--- 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" generated_at: "2026-06-06T16:36:59.072597+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Rain Oncology acquired by Pathos AI for $1.16/share + CVR; stock to be delisted ## Summary - 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. ## SEC filing metadata - accession: 0001999371-24-000886 - form_type: 8-K - cik: 0001724979 - company_name: Rain Oncology Inc. - filed_at: 2024-01-26T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001999371-24-000886 - JSON: https://secwatch.observer/filing/0001999371-24-000886.json - Plain text: https://secwatch.observer/filing/0001999371-24-000886.txt ## Key facts - Executive change Franklin Berger resigned as Director at Rain Oncology Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Executive change Eric Lefkofsky was appointed as Director at Rain Oncology Inc.. - Action: appointed - Role: Director source text: The directors of Merger Sub immediately prior to the Effective Time were Ryan Fukushima and Eric Lefkofsky. evidence_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Executive change Gorjan Hrustanovic resigned as Director at Rain Oncology Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Executive change Zack Malkin was appointed as Chief Financial Officer at Rain Oncology Inc.. - Action: appointed - Role: Chief Financial Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Executive change Ryan Fukushima was appointed as Chief Executive Officer at Rain Oncology Inc.. - Action: appointed - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Executive change Ryan Fukushima was appointed as Director at Rain Oncology Inc.. - Action: appointed - Role: Director source text: The directors of Merger Sub immediately prior to the Effective Time were Ryan Fukushima and Eric Lefkofsky. evidence_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Executive change Peter Radovich resigned as Director at Rain Oncology Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Executive change Avanish Vellanki resigned as Director at Rain Oncology Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Executive change Stefani A. Wolff resigned as Director at Rain Oncology Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Executive change Tran Nguyen resigned as Director at Rain Oncology Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Executive change Aaron Davis resigned as Director at Rain Oncology Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Governance Changes Rain Oncology Inc.: Bylaws amended and restated in their entirety at effective time of merger. - Change: bylaw amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - Governance Changes Rain Oncology Inc.: Certificate of incorporation amended and restated in its entirety at effective time of merger. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1724979/000199937124000886/0001999371-24-000886-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.