Chinoporos Constantine 4
4 · Applied Therapeutics, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Applied Therapeutics COO Constantine Chinoporos Sells 1,057,111 Shares
What Happened
- Constantine Chinoporos, Applied Therapeutics' Chief Operating Officer and Chief Business Officer, reported a grant of 437,500 compensatory RSUs on 2025-12-19 and dispositions totaling 1,057,111 shares on 2026-02-03. The dispositions consist of 1,000,000 shares tendered to the issuer and 57,111 shares disposed in connection with the change in control (merger).
- Under the merger terms, each cancelled share was converted into $0.088 in cash plus one non-tradeable contingent value right (CVR). The 1,057,111 shares exchanged at $0.088 per share equate to roughly $93,000 in cash (plus the CVR). The 437,500 RSUs granted earlier were compensatory and, per the merger agreement, were deemed vested and converted into the same merger consideration.
Key Details
- Transaction dates: RSU grant 2025-12-19; dispositions 2026-02-03. Merger effective date: 2026-01-28 (per filing footnotes).
- Consideration: $0.088 cash per cancelled share plus one non-tradeable contingent value right (CVR) per share.
- Shares involved: 437,500 RSUs granted; 1,000,000 shares tendered to issuer; 57,111 shares disposed in change of control — total 1,057,111 shares tendered/converted.
- Reported cash received (approx.): $93,000 (1,057,111 × $0.088), plus CVRs.
- Holdings after transaction: filing notes an adjustment to total holdings to correct a prior overstatement (see footnote F2); specific post-transaction share total is adjusted per the filing.
- Notable footnotes: F1–F5 explain RSU terms, merger mechanics, conversion of RSUs into merger consideration, and correction of prior holdings. F3–F4 detail that all outstanding shares and RSUs were cancelled/converted at merger.
- Timeliness: The filing was made on 2026-02-03 and reports a grant dated 2025-12-19; the RSU grant appears to be reported after the typical 2-business-day Form 4 window (the filing discloses the late report).
Context
- These dispositions were part of a corporate change in control (tender offer and merger) and reflect conversion/cancellation of common stock and RSUs into the agreed merger consideration (cash + CVR). Such merger-related conversions are routine corporate actions and not the same signal as an open-market sale by an insider.
Insider Transaction Report
Form 4Exit
Chinoporos Constantine
See Remarks
Transactions
- Award
Common Stock
[F1][F2]2025-12-19+437,500→ 1,057,111 total - Disposition to Issuer
Common Stock
[F3][F4]2026-02-03−1,000,000→ 57,111 total - Disposition from Tender
Common Stock
[F3][F5]2026-02-03−57,111→ 0 total
Footnotes (5)
- [F1]Consists of compensatory Restricted Stock Units ("RSUs") granted under the Applied Therapeutics, Inc.'s 2019 Equity Incentive Plan. Each compensatory RSU represents a contingent right to receive one share of the Issuer's common stock. The compensatory RSUs shall vest in full upon the earlier of (i) the consummation of a Change in Control (as defined in the Plan) or (ii) June 19, 2026, in each case, subject to the Reporting Person continuing to provide services through each such date.
- [F2]The total holdings have been adjusted to correct an administrative error in prior Form 4s that resulted in the overstatement of the total holdings.
- [F3]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").
- [F4]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.
- [F5]Pursuant to the Merger Agreement, each share of common stock tendered by the Reporting Person was tendered in exchange for the Merger Consideration.
Signature
/s/ Leslie D. Funtleyder, as attorney-in-fact|2026-02-03