8-K
filed January 26, 2024, 6:59 PM ET
CIK 0001724979
M&A
confidence high
sentiment neutral
materiality 1.00
Rain Oncology Inc.: M&A transaction — Rain Oncology acquired by Pathos AI for $1.16/share + CVR; stock to be delisted
Rain Oncology Inc.
- Tender offer closed with 77% of shares tendered; all shares purchased for $1.16 cash plus one contingent value right (CVR) per share.
- At merger close, board of directors resigned; new directors and officers from Pathos AI include CEO Ryan Fukushima and CFO Zack Malkin.
- CVRs provide potential payments: $1M milestone on first patient dosing of milademetan, or 80% of net proceeds from disposition; also cash payments from excess cash or litigation settlement.
- Company requested Nasdaq delisting and SEC deregistration; will file Form 15 to suspend reporting obligations.
- Merger completed under DGCL Section 251(h) without stockholder vote; Rain becomes wholly owned subsidiary of Pathos AI.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Franklin Berger resigned as Director at Rain Oncology Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of Avanish Vellanki, Franklin Berger, Aaron Davis, Gorjan Hrustanovic, Tran Nguyen, Peter Radovich and Stefani A. Wolff resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric Lefkofsky was appointed as Director at Rain Oncology Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The directors of Merger Sub immediately prior to the Effective Time were Ryan Fukushima and Eric Lefkofsky.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gorjan Hrustanovic resigned as Director at Rain Oncology Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of Avanish Vellanki, Franklin Berger, Aaron Davis, Gorjan Hrustanovic, Tran Nguyen, Peter Radovich and Stefani A. Wolff resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zack Malkin was appointed as Chief Financial Officer at Rain Oncology Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
The executive officers of Merger Sub immediately prior to the Effective Time were Ryan Fukushima, serving as Chief Executive Officer, and Zack Malkin, serving as Chief Financial Officer and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan Fukushima was appointed as Chief Executive Officer at Rain Oncology Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
The executive officers of Merger Sub immediately prior to the Effective Time were Ryan Fukushima, serving as Chief Executive Officer, and Zack Malkin, serving as Chief Financial Officer and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan Fukushima was appointed as Director at Rain Oncology Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The directors of Merger Sub immediately prior to the Effective Time were Ryan Fukushima and Eric Lefkofsky.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Radovich resigned as Director at Rain Oncology Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of Avanish Vellanki, Franklin Berger, Aaron Davis, Gorjan Hrustanovic, Tran Nguyen, Peter Radovich and Stefani A. Wolff resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Avanish Vellanki resigned as Director at Rain Oncology Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of Avanish Vellanki, Franklin Berger, Aaron Davis, Gorjan Hrustanovic, Tran Nguyen, Peter Radovich and Stefani A. Wolff resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stefani A. Wolff resigned as Director at Rain Oncology Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of Avanish Vellanki, Franklin Berger, Aaron Davis, Gorjan Hrustanovic, Tran Nguyen, Peter Radovich and Stefani A. Wolff resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tran Nguyen resigned as Director at Rain Oncology Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of Avanish Vellanki, Franklin Berger, Aaron Davis, Gorjan Hrustanovic, Tran Nguyen, Peter Radovich and Stefani A. Wolff resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Aaron Davis resigned as Director at Rain Oncology Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of Avanish Vellanki, Franklin Berger, Aaron Davis, Gorjan Hrustanovic, Tran Nguyen, Peter Radovich and Stefani A. Wolff resigned from the board of directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Rain Oncology Inc.: Bylaws amended and restated in their entirety at effective time of 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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Rain Oncology Inc.: Certificate of incorporation amended and restated in its entirety at effective time of 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 0.98
Rain Oncology Inc. underwent a change of control involving Pathos AI, Inc. for $1.16 per share in cash plus one contingent value right per share (closed 2024-01-26).
- Action
- change of control
- Counterparty
- Pathos AI, Inc.
- Consideration
- $1.16 per share in cash plus one contingent value right per share
- Closing
- 2024-01-26
Exact text from the filing
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on January 26, 2024, Merger Sub completed a tender offer to purchase all of the C ompany's outstanding shares of common stock, par value $0.001 per share (the “Shares”), in exchange for (i) $1.16 in cash per Share (the “Cash Consideration”), plus (ii) one contingent value right per Share (each, a “CVR”)
View on SEC.gov
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