On October 12, 2023, Applied Therapeutics, Inc. (the "Company") reported to have entered into an exchange agreement (the "Exchange Agreement") with entities affiliated with Venrock Healthcare Capital Partners (the "Exchanging Stockholders"), pursuant to which the Company exchanged an aggregate of 5,658,034 shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock"), owned by the Exchanging Stockholders for pre-funded warrants (the "Exchange Warrants") to purchase an aggregate of 5,658,034 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock), with an exercise price of $0.001 per share (Filing, 8-K, Applied Therapeutics, OCT 12, 2023, View Source [SID1234635941]).

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The Exchange Warrants are immediately exercisable from the date of issuance and do not have an expiration date. They have an exercise price of $0.001. The Exchanging Stockholders may not exercise any Exchange Warrants that would cause the aggregate number of shares of common stock beneficially owned by the Exchanging Stockholder to exceed 9.99% of the Company’s outstanding common stock immediately after exercise. The Exchange Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions for no consideration of assets to the Company’s stockholders. In the event of certain corporate transactions, the Exchanging Stockholders will be entitled to receive, upon exercise of the Exchange Warrants, the kind and amount of securities, cash or other property that the Exchanging Stockholders would have received had they exercised the Exchange Warrants immediately prior to such transaction. The Exchange Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are entitled.

The descriptions of the Exchange Agreement and the Exchange Warrants are not complete and are qualified in their entirety by reference to the Exchange Agreement and the form of Exchange Warrant, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.