Director Skyler Jay S returned 22,500 shares to the company, closing all direct ownership in the company (SEC Form 4)
$APLT
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Applied Therapeutics, Inc. [ APLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/03/2026 | D(1)(2) | 22,500 | D | (1)(2) | 42,500 | D | |||
| Common Stock | 02/03/2026 | U(1)(3) | 42,500 | D | (1)(3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $1.05 | 02/03/2026 | D | 20,460 | (4) | (4) | Common Stock | 20,460 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.05 | 02/03/2026 | D | 10,230 | (4) | (4) | Common Stock | 10,230 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.05 | 02/03/2026 | D | 16,500 | (4) | (4) | Common Stock | 16,500 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.05 | 02/03/2026 | D | 16,500 | (4) | (4) | Common Stock | 16,500 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.395 | 02/03/2026 | D | 200,000 | (4) | (4) | Common Stock | 200,000 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of December, 11, 2025, among the Issuer, Cycle Group Holdings Limited and AT2B, INC. ("Purchaser"), Purchaser completed a tender offer for shares of Issuer and thereafter merged with and into the Issuer (the "Merger"), effective as of January 28, 2026, with the Issuer surviving the Merger. At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and converted into the right to receive (i) $0.088 per share of common stock, net to the seller in cash, without interest (the "Closing Amount") plus (ii) one non-tradeable contingent value right, in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "Merger Consideration"). |
| 2. Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU (whether vested or unvested) was deemed to have vested and was cancelled and automatically converted into the right to receive the Merger Consideration. |
| 3. Pursuant to the Merger Agreement, each share of common stock tendered by the Reporting Person was tendered in exchange for the Merger Consideration. |
| 4. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of common stock (each a "Stock Option") that has a per share exercise price that equals or exceeds the Closing Amount as of immediately prior to the Effective time (each such Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time were cancelled for no consideration at the Effective Time. |
| /s/ Leslie D. Funtleyder, as attorney-in-fact | 02/03/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||