UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1319, ~~2023~~2024

RAIN ONCOLOGY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40356

82-1130967

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8000 Jarvis Avenue, Suite 204
Newark, California	94560
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 953-5559

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☒☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	RAIN	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 8.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

Agreement and Plan of Merger

On As previously reported, on December 13, 2023, Rain Oncology Inc. (the “Company” or “Rain”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pathos AI, Inc., a Delaware corporation (“Parent”), and WK Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides for, among other things, (i) the acquisition of the Company by Parent through a cash tender offer (the “Offer”) by Merger Sub for all of the Company’s outstanding shares of common stock (the “Common Stock”), for: (A) $1.16 per share of Common Stock ~~(the “Cash Consideration”)~~, and (B) one contingent value right (arepresenting ~~“CVR”)~~ the right to receive potential cash payments of up to approximately $0.17 per share ~~(together with the Cash Consideration, the “Offer Price”)~~ and (ii) following the completion of the Offer, the merger of Merger Sub with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned subsidiary of Parent. In connection with the Merger Agreement and the transactions contemplated thereby, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission on December 27, 2023, as amended on January 16, 2024 (together with any subsequent amendments and supplements thereto, the “Schedule 14D-9”).

~~The~~In connection with the proposed Merger, 15 demand letters have been sent to the Company’s ~~Board~~by ofpurported ~~Directors~~Company stockholders raising alleged disclosure deficiencies in the Schedule 14D-9 (collectively, the “~~Board~~Demand Letters”). The Company denies that it has ~~unanimously~~violated ~~approved~~any laws or breached any duties to the ~~Merger~~Company’s ~~and~~stockholders, denies all allegations in the ~~Merger~~Demand ~~Agreement~~ Letters, and ~~recommended~~believes that ~~the~~no ~~stockholders~~supplemental ofdisclosure to the Schedule ~~Company~~14D-9 ~~accept~~was ~~the~~or ~~Offer~~is ~~and~~required ~~tender~~under ~~their~~any ~~shares~~applicable oflaw, ~~Common~~rule ~~Stock~~or ~~pursuant~~regulation. However, solely to eliminate the ~~Offer.~~burden and expense of ~~Under~~potential ~~the~~litigation, ~~Merger~~to ~~Agreement~~moot plaintiffs’ disclosure claims, to avoid potential delay or disruption to the Merger ~~Sub~~and isto ~~required~~provide additional information to ~~commence~~the Company’s stockholders, the ~~Offer~~Company ~~within~~has ~~ten~~determined ~~business~~to ~~days~~voluntarily ~~following~~supplement ~~execution~~the ofSchedule 14D-9 with the ~~Merger~~below ~~Agreement~~disclosure. The ~~Offer~~Company ~~will~~believes ~~initially~~that ~~expire~~the atdisclosures ~~one~~set ~~minute~~forth ~~after~~in ~~11:59~~the pmSchedule ~~Eastern~~14D-9 ~~Time~~comply onfully with applicable law and nothing in the ~~date~~below ~~that~~supplemental isdisclosure 20shall ~~business~~be ~~days~~deemed ~~following~~an ~~the~~admission ~~commencement~~ of the ~~Offer,~~legal ~~subject~~necessity toor ~~extension~~materiality under ~~certain~~applicable ~~circumstances~~law of any of the disclosures set forth herein.

