Applied Therapeutics Enters Material Definitive Agreement

TL;DR

Applied Therapeutics just signed a big deal, creating a new financial obligation. Details to follow.

AI Summary

On December 11, 2025, Applied Therapeutics, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, incorporated in Delaware with its principal executive offices at 545 Fifth Avenue, Suite 1400, New York, NY 10017, filed this 8-K report to disclose this significant event.

Why It Matters

This filing indicates a new financial commitment or obligation for Applied Therapeutics, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Numbers

• 001-38898 — SEC File Number (Identifies the company's filing with the SEC.)
• 81-3405262 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Applied Therapeutics, Inc. (company) — Registrant
• December 11, 2025 (date) — Date of earliest event reported
• 545 Fifth Avenue, Suite 1400 New York, NY 10017 (location) — Address of Principal Executive Offices
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share APLT The Nasdaq Stock Mar
• $0.088 — k"), of the Company in exchange for (i) $0.088 per Share, net to the seller in cash, w
• $0.40 — cash payments up to an aggregate of (x) $0.40 per CVR plus (y) an amount equal to eac
• $500,000 b — ined in the CVR Agreement) that exceeds $500,000 but is less than $1,500,000 at the Effect
• $1,500,000 — that exceeds $500,000 but is less than $1,500,000 at the Effective Time, in each case, in
• $0.10 — Milestone Payment is an amount equal to $0.10 per CVR in cash, without interest, paya
• $0.20 — Milestone Payment is an amount equal to $0.20 per CVR in cash, without interest, paya
• $200,000,000 — t) of any CVR Product equals or exceeds $200,000,000 in any four (4) fiscal quarter period (
• $8.5 m — st, up to a maximum aggregate amount of $8.5 million, in each case each upon three (3)

Filing Documents

• d41524d8k.htm (8-K) — 69KB
• d41524dex21.htm (EX-2.1) — 535KB
• d41524dex22.htm (EX-2.2) — 115KB
• d41524dex101.htm (EX-10.1) — 55KB
• d41524dex991.htm (EX-99.1) — 21KB
• 0001193125-25-316607.txt ( ) — 1110KB
• aplt-20251211.xsd (EX-101.SCH) — 3KB
• aplt-20251211_lab.xml (EX-101.LAB) — 18KB
• aplt-20251211_pre.xml (EX-101.PRE) — 11KB
• d41524d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 11, 2025 Applied Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-38898 81-3405262 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 545 Fifth Avenue , Suite 1400 New York , NY 10017 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 220-9226 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share APLT The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On December 11, 2025, Applied Therapeutics, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cycle Group Holdings Limited, a private limited company incorporated in England and Wales ("Parent"), and AT2B, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer (the "Offer") to purchase all of the issued and outstanding shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of the Company in exchange for (i) $0.088 per Share, net to the seller in cash, without interest, but subject to any applicable withholding of taxes (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 (as defined in the CVR Agreement), net to the stockholder in cash, without interest and less any applicable tax withholding, 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 a contingent value rights agreement (the "CVR Agreement") to be entered into with a rights agent selected by Parent and reasonably acceptable to the Company (the "Rights Agent") (the Closing Amount plus one CVR, collectively, the "Offer Price"). If certain conditions are satisfied and the Offer is consummated, Parent would acquire any remaining Shares for the Offer Price by a merger of Purchaser with and into the Company (the "Merger"). The Merger Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits completion of the Merger without a shareholder vote promptly following consummation of the Offer. The obligation of Parent and Purchaser to consummate the Offer is subject to the condition that there be validly tendered, and not properly withdrawn, prior to the expiration of the Offer, that number of Shares that, together with the number of Shares, if any, then owned beneficially by Parent and Purchaser (together with their wholly-owned subsidiaries), represents at least a majority of the Shares outstanding as of the consummation of the Offer (the "Minimum Tender Condition"). The Minimum Tender Condition may not be amended, modified or waived by Purchaser without the prior written consent of the Company. The obligation of Purchaser to consummate t

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