Repare Therapeutics (RPTX) Proxy Filing summary

Executive summary

• Gilead Sciences agreed to acquire all assets related to the RP-3467 program, a clinical-stage polymerase theta ATPase inhibitor, from the seller for up to $30 million, including $22 million upfront, a $3 million holdback, and a $5 million transfer completion payment.

• The transaction excludes other programs, employee contracts, cash, accounts receivable, real property, and equipment, focusing solely on the RP-3467 program and associated assets.

• The board of directors approved the asset sale, which is expected to increase the estimated cash payment to shareholders in a pending acquisition by Xeno Therapeutics.

• The asset purchase agreement includes customary representations, warranties, covenants, and indemnification provisions, with specific limitations on liability and recovery.

• The transaction is not considered a merger or continuation of the seller’s business, and Gilead assumes only certain post-closing liabilities.

Voting matters and shareholder proposals

• A special meeting of shareholders is scheduled for January 16, 2026, to approve the acquisition of all outstanding shares by Xeno Therapeutics.

• Shareholders will vote on the proposed transaction with Xeno, with the proxy statement providing details on the arrangement and estimated per-share cash payment.

Board of directors and corporate governance

• The board of directors approved the asset sale to Gilead and the arrangement agreement with Xeno Therapeutics.

• Directors, executive officers, and employees may be considered participants in the proxy solicitation for the Xeno transaction.