Form 4: Applied Therapeutics Director's Holdings Post-Merger

Applied Therapeutics director Jay S. Skyler reports zero beneficial ownership of common stock and options following the company's merger with Cycle Group Holdings Limited and AT2B, INC.

Summary

• Applied Therapeutics, Inc. completed a merger with Cycle Group Holdings Limited and AT2B, INC. (Purchaser), effective January 28, 2026.
• Each outstanding share of Applied Therapeutics common stock was cancelled and converted into the right to receive $0.088 per share in cash and one non-tradeable contingent value right.
• Director Jay S. Skyler disposed of 65,000 shares of common stock and 42,500 shares of common stock (tendered) as part of the merger transactions on February 3, 2026.
• All outstanding stock options held by the director, with exercise prices equal to or exceeding the $0.088 per share closing amount, were fully vested and then cancelled for no consideration at the effective time of the merger.
• Following these reported transactions, Director Skyler Jay S. beneficially owns 0 shares of common stock and 0 derivative securities in Applied Therapeutics, Inc.

Sentiment

Score: 2

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

Positives

• The merger was successfully completed, indicating a strategic transaction for the company.

Negatives

• Director Skyler Jay S. received only $0.088 per share in cash for common stock, plus a non-tradeable contingent value right.
• All stock options held by the director were out-of-the-money (exercise price greater than $0.088) and were cancelled for no consideration.
• The director now holds no beneficial ownership in Applied Therapeutics, Inc. following the merger.

Risks

• The contingent value right received as part of the merger consideration is non-tradeable, limiting liquidity for its potential future value.

Future Outlook

This filing is a historical report of a completed merger and does not contain forward-looking statements or guidance for the merged entity.

Industry Context

StockSavvy.ai notes that mergers and acquisitions often lead to significant changes in insider holdings, particularly when the target company is taken private or delisted. The low cash consideration per share ($0.088) suggests a distressed acquisition or a company with limited standalone value, which is a common outcome in certain biotech or early-stage pharmaceutical sectors if clinical trials or product development do not meet expectations.

Comparison to Industry Standards

• The $0.088 per share cash consideration is significantly below typical acquisition premiums seen in healthy, growing companies, suggesting a 'take-under' or a distressed asset sale.
• The cancellation of out-of-the-money options for no consideration is standard practice in mergers where the acquisition price is below the option's strike price, aligning with general corporate governance principles for such transactions.
• The inclusion of a non-tradeable Contingent Value Right (CVR) is a common mechanism in biotech mergers, often used to bridge valuation gaps by providing shareholders with potential future payments tied to specific clinical or regulatory milestones, as seen in deals like the acquisition of Acceleron Pharma by Merck or the acquisition of MyoKardia by Bristol Myers Squibb. However, the non-tradeable nature limits immediate liquidity.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $0.088 cash per share plus a non-tradeable CVR, indicating a very low valuation for the company.
• Option Holders: Out-of-the-money options were cancelled for no value, resulting in a loss of potential future gains.
• Employees (if they held RSUs/options): Similar impact to shareholders/option holders based on their equity holdings.

Key Dates

Recommendation

The company has been acquired at a very low cash valuation of $0.088 per share, and all out-of-the-money options were cancelled for no consideration. The stock is no longer trading as an independent entity, and the remaining value is tied to a non-tradeable contingent value right, making any remaining 'holdings' illiquid and speculative. Investors should have already exited or be in the process of receiving their merger consideration.

Keywords

Applied Therapeutics, APLT, Merger, Form 4, Insider Trading, Beneficial Ownership, Stock Options, Contingent Value Right, Cycle Group Holdings, AT2B