Form 4: APLT CFO Reports Post-Merger Share and Option Dispositions

Applied Therapeutics' CFO Leslie D. Funtleyder reported significant share and option dispositions following the company's merger with AT2B, INC., receiving $0.088 per share plus a contingent value right.

Summary

• Leslie D. Funtleyder, Director, Chief Financial Officer, and Interim Chief Executive Officer of Applied Therapeutics, Inc. (APLT), reported changes in beneficial ownership.
• A merger agreement was dated December 11, 2025, among Applied Therapeutics, Inc., Cycle Group Holdings Limited, and AT2B, INC. ('Purchaser').
• The merger became effective on January 28, 2026, with Applied Therapeutics, Inc. surviving.
• At the effective time of the merger, each outstanding share of common stock was cancelled and converted into the right to receive $0.088 per share in cash, plus one non-tradeable contingent value right.
• On December 19, 2025, Funtleyder acquired 1,187,500 compensatory Restricted Stock Units (RSUs) under the 2019 Equity Incentive Plan, which were set to vest upon a Change in Control or June 19, 2026.
• Pursuant to the merger agreement, all outstanding RSUs (vested or unvested) were deemed to have vested and were converted into the merger consideration.
• On February 3, 2026, Funtleyder disposed of 2,375,000 shares and an additional 152,959 shares of common stock, tendered in exchange for the merger consideration.
• On February 3, 2026, various stock options with exercise prices of $1.05, $1.02, and $4.7 were cancelled for no consideration, as they were 'Out-of-the-Money Options' (exercise price equal to or exceeding the $0.088 closing amount).

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly negative event for APLT shareholders and option holders, given the extremely low cash consideration per share and the cancellation of out-of-the-money options for no value, indicating a distressed acquisition.

Positives

• Compensatory Restricted Stock Units (RSUs) held by the reporting person vested in full upon the merger, allowing for conversion into the merger consideration.

Negatives

• Common stock was converted into a very low cash value of $0.088 per share, indicating a significant loss for prior shareholders.
• Stock options with exercise prices equal to or exceeding the closing amount were cancelled for no consideration, resulting in a complete loss of value for those holdings.
• A key insider disposed of all common stock and options following the merger, reflecting the company's acquisition at a low valuation.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that mergers often lead to insider transactions as equity holdings are converted or liquidated. The extremely low cash consideration per share ($0.088) suggests a distressed acquisition or a company facing significant financial or operational challenges prior to the merger, which is common in the biotechnology or pharmaceutical sectors for companies whose clinical trials may not have met expectations.

Comparison to Industry Standards

• The cash consideration of $0.088 per share is significantly below typical acquisition prices for publicly traded companies, often indicating severe financial distress or a highly unfavorable market position for Applied Therapeutics prior to the merger.
• For context, even small-cap biotech acquisitions typically involve per-share values in the low single digits or higher, making this acquisition price exceptionally low and indicative of a 'fire sale' scenario.

Stakeholder Impact

• Shareholders: Received $0.088 per share in cash plus a non-tradeable contingent value right, indicating a significant loss for most prior investors.
• Option Holders: Stock options with exercise prices above the merger consideration were cancelled for no value, resulting in a complete loss for these stakeholders.
• Employees (holding RSUs): RSUs vested and converted into the merger consideration, providing some payout for these equity awards.

Key Dates

Recommendation

The company, Applied Therapeutics, Inc., has been acquired, and its common stock has been cancelled and converted into a cash payment of $0.088 per share plus a contingent value right. As such, there is no longer a public market for the shares, and any remaining holdings would have been liquidated at the merger consideration. Therefore, a 'sell' recommendation reflects the finality of the transaction for public shareholders.

Keywords

Applied Therapeutics, APLT, Form 4, insider transaction, merger, acquisition, Restricted Stock Units, stock options, contingent value right, Leslie D. Funtleyder