Introductory Note
As previously disclosed by Repare Therapeutics Inc., a corporation governed by the Business Corporations Act (Québec) (the “Company”), the Company entered into an Arrangement Agreement, dated as of November 14, 2025 (the “Agreement”), by and among the Company, XenoTherapeutics, Inc., a Massachusetts non-profit corporation (“Xeno”), Xeno Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Xeno (“Purchaser”), and solely for purposes of Section 9.15 thereof, XOMA Royalty Corporation, a Nevada corporation, pursuant to which Purchaser agreed to acquire all of the issued and outstanding common shares (the “Common Shares”, and the holders of such Common Shares, the “Shareholders”) of the Company (the “Transaction”). The Transaction was consummated on January 28, 2026 (the “Arrangement”).
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information provided in the Introductory Note is incorporated by reference herein.
Subject to the terms and conditions set forth in the Agreement, on January 28, 2026, the Shareholders received a cash payment of approximately US$2.20 per Common that was determined based upon the Company’s cash balance immediately prior to the closing of the Transaction (the “Closing”) after deducting certain transaction costs, the aggregate amount of outstanding liabilities, and a transaction fee to Xeno. In addition, each Shareholder received one non-transferable contingent value right (each, a “CVR”) for each Common Share which represents the right to receive a pro rata portion of potential payments, in cash, described in, and subject to and in accordance with the terms and conditions of the contingent value rights agreement dated January 28, 2026 among the Purchaser, Broadridge Corporate Issuer Solutions, LCC, in its capacity as rights agent and WT Representative LLC, solely in its capacity as the initial representative, agent and attorney in-fact of the CVR holders (the “CVR Agreement”).
The foregoing summary description of the completion of the Transaction does not purport to be complete and is qualified in its entirety by reference to the terms of the Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 17, 2025. The form of the CVR Agreement is included as Schedule F to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 17, 2025 and is incorporated herein by reference.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.
In connection with the consummation of the Transaction, the Company (i) notified the Nasdaq Capital Market LLC (“Nasdaq”) of the consummation of the Transaction and (ii) requested that Nasdaq (A) suspend trading of the Shares effective after the closing of trading on January 28, 2026 and (B) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to effect the delisting of all Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, Purchaser intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares. The Company has applied to cease to be a reporting issuer in Québec pursuant to the securities legislation of Québec.
