Rain Therapeutics Completes Acquisition and Delisting Process

Investors tracking Rain Therapeutics will no longer find it trading on public exchanges. The company's journey as a publicly listed entity concluded in early 2024 following its acquisition. Pathos AI successfully finalized the takeover, resulting in the permanent cessation of Rain's Nasdaq listing and its associated reporting obligations.

The acquisition was executed based on an agreement reached in December 2023. Through a tender offer, Pathos AI acquired all outstanding shares of the biotechnology firm. The deal formally closed in late January 2024, transforming Rain Therapeutics into a wholly-owned subsidiary.

For their shares, former stockholders received a cash consideration of $1.16 per share. This base payment was supplemented by the allocation of a non-traded Contingent Value Right (CVR) for each share held. These CVRs represent a contractual right to potential future cash payments, but such distributions are strictly contingent upon the achievement of specific clinical or regulatory milestones outlined in a separate agreement.

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Shift from Public Markets to Private Development

The delisting became effective on January 26, 2024. This move marks a significant shift for former investors: their focus is no longer on daily stock price fluctuations but on the progress of Rain's pipeline under its new private ownership. The clinical development of key assets, such as the p53-MDM2 inhibitor milademetan, will now advance within the private framework of Pathos AI.

Consequently, public financial reporting by Rain Therapeutics has ended. Any updates regarding the value of the CVRs or the achievement of milestone triggers will now come directly from communications issued by the parent company, Pathos AI. Further payments to former shareholders are entirely dependent on the successful fulfillment of the predefined conditions in the CVR agreement.