~~Pursuant to~~To the ~~terms~~extent ofthat ~~the~~information ~~Merger~~in ~~Agreement, at~~ the ~~effective~~below supplemental ~~time~~disclosure ofdiffers ~~the Merger (the “Effective Time”)~~from, byor ~~virtue of~~updates ~~the~~information ~~Merger~~contained ~~and~~in, ~~without any action on~~ the ~~part~~Schedule ~~of the holders~~14D-9, ~~(i) each outstanding share of Common Stock of~~ the ~~Company,~~information ~~other than any shares of Common Stock held~~ in the ~~treasury~~below ofsupplemental disclosure ~~the~~shall ~~Company~~supersede or ~~owned,~~supplement ~~directly or indirectly, by Parent or Merger Sub, or by any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, will be converted into~~ the ~~right~~information toin ~~receive~~ the ~~Offer Price;~~Schedule ~~(ii)~~14D-9. ~~each~~Except ~~option~~as tootherwise ~~purchase~~described ~~shares~~in ~~of Common Stock from~~ the ~~Company~~below ~~under the Company’s Amended and Restated 2018 Stock~~supplemental ~~Option/Stock~~disclosure ~~Issuance Plan~~ or ~~2021~~the ~~Equity~~documents ~~Incentive~~referred ~~Plan, pursuant~~ to ~~an inducement award~~, orcontained ~~otherwise (together, the “Company Stock Plans”) will be cancelled for no consideration; and (iii) each restricted stock unit settleable~~ in ~~shares~~or ofincorporated ~~Common Stock~~by ~~granted~~reference ~~under~~herein, the ~~Company~~Schedule ~~Stock Plans (each~~14D-9, athe ~~“Company~~annexes ~~RSU”) that is outstanding and unvested as of immediately prior~~ to the ~~Effective~~Schedule 14D-9 ~~Time will vest in full~~ and ~~will automatically be cancelled and converted into~~ the ~~right~~documents referred to, ~~receive (i)~~contained ~~an amount~~ in ~~cash~~or ~~equal~~incorporated toby ~~the~~reference ~~product~~in ~~of (A)~~ the ~~total~~Schedule ~~number~~14D-9 ofare ~~shares~~not ofotherwise ~~Common Stock then underlying such Company RSU multiplied by (B) the Cash Consideration~~modified, ~~without any interest thereon and subject to applicable withholding and (ii) one (1) CVR for each share~~supplemented ofor ~~Common Stock subject thereto~~amended.

~~Merger Sub’s~~Supplemental obligation to accept shares of Common Stock tendered in the Offer is subject to certain customary conditions, including: (i) that the number of shares of Common Stock validly tendered and not validly withdrawn in accordance with the terms of the Offer, together with any shares of Common Stock beneficially owned by Merger Sub or any affiliate of Merger Sub, equals at least one share more than 50% of all shares of Common Stock then outstanding; (ii) the Company Net Cash (as defined in the Merger Agreement) shall be at least $49,600,000 as of the Cash Determination Time (as defined in the Merger Agreement); (iii) the absence of any law that makes illegal the Offer or the Merger, prohibits or limits Parent’ ownership of the Company or its assets or imposes limitations on Parent’ rights of ownership of the Common Stock; (iv) other customary conditions for a transaction of this type, such as the absence of any legal restraint prohibiting the consummation of the Transactions and the absence of any Company Material Adverse Effect (as defined in the Merger Agreement); (v) compliance by the Company with its obligations, covenants and agreements under the Merger Agreement; (vi) the accuracy of representations and warranties made by the Company in the Merger Agreement, subject to customary thresholds and exceptions; and (vii) no termination of the Merger Agreement. The obligations of Parent and Merger Sub to consummate the Offer and the Merger under the Merger Agreement are not subject to a financing condition.Disclosure

~~Following the~~The ~~completion~~following ofinformation supplements the ~~Offer~~Schedule 14D-9, ~~upon the terms~~ and ~~conditions~~should ~~set~~be ~~forth~~read in ~~the~~conjunction ~~Merger Agreement and in accordance~~ with ~~Section 251(h) of~~ the ~~Delaware~~Schedule ~~General Corporation Law~~14D-9, ~~Merger~~which ~~Sub~~should ~~will~~be ~~merge~~read ~~with~~in ~~and~~its ~~into the Company~~entirety, ~~with~~including the ~~Company~~annexes ~~surviving as a wholly owned subsidiary~~thereto. ofAll ~~Parent.~~page ~~The~~references ~~Merger~~in ~~will~~the beinformation ~~effected~~below asare ~~soon~~references asto ~~practicable~~pages ~~following~~in the ~~time~~Schedule of14D-9, ~~purchase~~and bythe ~~Merger~~terms ~~Sub~~used ofbelow ~~shares~~have ofthe ~~Common Stock~~meanings ~~validly~~set ~~tendered~~forth ~~and not withdrawn~~ in the ~~Offer~~Schedule 14D-9.

