Repare Therapeutics Inc. 8-K

What Happened

• Repare Therapeutics announced that on December 23, 2025 it entered an Asset Purchase Agreement with Gilead Sciences under which Gilead acquired the assets primarily related to the Company’s RP-3467 program (in clinical development for advanced solid tumors). The transaction was approved by Repare’s board and closed on the same date.
• Gilead will pay up to $30,000,000 in cash: a $22,000,000 payment due no later than December 31, 2025, a holdback of up to $3,000,000 potentially payable after one year, and a $5,000,000 transfer completion payment due upon successful completion of the transfer plan. Gilead assumed certain transferred contract liabilities; other assets (including RP-1664, lunresertib/camonsertib, employee contracts, cash, receivables, real property and equipment) were not sold.
• The Company and New York University executed a Consent to Assignment effective at closing, allowing Repare to assign the NYU license to Gilead in exchange for a one-time $250,000 payment.
• The filing notes Repare previously entered an arrangement agreement (Nov 14, 2025) under which XenoTherapeutics (via Xeno Acquisition Corp.) has agreed to acquire Repare; the cash consideration to Repare shareholders at that closing will depend on the Company’s closing cash balance — which will be affected by proceeds from the Gilead transaction.

Key Details

• Transaction date and approval: Asset Purchase Agreement signed and closed Dec 23, 2025; approved by Repare’s board.
• Consideration: Up to $30,000,000 total — $22,000,000 upfront (due by Dec 31, 2025), up to $3,000,000 holdback, $5,000,000 transfer completion payment.
• Assets moved: RP-3467 program and related assets transferred; RP-1664, lunresertib/camonsertib and other company assets retained.
• NYU consent: License assignment to Gilead approved for a $250,000 payment to Repare.

Why It Matters

• This sale monetizes Repare’s RP-3467 program and provides near-term cash (the $22M upfront payment) plus potential additional amounts, improving the company’s cash position.
• Proceeds from the Gilead transaction will affect the cash balance that determines the per-share cash consideration in the previously announced Xeno acquisition agreement — directly relevant to Repare shareholders.
• Repare retains its other development programs and core assets, so the deal narrows the company’s focus while transferring RP-3467 to a larger oncology company.
• The agreement includes customary covenants, confidentiality obligations and indemnity caps/limits; holdbacks and indemnity arrangements mean some payment amounts are contingent or limited by contract terms.