Lerner Teena 4
4 · Applied Therapeutics, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Applied Therapeutics (APLT) Director Teena Lerner Sells Shares in Merger
What Happened
Teena Lerner, a director of Applied Therapeutics (APLT), reported dispositions of a total of 393,053 shares and derivative awards in connection with the company’s merger. At the merger effective time (Jan 28, 2026) each outstanding common share was cancelled for $0.088 per share (net to the seller) plus one non-tradeable contingent value right (CVR). The cash received for the disposed securities is roughly $34,600; each disposed RSU/option was converted or cancelled under the Merger Agreement rather than sold on the open market.
Key Details
- Transaction date(s): Merger effective Jan 28, 2026; Form 4 filed Feb 3, 2026.
- Dispositions reported on the Form 4 (all 2026-02-03): 22,500 shares (common), 82,922 shares (change-of-control tender), plus 287,631 derivative units (various RSUs/options) — total 393,053.
- Per-share cash consideration: $0.088 net to seller; total cash ≈ $34,589. All holders also received one non-tradeable CVR per share as part of the Merger Consideration.
- Shares owned after transaction: Common stock holdings were cancelled/converted at the Effective Time (common shares reduced to zero; holder retains any CVRs per the Merger Agreement).
- Notable footnotes: RSUs (vested or unvested) were deemed vested and converted into Merger Consideration; certain out‑of‑the‑money options were vested prior to the Effective Time and any remaining out‑of‑the‑money options were cancelled for no consideration.
- Filing timeliness: Form filed Feb 3, 2026; merger effective Jan 28, 2026. (No timeliness flag provided in the supplied data.)
Context
These transactions were corporate-action-driven (merger/tender offer) conversions and cancellations rather than open-market sales. For retail investors, note that such dispositions reflect the terms of the Merger Agreement (cash + CVR per share) rather than a director actively selling stock in the market.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-03−22,500→ 82,922 total - Disposition from Tender
Common Stock
[F1][F3]2026-02-03−82,922→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-03−20,460→ 0 totalExercise: $1.05→ Common Stock (20,460 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-03−10,230→ 0 totalExercise: $1.05→ Common Stock (10,230 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-03−16,500→ 0 totalExercise: $1.05→ Common Stock (16,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-03−16,500→ 0 totalExercise: $1.05→ Common Stock (16,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-03−200,000→ 0 totalExercise: $0.40→ Common Stock (200,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-03−23,941→ 0 totalExercise: $4.70→ Common Stock (23,941 underlying)
Footnotes (4)
- [F1]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").
- [F2]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.
- [F3]Pursuant to the Merger Agreement, each share of common stock tendered by the Reporting Person was tendered in exchange for the Merger Consideration.
- [F4]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.