1. The ~~Company,~~following ~~Parent~~disclosure amends and ~~Merger~~replaces ~~Sub~~the ~~have~~disclosures ~~each~~that ~~made~~previously ~~customary~~appeared ~~representations,~~in ~~warranties~~the ~~and~~first ~~covenants~~full inparagraph ~~the~~on ~~Merger~~page ~~Agreement~~8 of the Schedule 14D-9. The modified text is underlined (where added) and struck-through (where deleted) below:

~~The Merger~~“In ~~Agreement~~the ~~contains~~event ~~customary~~that ~~termination~~(i) ~~rights~~the amounts deducted from the $5,000,000 reserved for ~~both~~the ~~Parent~~Cash ~~and~~CVR ~~Merger~~Payment ~~Sub~~exceed $5,000,000 onin the ~~one hand~~aggregate, holders of the CVRs will not receive any Cash CVR Payments and (ii) (A) a Disposition of CVR Products does not occur within the ~~Company~~Disposition Period, onand (B) the ~~other~~Development Milestone ~~hand.~~is Ifnot achieved within the ~~Merger~~Development ~~Agreement~~Milestone isPeriod, ~~terminated~~holders ~~under~~of ~~certain~~the CVRs will not receive any Development CVR Payments. In such circumstances, no ~~specified~~amounts may be payable at all in respect of the ~~Merger~~CVR Agreement. inThe ~~connection~~date ~~with~~on awhich ~~change~~the inDevelopment Milestone Period expires is the ~~Board’s~~“Development CVR ~~recommendation~~Payment ~~regarding~~Expiration Date;” provided, that to the ~~Merger~~extent a Disposition of certain CVR Products takes place during the Disposition Period or the ~~transactions~~Development ~~contemplated~~Milestone byis achieved during the ~~Merger~~Development ~~Agreement~~Milestone Period, or the ~~Company’s entry~~Development ~~into~~CVR anPayment ~~agreement~~Expiration ~~with~~Date ~~respect~~(in the tocase of a ~~superior proposal~~Disposition, solely as it relates to the ~~Company~~CVR ~~will~~Products bein ~~required~~such toDisposition) ~~pay~~shall ~~Parent~~be athe ~~termination~~earlier ~~fee~~to occur of ~~$1,500,000~~ ten (10) years following the ~~“Termination~~Effective ~~Fee”).~~Time Ifand the ~~Merger~~mailing ~~Agreement~~by isthe ~~terminated~~Rights byAgent ~~Parent~~to ~~due~~the address of each CVR Holder of all potential contingent payments (if any) required to abe ~~shortfall~~paid inunder the ~~Company Net~~terms ~~Cash~~of atthe ~~closing~~CVR Agreement. As discussed in “—Opinion of Leerink Partners LLC,” given the ~~Company~~speculative ~~shall~~and ~~reimburse~~contingent ~~Parent~~nature upof the Development CVR Payment payable pursuant to $1the CVR Agreement,~~000,000~~ ofRain ~~its~~management ~~out-~~directed Leerink Partners to ascribe no value to the Development CVR Payment for purposes of~~-pocket~~ ~~fees~~Leerink ~~and~~Partners’ ~~expenses~~fairness opinion.”

2. The ~~foregoing~~following ~~description~~disclosure ofamends ~~the~~and ~~Merger~~replaces ~~Agreement~~the ~~does~~disclosures ~~not~~that ~~purport~~previously toappeared bein ~~complete~~the ~~and~~second isfull ~~qualified~~paragraph inon ~~its~~page ~~entirety~~9 byof ~~reference to~~ the ~~Merger~~Schedule ~~Agreement,~~14D-9. aThe ~~copy~~modified oftext ~~which~~ is ~~filed~~underlined as(where ~~Exhibit~~added) ~~2.1 hereto~~ and isstruck-through ~~incorporated~~(where ~~herein~~deleted) ~~by reference.~~below:

