RAPT Therapeutics, Inc. 8-K

What Happened

• RAPT Therapeutics, Inc. filed a Current Report on Form 8-K on March 3, 2026 reporting the completion of a merger under an Agreement and Plan of Merger dated January 19, 2026 among RAPT Therapeutics, GlaxoSmithKline LLC, Redrose Acquisition Co. and (for a limited purpose) GSK plc.
• The filing reports related corporate actions at the Effective Time of the merger: RAPT’s certificate of incorporation and bylaws were each amended and restated (filed as Exhibits 3.1 and 3.2). The 8‑K also notifies investors of changes in control and director/officer departures and includes a notice regarding delisting or failure to satisfy a continued listing rule.

Key Details

• 8‑K filed: March 3, 2026.
• Merger Agreement dated: January 19, 2026 (Exhibit 2.1, incorporated by reference to RAPT’s Jan 20, 2026 8‑K).
• Governance documents: Second Amended and Restated Certificate of Incorporation (Exhibit 3.1) and Second Amended and Restated Bylaws (Exhibit 3.2) filed with the 8‑K.
• Reported items include completion of acquisition (Item 2.01), notice of delisting (Item 3.01), material modification to holder rights (Item 3.03), change in control (Item 5.01), director/officer departures (Item 5.02), and amendments to charter/bylaws (Item 5.03).

Why It Matters

• This filing confirms a completed change in control of RAPT tied to the GSK transaction and formalizes governance changes; amended charter/bylaws can affect shareholder rights and company governance going forward.
• The delisting notice signals that RAPT’s securities may be removed from an exchange or otherwise impacted by the transaction—shareholders should monitor official communications for details on trading status and any transaction consideration.
• Investors should review the Merger Agreement (Exhibit 2.1 referenced) and the amended certificate/bylaws (Exs. 3.1 & 3.2) in the 8‑K and monitor subsequent SEC filings and company notices for specifics on consideration, timing, and next steps.