UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
APPLIED THERAPEUTICS, INC.
(Name of Subject Company (Issuer))
AT2B, INC.
(Offeror)
An indirect wholly owned subsidiary of
CYCLE GROUP HOLDINGS LIMITED
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, $0.0001 Par Value Per Share
(Title of Class of Securities)
03828A101
(Cusip Number of Class of Securities)
James Harrison
Andrea Reiner
Broers Building
21 JJ Thomson Ave
Cambridge, CB3 0FA
United Kingdom
Telephone: +44 (0) 1223 354118
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Michael R. Patrone
Amanda J. Gill
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
Telephone: (212) 813-8800
| ☐ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: N/A | Filing Party: N/A | |
| Form or Registration No.: N/A | Date Filed: N/A |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | Third-party tender offer subject to Rule 14d-1. |
| ☐ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by (i) AT2B, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Cycle Group Holdings Limited, a private limited company incorporated in England and Wales (“Parent”), and (ii) Parent. This Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value, $0.0001 per share (the “Shares”), of Applied Therapeutics, Inc., a Delaware corporation (the “Company”), at a purchase price of (i) $0.088 per Share, net to the seller in cash, without interest (the “Closing Amount”), plus (ii) one non-tradeable contingent value right (each, a “CVR”), which represents the contractual right to receive up to four contingent cash payments up to an aggregate of (x) $0.40 per CVR plus (y) an amount equal to each CVR holder’s pro rata portion of any Closing Cash Payment (as defined in the CVR Agreement) upon the achievement of the specified milestones and existence of Closing Cash (as defined in the CVR Agreement) that exceeds $500,000 but is less than $1,500,000 at the Effective Time (as defined below), in each case, in accordance with the terms and subject to the conditions of a contingent value rights agreement (the “CVR Agreement”) to be entered into with a rights agent selected by Parent and reasonably acceptable to the Company (the “Rights Agent”), if any, at the times provided for in the CVR Agreement, net to the seller in cash, without interest (the Closing Amount plus one CVR, collectively, or any higher amount per Share paid pursuant to the Offer, the “Offer Price”) and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 29, 2025 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Letter of Transmittal, which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
The Agreement and Plan of Merger, dated as of December 11, 2025 (as it may be amended from time to time, the “Merger Agreement”), among the Company, Parent and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 9 and 11 of this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Applied Therapeutics, Inc., a Delaware corporation. The Company’s principal executive offices are located at 545 Fifth Avenue, Suite 1400, New York, NY 10017. The Company’s telephone number is (212) 220-9226.
(b) This Schedule TO relates to the outstanding Shares. The Company has advised Purchaser and Parent that, as of the close of business on December 19, 2025 (the most recent practicable date) 153,957,727 Shares were issued and outstanding.
(c) The information concerning the principal market, if any, in which the Shares are traded and certain high and low sales prices for Shares in the principal market in which the Shares are traded are set forth in Section 6 (entitled “Price Range of Shares; Dividends on the Shares”) of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of the Filing Person.
(a) – (c) This Schedule TO is filed by Purchaser and Parent. The information set forth in Section 8 (entitled “Certain Information Concerning Parent, Purchaser and Certain Related Persons”) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i) – (viii), (xii), (a)(2)(i) – (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | the “Introduction” |
| • | Section 1 – “Terms of the Offer” |
| • | Section 2 – “Acceptance for Payment and Payment for Shares” |
| • | Section 3 – “Procedures for Accepting the Offer and Tendering Shares” |
| • | Section 4 – “Withdrawal Rights” |
| • | Section 5 – “Certain U.S. Federal Income Tax Consequences of the Offer” |
| • | Section 11 – “The Merger Agreement; Other Agreements” |
| • | Section 12 – “Purpose of the Offer; Plans for the Company” |
| • | Section 13 – “Certain Effects of the Offer” |
| • | Section 15 – “Conditions of the Offer” |
| • | Section 16 – “Certain Legal Matters; Regulatory Approvals” |
| • | Section 17 – “Appraisal Rights” |
| • | Section 19 – “Miscellaneous” |
(a)(1)(ix), (a)(1)(x), (a)(1)(xi), and (a)(2)(v) – (vi) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) and (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | the “Introduction” |
| • | Section 7 – “Certain Information Concerning the Company” |
| • | Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons” |
| • | Section 10 – “Background of the Offer; Past Contacts or Negotiations with the Company” |
| • | Section 11 – “The Merger Agreement; Other Agreements” |
| • | Section 12 – “Purpose of the Offer; Plans for the Company” |
| • | Schedule I |
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (c)(1) – (7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | the “Introduction” |
| • | Section 6 – “Price Range of Shares; Dividends on the Shares” |
| • | Section 10 – “Background of the Offer; Past Contacts or Negotiations with the Company” |
| • | Section 11 – “The Merger Agreement; Other Agreements” |
| • | Section 12 – “Purpose of the Offer; Plans for the Company” |
| • | Section 13 – “Certain Effects of the Offer” |
| • | Schedule I |
Item 7. Source and Amount of Funds or Other Consideration.
(a), (b) and (d) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | the “Introduction” |
| • | Section 9 – “Source and Amount of Funds” |
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons” |
| • | Section 11 – “The Merger Agreement; Other Agreements” |
| • | Section 12 – “Purpose of the Offer; Plans for the Company” |
| • | Schedule I |
(b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons” |
| • | Schedule I |
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | Section 3 – “Procedures for Accepting the Offer and Tendering Shares” |
| • | Section 10 – “Background of the Offer; Past Contacts or Negotiations with the Company” |
| • | Section 18 – “Fees and Expenses” |
Item 10. Financial Statements.
(a), (b) Not applicable.
Item 11. Additional Information.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons” |
| • | Section 10 – “Background of the Offer; Past Contacts or Negotiations with the Company” |
| • | Section 11 – “The Merger Agreement; Other Agreements” |
| • | Section 12 – “Purpose of the Offer; Plans for the Company” |
| • | Section 13 – “Certain Effects of the Offer” |
| • | Section 15 – “Conditions of the Offer” |
| • | Section 16 – “Certain Legal Matters; Regulatory Approvals” |
(c) The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 12. Exhibits.
| * | Filed herewith |
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: December 29, 2025
| AT2B, INC. | ||
| By: | /s/ James Harrison | |
| Name: James Harrison | ||
| Title: President | ||
| CYCLE GROUP HOLDINGS LIMITED | ||
| By: | /s/ James Harrison | |
| Name: James Harrison | ||
| Title: Chief Executive Officer | ||