Repare Therapeutics Inc. 8-K

What Happened
Repare Therapeutics Inc. (RPTX) filed an 8-K reporting the closing of a transaction on January 28, 2026. At closing, each shareholder received a cash payment of approximately US$2.20 per common share (amount based on the company’s cash balance immediately before closing after certain deductions) and one non-transferable contingent value right (CVR). The CVR terms are governed by a CVR Agreement dated January 28, 2026 and incorporated by reference to the previously filed purchase agreement. The company also issued a press release announcing the closing (Exhibit 99.1).

Key Details

• Closing date: January 28, 2026.
• Cash consideration: approximately US$2.20 per common share (determined based on pre-closing cash less transaction costs, outstanding liabilities, and a Xeno transaction fee).
• CVRs: each common share received one non-transferable CVR, entitling holders to a pro rata portion of any future payments under the CVR Agreement (Broadridge is listed as rights agent).
• Change in control and governance: all Repare directors resigned at the effective time; Jon Adkins (formerly sole director and officer of the purchaser) became the sole director and is expected to become the sole officer of the surviving company.

Why It Matters
This filing confirms a completed change of control: shareholders were paid cash and received CVRs that could provide future contingent value. Governance of the company has been fully replaced, which may affect how remaining operations or wind‑down activities are handled. Retail investors should review the CVR Agreement (incorporated by reference to the prior Form 8-K/Exhibit 2.1) and the company’s press release for details on CVR payout conditions, timelines, and any implications for listing status or remaining shareholder rights.