~~The Merger~~“With Agreement has been included as Exhibit 2.1 in this Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the ~~Company,~~consent Parent, Merger Sub or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by the Company, on the one hand, and Parent and Merger Sub, on the other hand, made solely for the benefit of the ~~other~~Advisory ~~parties to the Merger Agreement. The assertions embodied in those representations~~Group ~~and~~(as ~~warranties~~defined ~~are subject to qualifications and limitations agreed to by the respective parties~~ in ~~negotiating~~ the ~~terms~~CVR ~~of the Merger~~ Agreement), ~~including~~which ~~information~~consists ~~in confidential disclosure schedules delivered in connection with the signing~~ of ~~the~~Avanish ~~Merger Agreement. Moreover~~Vellanki, ~~certain~~Rain’s ~~representations~~Chief ~~and~~Executive ~~warranties~~Officer inand ~~the Merger Agreement were made as of~~ a ~~specified date, may be subject to a contractual~~ ~~standard~~Rain ofstockholder ~~materiality~~certain ~~different~~CVR ~~from~~Holders ~~what~~who ~~might~~havehas beentered ~~viewed~~into asan ~~material~~engagement toagreement ~~investors, or may have been used for the purpose of allocating~~with ~~risk between~~ the ~~Company~~Representative, ~~on the one hand~~Parent, ~~and Parent and~~ Merger Sub, ~~on the other hand, rather than establishing matters as facts. Accordingly, the representations~~ and ~~warranties in~~ the ~~Merger~~Representative ~~Agreement~~may ~~should~~amend ~~not be relied on by any persons as characterizations of~~ the ~~actual state~~CVR ~~of facts about the Company~~Agreement, ~~Parent,~~even ~~Merger~~if ~~Sub~~such orchange ~~their~~is ~~respective~~materially ~~subsidiaries or affiliates at the time they were made or otherwise.~~adverse Into ~~addition, information concerning~~ the ~~subject~~interests ~~matter~~ of the ~~representations~~CVR ~~and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures~~Holders.”

~~Commitment~~3. The ~~Letter~~following disclosure amends and replaces the disclosures that previously appeared in the second full paragraph on page 17 of the Schedule 14D-9. The modified text is underlined (where added) and struck-through (where deleted) below:

~~Concurrently with~~“On ~~the~~June ~~execution~~11, 2023, at a meeting of the Rain ~~Merger Agreement~~Board, analso ~~affiliate~~attended ofby ~~Parent~~Rain ~~(the~~management ~~“Investor”)~~and ~~delivered~~outside tocounsel for the Company from Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), athe ~~duly~~Rain ~~executed~~Board ~~Commitment~~approved ~~Letter~~the ~~with~~formation ~~Parent~~of ~~and~~a ~~Merger~~transaction ~~Sub~~committee (the “~~Commitment~~Transaction ~~Letter~~Committee”), ~~dated~~that ascomprised of ~~the~~Mr. ~~date~~Vellanki and ofindependent ~~the~~directors ~~Merger~~Franklin ~~Agreement~~Berger, in ~~respect~~Peter ofRadovich ~~funding~~and Stefani Wolf. The Transaction Committee was formed in order to ~~Parent~~allow for a ~~portion~~more expedient process and engagement with a subset of the ~~Cash~~Rain ~~Consideration~~Board and ~~certain~~was ~~other~~not ~~cash~~formed ~~amounts~~due to any actual or perceived conflict of interest. ~~Subject~~The toTransaction ~~certain~~Committee ~~terms~~was ~~and~~not ~~conditions~~formed as a formal subcommittee of the ~~Commitment~~Rain ~~Letter~~Board, was not formally delegated any powers of the ~~Investor~~Rain ~~will~~Board ~~contribute~~and its members were not paid any compensation specifically in consideration of their service on the Transaction Committee. toThe ~~Parent,~~Rain atBoard ordiscussed ~~prior~~and agreed that the Transaction Committee would meet regularly to review and evaluate management updates and progress against the ~~Acceptance~~strategic ~~Time,~~paths andiscussed ~~aggregate~~above ~~amount~~and ofwould ~~$25~~provide updates to the full Rain Board,~~000~~ as appropriate. Additionally,~~000,~~ the toRain beBoard ~~used~~discussed byTang ~~Parent~~Capital’s ~~solely~~equity toownership, ~~fund~~its ~~the~~potential ~~aggregate Cash~~impact ~~Consideration~~on the Company, and ~~any~~the ~~other~~likely ~~cash~~potential ~~amounts~~objectives of toTang beCapital. ~~paid~~For ateach meeting of the ~~closing~~Rain ~~pursuant~~Board toor Transaction Committee detailed below, ~~and~~Gibson Dunn was in ~~accordance~~attendance ~~with,~~and the ~~terms~~potential transactions ~~set~~were ~~forth~~discussed in the ~~Merger~~ ~~Agreement~~context of the Rain Board’s fiduciary duties to stockholders.”

