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Repare Therapeutics Inc.
RPTX
Amendment
Ownership

24.00%

Total Shares

10,333,600

Issuer CIK

1808158

CUSIP

760273102

Event Date

Nov 19, 2025

Accepted

Nov 24, 2025, 05:05 PM

SEC EDGARView Original Filing
Reporting Persons (10)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
BVF PARTNERS L P/IL
Investment Adviser
24.00%10,333,600010,333,600
LAMPERT MARK N
Individual
24.00%10,333,600010,333,600
BVF INC/IL
CO
24.00%10,333,600010,333,600
BVF GP HOLDINGS LLC
Other
22.40%9,618,00509,618,005
BIOTECHNOLOGY VALUE FUND L P
Partnership
12.40%5,309,43205,309,432
BVF I GP LLC
Other
12.40%5,309,43205,309,432
BVF II GP LLC
Other
10.00%4,308,57304,308,573
BIOTECHNOLOGY VALUE FUND II LP
Partnership
10.00%4,308,57304,308,573
BVF Partners OS Ltd.
CO
1.30%548,9380548,938
Biotechnology Value Trading Fund OS LP
Partnership
1.30%548,9380548,938
Disclosure Items (5)

Security Title

Common Shares, no par value

Issuer Name

Repare Therapeutics Inc.

Issuer Address

7171 FREDERICK BANTING, SAINT-LAURENT, A8, H4S 1Z9

Item 4 is hereby amended to add the following: On November 14, 2025, the Issuer entered into an Arrangement Agreement (the "Agreement") with XenoTherapeutics, Inc., a Massachusetts non-profit corporation ("Xeno"), Xeno Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Xeno ("Purchaser"), and solely for purposes of Section 9.15 thereof, XOMA Royalty Corporation, a Nevada corporation, pursuant to which Purchaser will acquire all of the issued and outstanding Shares (the holders of such Shares, the "Shareholders") of the Issuer (the "Transaction"). Under the terms of the Agreement, the Shareholders will receive a cash payment per Share that will be determined based upon the Issuer's cash balance immediately prior to the closing of the Transaction ("Closing") after deducting certain transaction costs, the aggregate amount of outstanding liabilities, and a transaction fee to Xeno. In addition, each Shareholder will also receive one non-transferable contingent value right (each, a "CVR") for each Share that will entitle the holder to receive a pro rata portion of potential cash payments. The cash payable at Closing is estimated by the Issuer to be approximately $1.82 per Share, exclusive of payments received pursuant to the CVR. The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Quebec) (such transaction, the "Arrangement"). On November 20, 2025, certain of the Reporting Persons entered into Voting and Support Agreements (the "Voting Agreements") with the Issuer pursuant to which such Reporting Persons agreed, among other things, to vote all voting securities of the Issuer beneficially owned by them in favor of the approval and adoption of the Arrangement and the transactions contemplated therein. The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of a form of the Voting Agreements, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 42,985,755 Shares outstanding as of November 14, 2025, which is the total number of Shares outstanding as reported in Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2025. As of the close of business on the date hereof, (i) BVF beneficially owned 5,309,432 Shares, representing percentage ownership of approximately 12.4% of the Shares outstanding, (ii) BVF2 beneficially owned 4,308,573 Shares, representing percentage ownership of approximately 10.0% of the Shares outstanding, and (iii) Trading Fund OS beneficially owned 548,938 Shares, representing percentage ownership of approximately 1.3% of the Shares outstanding. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 5,309,432 Shares beneficially owned by BVF, representing percentage ownership of approximately 12.4% of the Shares outstanding. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 4,308,573 Shares beneficially owned by BVF2, representing percentage ownership of approximately 10.0% of the Shares outstanding. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 548,938 Shares beneficially owned by Trading Fund OS, representing percentage ownership of approximately 1.3% of the Shares outstanding. BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 9,618,005 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 22.4% of the Shares outstanding. Partners, as the investment manager of BVF, BVF2 and Trading Fund OS and the Partners Managed Account, and the sole member of Partners OS, may be deemed to beneficially own the 10,333,600 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 166,657 Shares held in the Partners Managed Account, representing percentage ownership of approximately 24.0% of the Shares outstanding (less than 1% of the Shares outstanding are held in the Partners Managed Account). BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 10,333,600 Shares beneficially owned by Partners, representing percentage ownership of approximately 24.0% of the Shares outstanding. Mr. Lampert, as the sole director and officer of BVF Inc., may be deemed to beneficially own the 10,333,600 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 24.0% of the Shares outstanding. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account.

Item 6 is hereby amended to add the following: On November 20, 2025, certain of the Reporting Persons entered into the Voting Agreements, as defined and described in Item 4 above. A form of Voting Agreement is attached hereto as Exhibit 99.1.

Item 7 is hereby amended to add the following exhibit: 99.1 - Form of Voting and Support Agreement, dated November 20, 2025.