Repare Therapeutics (RPTX) buyout pays BVF funds $2.20 plus CVR

Rhea-AI Filing Summary

Repare Therapeutics Inc. saw its largest shareholders cashed out in a merger. Investment funds affiliated with BVF Partners, including Biotechnology Value Fund, Biotechnology Value Fund II and Biotechnology Value Trading Fund OS, reported the disposition of their Repare common shares on January 28, 2026 in connection with a completed acquisition by XenoTherapeutics Inc. Under the arrangement, each common share was exchanged for $2.20 in cash plus one contingent value right for potential additional cash payments, and the BVF-related entities now report holding zero Repare shares after the transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BVF PARTNERS L P/IL

(Last) (First) (Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Repare Therapeutics Inc. [ RPTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, no par value(1)	01/28/2026		U(2)		5,309,432	D	(6)	0	D(3)
Common Shares, no par value(1)	01/28/2026		U(2)		4,308,573	D	(6)	0	D(4)
Common Shares, no par value(1)	01/28/2026		U(2)		548,938	D	(6)	0	D(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BVF PARTNERS L P/IL

(Last) (First) (Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BIOTECHNOLOGY VALUE FUND L P

(Last) (First) (Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BVF I GP LLC

(Last) (First) (Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BIOTECHNOLOGY VALUE FUND II LP

(Last) (First) (Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Explanation of Responses

1. Name and Address of Reporting Person^*

BVF II GP LLC

(Last) (First) (Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Explanation of Responses

1. Name and Address of Reporting Person^*

Biotechnology Value Trading Fund OS LP

(Last) (First) (Middle)

P.O. BOX 309 UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Explanation of Responses

1. Name and Address of Reporting Person^*

BVF Partners OS Ltd.

(Last) (First) (Middle)

P.O. BOX 309 UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Explanation of Responses

1. Name and Address of Reporting Person^*

BVF GP HOLDINGS LLC

(Last) (First) (Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BVF INC/IL

(Last) (First) (Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LAMPERT MARK N

(Last) (First) (Middle)

44 MONTGOMERY ST.

40TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. This Form 4 reports securities disposed of pursuant to an Arrangement Agreement, dated as of November 14, 2025, under the Business Corporations Act (Quebec), by and among the Issuer, XenoTherapeutics, Inc. ("Parent"), Xeno Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of Parent, and solely for limited purposes, XOMA Royalty Corporation, pursuant to to which Purchaser acquired all of the issued and outstanding Common Shares of the Issuer, effective January 28, 2026 (the "Merger").

3. Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.

4. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.

5. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.

6. The Reporting Persons received the following in exchange for each Common Share of the Issuer disposed of in connection with the Merger: $2.20 in cash per Common Share and one contingent value right per Common Share for potential cash payments.

	BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	01/30/2026
	Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer	01/30/2026
	BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer	01/30/2026
	Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer	01/30/2026
	BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer	01/30/2026
	BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	01/30/2026
	Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	01/30/2026
	BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer	01/30/2026
	BVF Inc., By: /s/ Mark N. Lampert, President	01/30/2026
	/s/ Mark N. Lampert	01/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the BVF funds report in this Form 4 for Repare Therapeutics (RPTX)?

The BVF-affiliated funds reported disposing of all their Repare Therapeutics common shares on January 28, 2026. The disposition occurred as part of a completed merger in which XenoTherapeutics acquired all outstanding Repare shares under a Quebec court-approved arrangement.

What consideration did Repare Therapeutics (RPTX) shareholders receive in the merger?

Each Repare Therapeutics common share was exchanged for $2.20 in cash plus one contingent value right. The contingent value right entitles holders to potential future cash payments, providing upside linked to specified post-closing outcomes described in the merger documentation.

Who are the reporting persons in this Repare Therapeutics (RPTX) insider filing?

The filing is joint by several BVF-related entities, including Biotechnology Value Fund, Biotechnology Value Fund II, Biotechnology Value Trading Fund OS, BVF Partners L.P., BVF GP Holdings LLC, BVF Inc., and Mark N. Lampert. Each reports as part of a Section 13(d) group with shared pecuniary interests.

How many Repare Therapeutics (RPTX) shares were affected in the BVF group’s Form 4?

The Form 4 lists three non-derivative dispositions of Repare common shares: 5,309,432 shares, 4,308,573 shares, and 548,938 shares. After these merger-related transactions, the filing shows zero Repare shares beneficially owned for each of the reported positions.

Why is the transaction code "U" used in this Repare Therapeutics (RPTX) Form 4?

Transaction code "U" indicates a disposition pursuant to a transaction such as a merger or similar restructuring. Here, it reflects that BVF-related entities’ Repare shares were converted into cash and contingent value rights as part of the completed XenoTherapeutics acquisition.

Do BVF and related entities still claim beneficial ownership of Repare Therapeutics (RPTX) shares?

No. The reporting persons indicate that all reported Repare common shares were disposed of in the merger, and the post-transaction holdings columns show zero shares. They also disclaim beneficial ownership beyond their actual pecuniary interests in the reported securities.