~~Support~~4. The ~~Agreement~~following disclosure amends and replaces the disclosures that previously appeared in the second sentence of the fourth full paragraph on page 24 of the Schedule 14D-9. The modified text is underlined (where added) and struck-through (where deleted) below:

~~Concurrently with~~“On ~~the~~November ~~execution~~7, ~~of the Merger Agreement~~2023, ~~certain~~Rain ~~beneficial~~executed ~~owners~~a ofconfidentiality ~~Company Common Stock~~agreement, including ~~Boxer~~a ~~Capital,~~standstill ~~BVF~~provision ~~Partners~~ and ~~Avanish~~a ~~Vellanki,~~provision ~~entered~~that ~~into~~terminates ~~Support Agreements (~~the ~~“Support~~standstill ~~Agreements”)~~upon ~~with~~Rain’s ~~Parent~~public ~~and~~announcement ~~Merger Sub pursuant to which such parties agreed, among other things, to irrevocably tender the shares~~ of ~~Common~~its ~~Stock~~entry into ~~held~~a bychange ~~them and certain~~ of ~~their~~control ~~affiliates in the Offer~~transaction, ~~upon~~with ~~the~~Concentra ~~terms~~ and ~~subject~~invited torepresentatives ~~the conditions~~ of ~~such~~Concentra ~~agreements. The shares of Common Stock subject~~ to the Support Agreements comprise approximately 44% of the outstanding shares of Common Stock. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement or if the Company’s ~~Board of Directors votes to~~confidential ~~approve~~data ~~a superior proposal~~room.”

~~Contingent Value~~Cautionary ~~Rights~~Note ~~Agreement~~Regarding Forward-Looking Statements

