Form 4: APLT COO Discloses Merger-Related Share Dispositions

Applied Therapeutics' COO, Constantine Chinoporos, reported the disposition of all his common stock and RSUs following the company's merger with Cycle Group Holdings Limited.

Summary

• Constantine Chinoporos, Chief Operating Officer and Chief Business Officer of Applied Therapeutics, Inc., reported transactions related to the company's merger.
• On December 19, 2025, 437,500 compensatory Restricted Stock Units (RSUs) were granted, vesting upon a Change in Control or June 19, 2026.
• An administrative error in prior Form 4s, which overstated total holdings, was corrected.
• Applied Therapeutics, Inc. merged with AT2B, INC., a subsidiary of Cycle Group Holdings Limited, effective January 28, 2026.
• At the merger's effective time, each outstanding share of common stock was converted into $0.088 cash per share plus one non-tradeable contingent value right (CVR).
• All outstanding RSUs, whether vested or unvested, were deemed vested and converted into the same merger consideration.
• Chinoporos disposed of 1,057,111 shares of common stock on February 3, 2026, as a result of the merger, leaving him with 0 shares beneficially owned.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly negative event for shareholders, given the extremely low cash consideration per share and the non-tradeable nature of the CVR, indicating a distressed acquisition.

Positives

• The reporting person received consideration for his shares and RSUs as part of the merger.
• An administrative error in prior Form 4s regarding total holdings was corrected.

Negatives

• The cash consideration of $0.088 per share is very low, indicating a significant loss of value for shareholders.
• The contingent value right (CVR) is non-tradeable, limiting its liquidity and immediate value realization.

Risks

• The non-tradeable nature of the contingent value right (CVR) means its future value is uncertain and cannot be immediately realized or traded by recipients.
• The low cash consideration of $0.088 per share suggests potential dissatisfaction among shareholders regarding the company's valuation in the merger.

Future Outlook

The merger consideration includes a non-tradeable contingent value right (CVR), indicating potential future payments to former shareholders based on specific future events or performance, though its value and realization timeline are uncertain.

Industry Context

StockSavvy.ai notes that mergers involving a low cash per share consideration and non-tradeable CVRs often occur when a company faces significant challenges or is acquired at a distressed valuation. This type of transaction can be seen in the biotech or pharmaceutical sector where early-stage companies might be acquired for their intellectual property or pipeline assets rather than immediate profitability, especially if they struggle with clinical trial outcomes or funding.

Comparison to Industry Standards

• The cash consideration of $0.088 per share is exceptionally low, significantly below typical acquisition premiums seen in healthy public company mergers. For instance, in the biotech sector, acquisitions often involve premiums of 30-50% or more over recent trading prices, or valuations in the hundreds of millions to billions for companies with promising pipelines.
• The inclusion of a non-tradeable Contingent Value Right (CVR) is common in biotech acquisitions where the acquiring company wants to share future risks and rewards related to specific drug development milestones. However, the non-tradeable nature limits immediate liquidity, unlike CVRs in some larger deals (e.g., Sanofi's acquisition of Principia Biopharma) which sometimes offer more defined pathways or even tradeable CVRs.
• This valuation suggests Applied Therapeutics may have been acquired at a distressed price, potentially due to clinical trial setbacks, funding issues, or a lack of market traction, contrasting sharply with successful biotech exits like Pfizer's acquisition of Seagen for $43 billion or Merck's acquisition of Acceleron Pharma for $11.5 billion, which commanded substantial premiums.

Stakeholder Impact

• Shareholders: Existing shareholders received a very low cash consideration ($0.088 per share) and a non-tradeable contingent value right, indicating a significant loss of value and limited liquidity.
• Employees: The impact on employees is not detailed, but mergers often lead to organizational restructuring and potential job changes.
• Management: The reporting person, a key executive, disposed of all his shares and RSUs as part of the merger, aligning his financial interests with the merger outcome.

Next Steps

• Realization of value from the non-tradeable contingent value right (CVR) based on its terms and future events.

Key Dates

Recommendation

The company has been acquired at an extremely low cash valuation of $0.088 per share, supplemented by a non-tradeable contingent value right. This indicates a distressed sale and a significant loss of value for existing shareholders. As the merger is already effective and shares have been converted, the 'sell' recommendation reflects the outcome for prior shareholders, who effectively 'sold' their shares into the merger at this low price.

Keywords

Applied Therapeutics, APLT, Form 4, Insider Trading, Merger, Acquisition, Restricted Stock Units, RSUs, Contingent Value Right, CVR, Constantine Chinoporos, Cycle Group Holdings