SEC Form SC 13D/A filed by Rain Oncology Inc. (Amendment)

Item 4. Purpose of Transaction.

This Amendment supplements the disclosure in Item 4 of the Schedule 13D, as previously amended, by adding the following:

On December 13, 2023, the Issuer filed a Current Report on Form 8-K (the “Merger 8-K”) with the United States Securities and Exchange Commission, announcing that on December 13, 2023, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pathos AI, Inc., a Delaware corporation (“Parent”), and WK Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). According to the Merger 8-K, the Merger Agreement provides, among other things, and subject to the terms and conditions thereof, for (i) the acquisition of the Issuer by Parent through a cash tender offer (the “Offer”) by Merger Sub for all of the Issuer’s outstanding shares of Common Stock for: (A) $1.16 per share and (B) contingent cash payments of up to approximately $0.17 per share and (ii) following the completion of the Offer, the merger of Merger Sub with and into the Issuer (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. As further described in the Merger 8-K, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the holders, each outstanding share of Common Stock (other than certain excluded shares) will be converted into the right to receive the Offer Price. The Merger 8-K also describes the treatment of certain Issuer equity awards at the Effective Time pursuant to the Merger Agreement.

The Issuer filed the Merger Agreement as an exhibit to the Merger 8-K. A form of the referenced Support Agreements is attached to this Amendment No. 3 as Exhibit 3. The foregoing summaries of the terms and conditions of the Merger Agreement and the Support Agreements are qualified by reference to those documents and are not substitutes for reading those documents in their entirety.