AtThis communication orcontains ~~prior~~forward-looking tostatements ~~the~~related ~~Effective~~to ~~Time,~~Rain ~~Parent~~Oncology ~~and~~Inc. ~~Merger~~(the ~~Sub~~“Company”) ~~expect~~and tothe ~~enter~~acquisition ~~into~~of athe ~~Contingent~~Company ~~Value~~by ~~Rights~~Pathos AI, ~~Agreement~~Inc. (~~the~~ “~~CVR Agreement~~Parent”), ~~with~~including aexpress ~~rights~~or ~~agent~~implied forward-looking statements about the Company’s products and athe ~~representative,~~future operations ~~agent~~and performance of the Company and ~~attorney~~Parent. inThese forward-~~fact~~looking ofstatements are within the ~~holders~~meaning of ~~CVRs~~U.S. ~~Each~~federal ~~CVR will~~securities ~~represent~~laws, aincluding, ~~contractual~~without ~~right~~limitation, tostatements ~~receive~~regarding athe ~~holder’s~~anticipated ~~portion~~timing of ~~multiple~~and ~~contingent~~closing ~~aggregate~~of ~~cash~~the ~~payments~~proposed asOffer, ~~follows:~~Merger ~~(a)~~and arelated ~~payment~~transactions ~~equal~~contemplated toby ~~(i)~~the ~~any~~Merger ~~excess~~Agreement ~~cash~~(collectively ~~held~~referred byto as the ~~Company~~“transactions”). atThe ~~the~~words ~~closing~~“estimates,” “expects,” of“continues,” ~~the~~“intends,” ~~Merger~~“plans,” ~~above~~“anticipates,” ~~$49~~“targets,~~600~~” “may,~~000~~” ~~(the~~“will,” “~~Excess~~would,” “could,” “should,” “potential,” “goal,” ~~Cash~~and ~~Adjustment~~“effort”) and similar expressions are intended to identify forward-looking statements, ~~plus~~although ~~(ii)~~not ~~(A)~~all $5forward-looking statements contain these identifying words. These statements are based on current plans,~~000~~ estimates and projections. By their very nature,~~000~~ forward-looking statements involve inherent risks and uncertainties, ~~minus~~both ~~(B)~~general ~~any~~and ~~damages~~specific. orThe ~~losses~~Company cautions that a number of important factors, ~~judgments~~including those described in this communication, ~~settlements~~could ~~and~~cause actual results to differ materially from those contemplated ~~out~~in any forward-oflooking statements. Any forward-~~pocket~~looking ~~costs~~statements in this communication are based on management’s current expectations and ~~expenses~~beliefs ~~incurred~~and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by ~~Pathos~~any ~~post~~forward-~~closing~~looking ~~related~~statements contained in this communication, including, without limitation, the impact of actions of other parties with respect to the transactions; the possibility that competing offers will be made; the outcome of any legal ~~proceeding~~proceedings ~~against~~that have been or ~~involving~~could ~~Rain~~be ~~and~~instituted against the Company or its directors; ~~and/~~the potential impact of the Demand Letters or ~~officers~~potential litigation on the timing of the transactions; the risk that isthe ~~either~~transactions ~~(1)~~may ~~included~~not be completed in a timely manner, or at all, which may adversely affect the ~~definition~~Company’s business and the price of ~~Litigation~~its ~~Matters~~common ~~set~~stock; ~~forth~~the infailure to satisfy all of the closing conditions of the transactions contemplated by the Merger Agreement; ~~or (2)~~the ~~otherwise~~occurrence ~~existing~~of asthe events or achievement of the ~~date~~milestones ofgiving rise to payments under the ~~Merger~~CVR Agreement; the occurrence of any event, change or ~~arising~~other ~~following~~circumstance that could give rise to the ~~date~~termination of the Merger Agreement; ~~and~~the ~~prior~~effect toof the ~~first~~ ~~anniversary~~announcement or pendency of the ~~closing~~transactions on of the ~~Merger~~Company’s business, ~~minus~~and ~~(C)~~operating ~~any~~results; ~~shortfall~~risks ofthat ~~Rain~~the transactions may disrupt the Company’s ~~cash~~current atplans and business operations; risks related to the ~~closing~~diverting of management’s attention from the ~~Merger below~~Company’s ~~$49,600,000~~ongoing ~~(any~~business operations; ~~such~~general ~~payment~~economic inand ~~accordance~~market ~~with~~conditions and the ~~criteria~~other ~~set~~risks ~~forth~~identified in ~~this~~the ~~clause~~Company’s ~~(a),~~filings awith ~~“Cash~~the ~~CVR Payment”);~~U.S. Securities and Exchange Commission (b“SEC”), aincluding ~~payment~~its ~~equal~~most torecent ~~either~~Annual ~~(i)~~Report ~~80%~~on ofForm ~~certain~~10-K ~~net~~for ~~proceeds~~the ~~payable~~year ended December 31, if2022, filed ~~any~~with the SEC on March 9, ~~from~~2023 and subsequent filings with the SEC. Should any ~~sale,~~risks ~~transfer or~~and ~~disposition~~uncertainties ~~(each~~develop into actual events, these adevelopments ~~“Disposition”)~~could ~~occurs~~have ~~within~~a ~~two~~material ~~years~~adverse ofeffect on the ~~closing~~transactions ~~date~~and/or of the ~~Merger~~Company (and the Company’s ability to successfully ~~“Disposition~~complete ~~Period”)~~the oftransactions and, with respect to any orCVR ~~all~~payment ~~rights~~amounts, the consideration ultimately paid to ~~milademetan,~~Company stockholders (including whether any ~~form~~payments orwill ~~formulation~~be ~~thereof~~payable at all). In addition, ~~and any~~unlisted ~~improvement~~factors ormay ~~enhancement~~present ~~thereof,~~significant ~~subject~~additional obstacles to ~~certain~~the ~~further~~realization ~~uses~~of orforward-looking ~~modifications~~statements. ~~(collectively,~~The ~~the~~Company ~~“CVR~~cautions investors not to place undue reliance on any forward-looking ~~Products”)~~statements. orAny ~~(ii)~~forward-looking ~~$1,000,000,~~statements ifcontained in this communication represent the ~~dosing~~Company’s views only as of the ~~first~~date ~~patient~~hereof and ~~with~~should anot ~~CVR~~be ~~Product~~relied inupon aas ~~clinical~~representing ~~study~~its ~~conducted~~views ~~by Pathos~~as of any subsequent date. The Company disclaims any obligation to publicly update or revise any ofsuch ~~its~~statements ~~affiliates~~to reflect any change in expectations or in events, ~~including~~conditions ~~the~~or ~~Company~~circumstances ~~(after~~on ~~the~~which ~~Merger)~~any ~~(the~~such ~~“Development~~statements may ~~Milestone”)~~be based, is ~~achieved~~or ~~prior~~that tomay affect the ~~five-year~~likelihood ~~anniversary~~that ofactual ~~the~~results ~~closing~~will ~~date~~differ offrom ~~the~~those ~~Merger~~set (forth in the ~~“Development~~forward-looking ~~Milestone Period”)~~statements.

