RAPT Therapeutics, Inc. 8-K

What Happened
RAPT Therapeutics, Inc. announced on January 19, 2026 that it entered into an Agreement and Plan of Merger with GlaxoSmithKline LLC (Parent), Redrose Acquisition Co. (Purchaser) and GSK plc (Ultimate Parent). Under the agreement, Parent will cause Purchaser to commence a cash tender offer within ten business days to buy all outstanding RAPT shares at $58.00 per share in cash. If the Offer is consummated and enough shares are tendered, Purchaser will merge into RAPT under Delaware law and RAPT will become a wholly owned subsidiary of Parent. A joint press release was issued January 20, 2026.

Key Details

• Offer price: $58.00 per share in cash; Offer to begin no later than 10 business days after Jan 19, 2026.
• Offer conditions: requires a majority of outstanding shares validly tendered (excluding certain affiliate-held and treasury shares) and expiration/termination of applicable HSR waiting periods; Parent/Purchaser’s obligations are not conditioned on obtaining financing.
• Treatment of equity awards: outstanding vested and unvested options and RSUs (other than certain 2025 grants) will be cancelled for cash equal to the Merger Consideration (less exercise price where applicable); 2025 grants have special converted-cash treatment with 50% payable at closing and 50% payable on earlier of nine months post-closing or an involuntary termination. Warrants convert into cash equal to (shares subject to warrant × (Merger Consideration − warrant exercise price)).
• Break/termination fees: RAPT would owe a $78.4 million termination fee in specified circumstances; Parent would owe RAPT a $100.8 million reverse termination fee in specified regulatory or timing circumstances (including if the Offer is not completed by July 19, 2026, subject to potential 90‑day extensions).
• Supporting stockholders: certain holders holding ~0.25% of shares entered tender and support agreements to tender and vote in favor of the transaction.

Why It Matters
This 8-K signals a definitive agreement to take RAPT private via a cash acquisition at a fixed price of $58.00 per share. For investors, the filing sets the expected transaction mechanics (tender offer followed by merger), the price, the timing conditions (including HSR clearance) and how company equity awards and warrants will be cashed out. The absence of a financing condition reduces deal financing risk, but completion still depends on stockholder tender levels and regulatory approvals. Tender offer materials and RAPT’s solicitation/recommendation statement will be filed later and should be reviewed for more details before making any decision.