RAPT Therapeutics, Inc.: M&A transaction — GSK completes acquisition of RAPT Therapeutics for $58.00 per share; RAPT to be delisted

RAPT Therapeutics, Inc.

Offer price of $58.00 per share; approx. 93.36% of outstanding shares validly tendered.
Merger completed March 3, 2026 under DGCL Section 251(h); RAPT now a wholly owned GSK subsidiary.
Shares delisted from Nasdaq; Form 25 and Form 15 to be filed to deregister and suspend SEC reporting.
Board replaced: all prior directors resigned; Kevin Ryan and Justin Huang appointed as directors; new officers named.
Outstanding equity awards converted to cash consideration per Merger Agreement terms.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RAPT Therapeutics, Inc.: Amended and restated the company's bylaws at the effective time of the merger.

Change: bylaw amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RAPT Therapeutics, Inc.: Amended and restated the company's certificate of incorporation at the effective time of the merger.

Change: charter amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

RAPT Therapeutics, Inc. underwent a change of control involving GlaxoSmithKline LLC for $58.00 per Share in cash (closed 2026-03-03).

Action: change of control
Counterparty: GlaxoSmithKline LLC
Consideration: $58.00 per Share in cash
Closing: 2026-03-03

Exact text from the filing

a cash tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “ Shares ”), at a price of $58.00 per Share (the “ Offer Price ”), in cash, without interest and subject to any applicable withholding of taxes. The Offer expired at one minute following 11:59 P.M., Eastern Time,

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Source: SEC EDGAR

accession 0001193125-26-086878

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