~~The Cash~~Additional ~~CVR Payment shall be paid to CVR holders in two installments as follows: (1) the first installment, which consists solely of the~~Information ~~Excess Cash Adjustment, within 30 days following the determination of the Excess Cash Adjustment (if applicable),~~ and ~~(2)~~Where the second installment within 30 days following the later of (x) the final and nonappealable resolution of any Rain Litigation and (y) the first anniversary of the closing date of the Merger. In the event that (i) a Disposition of CVR Products does not occur within the Disposition Period, (ii) the Development Milestone is not achieved within the Development Milestone Period, and (iii) the amount of out-of-pocket costs and expenses incurred by Parent post-closing related to ~~any~~Find ~~Rain Litigation is greater than the sum of (a) $5,000,000 plus (b) any Excess Cash Adjustment, holders of the CVRs will not receive any payment pursuant to the CVR Agreement.~~It

~~The~~This communication ~~CVR~~is ~~has~~for informational purposes only and is neither an offer to purchase nor a ~~term~~solicitation of ~~ten~~an ~~years~~offer ~~unless~~to ~~terminated~~sell ~~earlier~~shares, ~~pursuant~~nor tois it a substitute for the ~~terms~~tender offer materials that Parent and ~~conditions~~its ofsubsidiary ~~the~~have ~~CVR~~filed ~~Agreement~~with the SEC. ~~During~~At the ~~Disposition~~ ~~Period,~~time ~~Merger~~the ~~Sub~~tender ~~shall~~offer was commenced, Parent and ~~shall~~its ~~cause~~subsidiary ~~its~~filed ~~subsidiaries,~~tender ~~licensees~~offer ~~and~~materials ~~rights~~on ~~transferees~~Schedule toTO, ~~use~~and, ~~commercially reasonable~~thereafter, ~~efforts~~the toCompany ~~either~~filed ~~enter~~a ~~into~~Solicitation/Recommendation ~~one~~Statement on orSchedule ~~more~~14D-9 ~~disposition~~with ~~agreements~~the orSEC towith ~~achieve~~respect to the ~~Development~~tender ~~Milestone~~offer.

~~The right~~THE toTENDER ~~the~~OFFER ~~contingent~~MATERIALS (INCLUDING ~~payments~~AN ~~contemplated~~OFFER byTO ~~the CVR Agreement is a contractual right only and will not be transferable~~PURCHASE, ~~except in~~A ~~the~~RELATED ~~limited~~LETTER ~~circumstances~~OF ~~specified~~TRANSMITTAL inAND ~~the~~CERTAIN ~~CVR~~OTHER ~~Agreement.~~TENDER ~~The~~OFFER ~~CVRs~~DOCUMENTS) ~~will~~AND ~~not~~THE ~~be evidenced by a certificate or any other instrument~~SOLICITATION/RECOMMENDATION ~~and~~STATEMENT ~~will~~CONTAIN ~~not~~IMPORTANT ~~be registered with the SEC~~INFORMATION. ~~The~~HOLDERS ~~CVRs~~OF ~~will~~SHARES ~~not~~OF ~~have~~THE ~~any~~COMPANY’S ~~voting~~COMMON orSTOCK ~~dividend~~ARE ~~rights~~URGED ~~and~~TO ~~will~~READ ~~not~~THESE ~~represent~~DOCUMENTS ~~any equity or~~CAREFULLY ~~ownership interest in the Company or any of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs. In the event that~~ (i)AS aEACH ~~Disposition~~MAY ofBE ~~CVR~~AMENDED ~~Products~~OR ~~does~~SUPPLEMENTED ~~not~~FROM ~~occur~~TIME ~~within~~TO ~~the Disposition Period or (ii~~TIME) ~~the~~BECAUSE ~~Development~~THEY ~~Milestone is~~CONTAIN ~~not~~IMPORTANT ~~achieved,~~INFORMATION ~~and~~THAT noHOLDERS ~~other~~OF ~~contingent~~SHARES ~~payment~~OF ~~condition~~THE ~~is achieved pursuant to the CVR Agreement, including the Cash CVR~~COMPANY’S ~~Payment,~~COMMON ~~holders~~STOCK ofSHOULD ~~the~~CONSIDER ~~CVRs~~BEFORE ~~will~~MAKING ~~not~~ANY ~~receive~~DECISION ~~any~~REGARDING ~~payment~~TENDERING ~~pursuant~~THEIR ~~to the CVR Agreement~~SHARES.

