Repare Therapeutics (RPTX) sale gives holders $2.20 cash plus CVR as BVF exits

Rhea-AI Filing Summary

Repare Therapeutics Inc. has been acquired by XenoTherapeutics, Inc. through its subsidiary Xeno Acquisition Corp. Effective January 28, 2026, the buyer acquired all outstanding common shares.

Shareholders received $2.20 in cash per share plus one contingent value right per share for potential future cash payments. Following this transaction, the BVF funds and related reporting persons now report owning 0 shares, representing 0% of Repare’s outstanding common shares and have ceased to be beneficial owners of more than 5% of the company.

Insights

Equity ownership and M&A analyst

BVF exits Repare after all-share acquisition at $2.20 plus a CVR.

The filing shows that all outstanding common shares of Repare Therapeutics Inc. were acquired by a XenoTherapeutics, Inc. subsidiary. Consideration consisted of $2.20 in cash per share plus one contingent value right per share for potential additional cash payments.

All listed BVF entities and Mark N. Lampert now report 0 shares and 0% beneficial ownership, confirming a full exit and that they no longer exceed the 5% ownership threshold as of January 28, 2026. Subsequent company disclosures may further detail any CVR milestones or payments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Repare Therapeutics Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

760273102

(CUSIP Number)

JAMES KRATKY
BVF PARTNERS L.P., 44 Montgomery St., 40th Floor
San Francisco, CA, 94104
415-525-8830

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 760273102

1

Name of reporting person

BIOTECHNOLOGY VALUE FUND L P

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 760273102

1

Name of reporting person

BVF I GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 760273102

1

Name of reporting person

BIOTECHNOLOGY VALUE FUND II LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 760273102

1

Name of reporting person

BVF II GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 760273102

1

Name of reporting person

Biotechnology Value Trading Fund OS LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 760273102

1

Name of reporting person

BVF Partners OS Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 760273102

1

Name of reporting person

BVF GP HOLDINGS LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 760273102

1

Name of reporting person

BVF PARTNERS L P/IL

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 760273102

1

Name of reporting person

BVF INC/IL

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 760273102

1

Name of reporting person

LAMPERT MARK N

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Repare Therapeutics Inc.
(c)	Address of Issuer's Principal Executive Offices: 7171 FREDERICK BANTING, SUITE 270, BUILDING 2, SAINT-LAURENT, QUEBEC, CANADA , H4S 1Z9.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: As described in Items 4 and 5 below, the Reporting Persons no longer beneficially own any Shares.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: Effective January 28, 2026, the Issuer was acquired by Xeno Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of XenoTherapeutics, Inc. ("Xeno"), pursuant to an Arrangement Agreement, dated as of November 14, 2025 (the "Agreement"), under the Business Corporations Act (Quebec), by and among the Issuer, Xeno, Purchaser, and solely for limited purposes, XOMA Royalty Corporation, pursuant to which Purchaser agreed to acquire all of the issued and outstanding Shares of the Issuer. Pursuant to the Agreement, among other things, the Purchaser acquired all of the issued and outstanding Shares of the Issuer in exchange for: (i) $2.20 in cash per Share and (ii) one contingent value right per Share for potential cash payments. Accordingly, the Reporting Persons ceased to beneficially own any securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: As described in Item 4 above, the Reporting Persons no longer beneficially own any Shares.
(c)	Item 5(c) is hereby amended and restated to read as follows: Except as set forth in Item 4 above, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past 60 days.
(e)	Item 5(e) is hereby amended and restated to read as follows: As of January 28, 2026, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares.

SIGNATURE

After reasonable 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.

BIOTECHNOLOGY VALUE FUND L P

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	01/30/2026

BVF I GP LLC

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	01/30/2026

BIOTECHNOLOGY VALUE FUND II LP

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	01/30/2026

BVF II GP LLC

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	01/30/2026

Biotechnology Value Trading Fund OS LP

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	01/30/2026

BVF Partners OS Ltd.

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	01/30/2026

BVF GP HOLDINGS LLC

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	01/30/2026

BVF PARTNERS L P/IL

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	01/30/2026

BVF INC/IL

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	01/30/2026

LAMPERT MARK N

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert
Date:	01/30/2026

FAQ

What does the latest Schedule 13D/A say about BVF’s stake in Repare Therapeutics (RPTX)?

The filing states that all BVF-related reporting persons now beneficially own 0 shares of Repare Therapeutics. Their aggregate ownership is 0%, and they ceased to be beneficial owners of more than 5% of the company as of January 28, 2026.

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

Shareholders received $2.20 in cash per Repare Therapeutics share and one contingent value right per share. The contingent value right provides for potential additional cash payments if specified conditions are met under the acquisition agreement.

Who acquired Repare Therapeutics (RPTX) according to this Schedule 13D/A amendment?

Repare Therapeutics was acquired by Xeno Acquisition Corp., a wholly owned subsidiary of XenoTherapeutics, Inc. The deal was completed under an Arrangement Agreement dated November 14, 2025, governed by the Business Corporations Act (Quebec).

When did BVF cease to be a 5% beneficial owner of Repare Therapeutics (RPTX)?

BVF and the other reporting persons ceased to be beneficial owners of more than 5% of Repare Therapeutics’ outstanding common shares as of January 28, 2026, when Xeno Acquisition Corp. completed the purchase of all issued and outstanding shares.

Does the filing report any recent trading by BVF in Repare Therapeutics (RPTX) shares?

The amendment states that, except for the acquisition transaction described, the reporting persons have not entered into any transactions in Repare Therapeutics securities during the past 60 days. Their change in ownership results from the completed acquisition, not open-market trading.

What type of security is covered in this Repare Therapeutics (RPTX) Schedule 13D/A?

The filing covers Repare Therapeutics’ common shares with no par value. All issued and outstanding common shares were acquired for $2.20 in cash per share plus one contingent value right per share under the Arrangement Agreement with XenoTherapeutics.