neither GSK nor RAPT Therapeutics assumes any
obligation to update any forward-looking statements.
Registered in England & Wales:
No. 3888792
Registered Office:
79 New Oxford Street
London
WC1A 1DG
References
1 GSK Epi assessment based on MarketScan and Optum claims
database
2 Warren
CM, Aktas ON, Manalo LJ, Bartell TR, Gupta RS. The epidemiology of
multifood allergy in the United States: a population-based study.
Ann Allergy Asthma Immunol.
2023;130(5):637-648.e5.
3 US
Census Bureau. Age and Sex, American Community Survey, ACS 1-Year
Estimates Subject Tables, Table S0101, 2022. Accessed 9 January,
2026. https://data.census.gov/table/ACSST1Y2022.S0101.
4 MarketScan's
overall prevalence, and Optum's age-stratified (<18; 18+) and
overall prevalence. Severe FA defined as patients with ER/inpatient
visit or under specialist care.
5
FARE Food Allergy Facts and Statistics for the US (April
2024).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorised.
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GSK plc
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(Registrant)
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Date: January
20, 2026
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By:/s/ VICTORIA
WHYTE
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Victoria Whyte
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Authorised
Signatory for and on
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behalf
of GSK plc
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