The Offer to Purchase, ~~form~~the related Letter of ~~CVR~~Transmittal ~~Agreement~~and iscertain ~~included~~other ~~herein~~tender offer documents, as ~~Exhibit~~well Cas the Solicitation/Recommendation Statement, have been made available to ~~Exhibit~~all ~~2.1~~holders ~~attached~~of ~~hereto~~shares ~~and~~of isthe ~~incorporated~~Company’s ~~herein~~common bystock ~~reference~~at no expense to them. The ~~foregoing description~~tender ofoffer materials and the ~~CVR~~Solicitation/Recommendation ~~Agreement~~Statement isare ~~qualified~~available infor ~~its~~free ~~entirety~~at the SEC’s website at www.sec.gov or by ~~reference~~accessing tothe Investor Relations section of the ~~full~~Company’s ~~text~~website ~~thereof~~at https://investors.rainoncology.com/.

~~Item 7.01. Regulation FD Disclosure.~~ SIGNATURES

~~On December~~Pursuant ~~13,~~to ~~2023,~~ the ~~Company~~requirements ~~issued~~of athe ~~press~~Securities ~~release~~Exchange ~~announcing~~Act ~~the~~of ~~Merger Agreement~~1934, athe registrant ~~copy~~has ofduly ~~which~~caused isthis ~~attached~~report ~~hereto~~to asbe ~~Exhibit 99.1~~signed ~~and~~on ~~incorporated~~its behalf by ~~reference~~the ~~herein~~undersigned hereunto duly authorized.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

	RAIN ONCOLOGY INC.

Date: January 19, 2024	By:	/s/ Avanish Vellanki
		Avanish Vellanki
		Chairman and Chief Executive Officer

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements related to Rain Oncology Inc. (the “Company”) and the acquisition of the Company by Pathos AI, Inc. (“Parent”), including express or implied forward-looking statements about the Company’s products and the future operations and performance of the Company and Parent. These forward-looking statements are within the meaning of U.S. federal securities laws, including, without limitation, statements regarding the anticipated timing of and closing of the proposed Offer, Merger and related transactions contemplated by the Merger Agreement (collectively referred to as the “transactions”). The words “estimates,” “expects,” “continues,” “intends,” “plans,” “anticipates,” “targets,” “may,” “will,” “would,” “could,” “should,” “potential,” “goal,” and “effort” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. The Company cautions that a number of important factors, including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking statements. Any forward-looking statements in this communication are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this communication, including, without limitation, the impact of actions of other parties with respect to the transactions; the possibility that competing offers will be made; the outcome of any legal proceedings that have been or could be instituted against the Company or its directors; the risk that the transactions may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock; the failure to satisfy all of the closing conditions of the transactions contemplated by the Merger Agreement; the occurrence of the events or achievement of the milestones giving rise to payments under the CVR Agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effect of the announcement or pendency of the transactions on the Company’s business, and operating results; risks that the transactions may disrupt the Company’s current plans and business operations; risks related to the diverting of management’s attention from the Company’s ongoing business operations; general economic and market conditions and the other risks identified in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 9, 2023 and subsequent filings with the SEC. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the transactions and/or the Company and the Company’s ability to successfully complete the transactions and, with respect to any CVR payment amounts, the consideration ultimately paid to Company stockholders (and whether any payments will be payable at all). In addition, unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements. Any forward-looking statements contained in this communication represent the Company’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Additional Information and Where to Find It

The tender offer for the outstanding shares of the Company referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that Parent and its subsidiary will file with the SEC. At the time the tender offer is commenced, Parent and its subsidiary will file tender offer materials on Schedule TO, and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.

The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of the Company’s common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website at https://investors.rainoncology.com/.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger between the Company, Parent and Merger Sub, dated December 13, 2023.
99.1		Press Release of the Company, dated December 13, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RAIN ONCOLOGY INC.
Date: December 13, 2023	By:	/s/ Avanish Vellanki
		Avanish Vellanki
		Chairman and Chief Executive Officer

Filing Compare · Rain Oncology Inc.