Applied Therapeutics, Inc. (NASDAQ:APLT) (the "Company" or "Applied"), a clinical-stage biopharmaceutical company dedicated to creating transformative treatments for rare diseases, today released the following letter to stockholders regarding the pending tender offer by AT2B, Inc. ("Purchaser"), an indirect wholly owned subsidiary of Cycle Group Holdings Limited ("Cycle").
January 29, 2026
Dear Applied Therapeutics Stockholders,
As announced on December 11, 2025, we entered into a definitive agreement (the "Merger Agreement") with Cycle, a United Kingdom-based company focused on rare genetic conditions in metabolic, immunology, urology and oncology, for Cycle to acquire the Company.
On January 29, 2026, Cycle announced that Purchaser has further extended the expiration date of its tender offer to purchase all of the outstanding shares of common stock, par value $0.0001 per share of the Company (the "Offer") for (i) $0.088 per share, net to the seller in cash, without interest, plus (ii) one non-tradeable contingent value right per share (the "Offer Price") until one minute following 11:59 p.m. Eastern Time on January 29, 2026 (the "Expiration Time").
Our Board of Directors of the Company (the "Company Board"), including myself, remains fully committed to advancing govorestat, a potentially life-changing therapy for patients with Classic Galactosemia, CMT-SORD, and PMM2-CDG—three rare diseases with no FDA-approved treatments today. In pursuit of this mission, we have focused on exploring strategic alternatives to maximize value for our stockholders. After careful consideration, we believe that this merger represents the best path forward, aligning with our strategic efforts and bringing this important therapy closer to the patients who need it.
If less than the requisite percentage of the outstanding common shares of the Company are tendered, the Offer cannot be completed at the Expiration Time. If a sufficient number of shares are not tendered and the Offer cannot be completed, your investment may be exposed to significant risks, including the following:
- Liquidation and Dissolution – if the Offer is not completed and the transaction with Cycle is terminated, the Company will likely pursue a wind-down of its operations or liquidation and the Company's stockholders are not expected to receive any proceeds. The Company Board determined that the Offer Price is more favorable to the Company's stockholders than the value expected to result from any other alternatives available to the Company, including a wind down proceeding. For more information please see the section titled "Reasons for the Recommendation of the Board" under Item 4 of the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by the Company with the U.S. Securities and Exchange Commission on December 29, 2025, as amended on January 28, 2026 (as it may be amended or supplemented from time to time, the "Schedule 14D-9");
- Acceleration of Obligations Under Promissory Note – Cycle issued a promissory note to the Company (the "Promissory Note") pursuant to which Cycle has advanced an aggregate of $8.5 million to the Company, bearing interest at a fixed rate equal to 24.0% per annum, with default interest of an additional 5.0% payable on demand during an event of default, and all outstanding amounts under the Promissory Note will immediately become due and payable if the Merger Agreement is terminated, which the Company will not be able to repay. If the Company fails to repay the Promissory Note when due, Cycle will be entitled to pursue all available remedies as an unsecured creditor under the Promissory Note;
- Lack of Strategic Alternatives – prior to entering into the Merger Agreement with Cycle, the Company contacted numerous potential counterparties, and the Company Board, after a thorough review of possible alternative strategic alternatives reasonably available to the Company determined that the Offer and the transaction with Cycle represent the Company's best reasonably available prospect for maximizing stockholder value. The Company has not received a proposal for an alternative strategic transaction since the Company signed the Merger Agreement with Cycle on December 11, 2025. The Company Board continues to recommend that stockholders tender their shares to Purchaser pursuant to the Offer. For more information, please see the section titled "Background of the Offer" under Item 4 of the Schedule 14D-9; and
- Share Price Decline – if the Offer is not consummated, the trading price of the Company's shares may decline, particularly to the extent the current market price reflects investor expectations that the Offer will be completed. There can be no assurance that the shares would recover or trade at levels comparable to the Offer consideration.
As such, I would like to reiterate the Company Board's unanimous recommendation that stockholders should tender their shares to Purchaser pursuant to the Offer. The Company would like to remind stockholders to tender their shares prior to the Expiration Time and has included instructions on how to tender shares below.
Applied stockholders who have previously tendered their shares do not need to re-tender their shares or take any other action as a result of the extension of the Offer.