Applied Therapeutics, Inc. 8-K

What Happened
Applied Therapeutics, Inc. announced that the previously agreed merger closed on February 3, 2026. On that date the company (i) notified Nasdaq of the consummation of the merger and requested suspension of trading effective before the open on February 3, 2026 and (ii) asked Nasdaq to file a Form 25 to delist and deregister the company’s shares under Section 12(b). The company also stated it intends to file a Form 15 to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act. As a result of the merger, control changed: James Harrison (sole director of Purchaser) became the Company’s sole director and President, and Andrea Reiner became Secretary.

Key Details

• Merger closed: February 3, 2026; related Merger Agreement dated December 11, 2025.
• Nasdaq action requested: suspend trading effective before open on Feb 3, 2026 and submit Form 25 to delist/deregister the shares.
• Reporting: Company intends to file a Form 15 to terminate reporting obligations under Sections 13 and 15(d).
• Leadership and officer changes: Les Funtleyder, Teena Lerner, Jay S. Skylar and Stacy J. Kanter resigned as directors; Les Funtleyder, Evan Bailey, Dale Hooks, Constantine Chinoporos and Todd Baumgartner ceased as officers; James Harrison became sole director and President; Andrea Reiner became Secretary.
• Corporate governance: the company’s certificate of incorporation and bylaws were amended and restated effective at the merger closing.
• Related documents: a Contingent Value Rights (CVR) Agreement dated Feb 3, 2026 and an Unsecured Promissory Note dated Dec 11, 2025 (to Parent) are disclosed in the filing.

Why It Matters
This is a change of control and a structural exit from the Nasdaq market for Applied Therapeutics. Delisting and an expected Form 15 filing mean the shares will no longer trade on Nasdaq and the company will likely stop filing regular SEC reports — reducing public disclosure and potentially lowering liquidity and ease of trading for shareholders. The CVR referenced in the filing may provide contingent payments to former shareholders under terms disclosed by the buyer; investors should watch for communications about CVR procedures and any deadlines or payment terms. For next steps, affected shareholders should review the company’s and purchaser’s communications and the referenced documents (Merger Agreement, CVR agreement) for specifics.