{"schema_version":"secwatch.filing_event.v1","accession":"0001999371-24-000886","form_type":"8-K","ticker":null,"cik":"0001724979","company_name":"Rain Oncology Inc.","filed_at":"2024-01-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.265808+00:00","generated_at":"2026-06-06T16:36:59.072597+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Rain Oncology acquired by Pathos AI for $1.16/share + CVR; stock to be delisted","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001999371-24-000886","json":"https://secwatch.observer/filing/0001999371-24-000886.json","markdown":"https://secwatch.observer/filing/0001999371-24-000886.md","text":"https://secwatch.observer/filing/0001999371-24-000886.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/rain-8k_012624.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T16:36:59.072597+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"396ea24985","claim":"Franklin Berger resigned as Director at Rain Oncology Inc..","evidence_excerpt":"at the Effective Time, each of Avanish Vellanki, Franklin Berger, Aaron Davis, Gorjan Hrustanovic, Tran Nguyen, Peter Radovich and Stefani A. 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Wolff resigned from the board of directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b83a464fcc","claim":"Avanish Vellanki resigned as Director at Rain Oncology Inc..","evidence_excerpt":"at the Effective Time, each of Avanish Vellanki, Franklin Berger, Aaron Davis, Gorjan Hrustanovic, Tran Nguyen, Peter Radovich and Stefani A. 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Wolff resigned from the board of directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"fafe2f1ed3","claim":"Tran Nguyen resigned as Director at Rain Oncology Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"fcfdd93bac","claim":"Aaron Davis resigned as Director at Rain Oncology Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"26ac5007edd8b575bf92a9b3b36a064212cb9e97","claim":"Rain Oncology Inc.: Bylaws amended and restated in their entirety at effective time of merger.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"9fb032b3684d38111812dcc515193c4a074aa9e1","claim":"Rain Oncology Inc.: Certificate of incorporation amended and restated in its entirety at effective time of merger.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"4358268cdf966a580b53f0bd5b1b2a2f90f77116","claim":"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).","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm","confidence":0.98,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Pathos AI, Inc."},{"label":"Consideration","value":"$1.16 per share in cash plus one contingent value right per share"},{"label":"Closing","value":"2024-01-26"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}