Rain Oncology Inc (NASDAQ:RAIN) has agreed to be acquired by Pathos AI Inc. for $1.16 in cash per share plus a non-tradeable contingent value right (CVR) for potential cash payments of up to approximately $0.17 per share.
The upfront cash consideration represents a 17% premium over Rain’s unaffected stock price as of October 13, 2023.
“After a thorough assessment, the Rain Board determined that this Transaction is in the best interests of our stockholders, as it leverages Rain’s strong cash position to provide a confirmed cash takeout for our stockholders and retains some future potential upside due to Pathos’ continued interest in further developing milademetan for cancer patients using their proprietary PathOS Platform,” said Avanish Vellanki, co-founder and chief executive officer of Rain.
Pursuant and subject to the terms of the merger agreement, a subsidiary of Pathos will commence a tender offer to acquire all outstanding shares of Rain for $1.16 in cash per share plus a CVR representing a contractual right to receive two potential contingent aggregate cash payments as follows:
The transaction is expected to close in January 2024.
The company went public in April 2021, receiving net proceeds of $121.9 million, net of estimated offering costs from the sale of a total of 7,845,011 shares in the IPO.
This year, in May, Rain Oncology announced disappointing topline Phase 3 MANTRA data of milademetan in patients with dedifferentiated (DD) liposarcoma (LPS).
The study did not meet its primary endpoint of progression-free survival (PFS) by blinded independent central review compared to the standard of care, Johnson & Johnson’s (NYSE: JNJ) Yondelis (trabectedin).
Price Action: RAIN shares are trading higher by 2.54% at $1.21 premarket on the last check Thursday.
