SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
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Date of Report (Date of
earliest event reported): August 4, 2022 (
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|Item 8.01.||Other Events.|
On August 2, 2022, the Board of Directors (the “Board”) of Applied Therapeutics, Inc. (the “Company”) took action in accordance with its authority under the terms of the Applied Therapeutics, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) to reset the per-share exercise price of all stock options previously granted under the 2019 Plan to $1.05 per share (the "Option Repricing"), which is equal to the closing price of a share of the Company’s common stock on August 1, 2022.
All of the options granted under the 2019 Plan (the “2019 Plan Options”) were granted with a per-share exercise price that was equal to the fair market value of our stock at the time the options were granted. However, as a result of various factors, including decreases in the equity markets broadly, which have had a particularly severe impact on the biotechnology industry, as well as an equity financing that was accomplished to ensure sufficient cash reserves through the completion of key value inflection points and milestones, all of the 2019 Plan Options ultimately had exercise prices that exceeded the current value of the Company's stock, and therefore were "underwater".
As a result, the Board determined that the 2019 Plan Options were no longer providing an appropriate economic incentive to the holders. The Board determined that this lack of an appropriate incentive could potentially lead to the loss of critical individuals at a important stage in the Company's life cycle, especially in light of a very competitive labor market, thereby negatively impacting the Company’s ability to timely meet its near-term objectives.
After careful consideration of various alternatives and a review of all other applicable considerations with the Company’s independent compensation consultant and outside legal counsel, the Board determined that the Option Repricing was in the best interests of the Company and its stockholders and provided the most effective tool to help retain and incentivize the holders of the existing 2019 Plan Options through the completion of key value inflection milestones in connection with the ongoing clinical trials and beyond.
The Option Repricing resets the per-share exercise price of all of the 2019 Plan Options so that the exercise prices will more closely reflect the current value of the Company's stock, which will serve to further align the economic interests of the holders of the 2019 Plan Options with those of the Company’s stockholders more generally and will help ensure the ongoing retention and motivation of the holders through a critical stage in the Company's development.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|APPLIED THERAPEUTICS, INC.|
|Dated: August 4, 2022||By:||/s/ Shoshana Shendelman|
|Title:||President and Chief Executive Officer|