NOTICE OF PROPOSED CLASS ACTION SETTLEMENT
YOU MAY BE ENTITLED TO A PAYMENT FROM A CLASS ACTION SETTLEMENT IF YOU PURCHASED RAIN ONCOLOGY, INC. COMMON STOCK BETWEEN APRIL 23, 2021 AND MAY 19, 2023, INCLUSIVE.

A Federal Court authorized this notice. This is not a solicitation from a lawyer.

IF YOU ARE A CLASS MEMBER, YOUR LEGAL RIGHTS WILL BE AFFECTED BY THIS SETTLEMENT WHETHER YOU ACT OR DO NOT ACT. PLEASE READ THE NOTICE CAREFULLY.

  • Purpose of Notice:  The purpose of this Notice[1] is to inform you of the pendency of this securities class action (the “Action”), the proposed settlement of the Action (the “Settlement”), and a hearing to be held by the Court to consider: (i) whether the Settlement should be approved; (ii) whether the proposed plan for allocating the proceeds of the Settlement (the “Plan of Allocation”) should be approved; and (iii) Lead Counsel’s application for attorneys’ fees and expenses.  This Notice describes important rights you may have and what steps you must take if you wish to participate in the Settlement, wish to object, or wish to be excluded from the Class.
  • Summary of Claims Resolved:  The Settlement resolves claims by the Court-appointed Lead Plaintiff Myo Thant (“Lead Plaintiff”) and additional named plaintiff Branden Schenkhuizen (collectively with Lead Plaintiff, “Plaintiffs”) against Defendants Rain Oncology Inc. (“Rain”), Franklin Berger, Aaron Davis, Gorjan Hrustanovic, Tran Nguyen, Peter Radovich, and Stefani Wolff (the “Director Defendants,” and collectively with Rain, the “Defendants,” and together with Plaintiffs, the “Parties” and each a “Party”), for alleged violations of federal securities laws by allegedly making misrepresentations and/or omissions of material fact between April 23, 2021 and May 19, 2023, inclusive, concerning Rain’s development and commercialization of milademetan.
  • Statement of Class Recovery:  Subject to Court approval, Plaintiffs, on behalf of the Class, have agreed to settle the Action in exchange for a payment of $7,250,000 (the “Settlement Amount”), which will be deposited into an Escrow Account and may earn interest (the “Settlement Fund”).  The Net Settlement Fund (as defined below) will be distributed to Class Members according to the Court-approved plan of allocation (the “Plan of Allocation”).  The proposed Plan of Allocation is set forth on pages 10-12 below.
  • Estimate of Average Recovery Per Share:  Plaintiffs estimate there were approximately 8,000,000 shares of Rain common stock traded during the Class Period that may have been impacted.  Pursuant to the Plan of Allocation, if all affected Rain shares elect to participate in the Settlement, the average recovery per share could be approximately $0.91, before deduction of any fees, expenses, costs, and awards described herein.  Class Members should note that this is only an estimate.  Some Class Members may recover more or less than this estimated amount depending on, among other factors, when and at what prices they purchased or sold their Rain common stock and the total number of valid Proof of Claim and Release Forms (“Claim Forms”) submitted and the value of those claims.  Distributions to Class Members will be made based on the Plan of Allocation or such other plan of allocation as may be ordered by the Court.
  • Statement of Potential Outcome of Case If the Action Continued to Be Litigated:  The Parties disagree about both liability and damages and do not agree on the amount of damages, if any, that would be recoverable if Plaintiffs were to prevail on each claim asserted against the Defendants.  Among other things, the Parties disagree on (i) whether Defendants violated the federal securities laws by making materially false or otherwise misleading statements during the Class Period; (ii) whether the alleged misrepresentations and omissions in Rain’s public filings were, in fact, materially misleading; (iii) whether Plaintiffs and the Class suffered any harm as a result of Defendants’ alleged violations of the federal securities laws and purported subsequent revelation of the truth; (iv) whether Defendants’ alleged misconduct was the proximate cause of any losses suffered by the Class; and (v) whether Defendants acted with the requisite culpability as to each claim.
  • Reasons for Settlement:  Plaintiffs’ principal reason for entering into the Settlement is the substantial immediate cash benefit for the Class without the risk or the delays inherent in further litigation.  Plaintiffs weighed this benefit against the significant risk that a smaller recovery – or no recovery at all – might be achieved after contested motions, a trial of the Action and post-trial appeal.  This process would be expected to last several years.  The Settlement was entered into after extended mediation proceedings.  Without admitting any wrongdoing or liability on their part whatsoever, Defendants are willing to settle to avoid the continuing burden, expense, inconvenience and distraction of further litigation, provided that all of the claims of the Class are fully and forever settled, compromised, and dismissed with prejudice.
  • Attorneys’ Fees and Costs:  Lead Counsel has not received any payment for their services in conducting this litigation on behalf of Plaintiffs and the members of the Class, nor have they been reimbursed for their out-of-pocket expenditures.  If the Settlement is approved by the Court, Lead Counsel will apply to the Court for attorneys’ fees not to exceed 25% of the Settlement Amount and any interest accrued thereon, and reimbursement of expenses not to exceed $75,000, and any interest accrued thereon.  If the amount requested by Lead Counsel is approved by the Court, the average cost of fees would be approximately $0.24 per share.  In addition, an award for the time and expenses incurred by the Plaintiffs will be requested, not to exceed $10,000 for the Lead Plaintiff and $5,000 for Plaintiff Branden Schenkhuizen.
  • Identification of Attorneys’ Representatives:  Requests for further information regarding the Action, this Notice, or the Settlement can be directed to Lead Counsel: Adam M. Apton, Levi & Korsinsky, LLP, 1160 Battery Street East, Suite 100, San Francisco, CA 94111, (415) 373-1671.  Please Do Not Call the Court with Questions About the Settlement.

Important Dates

EVENT DEADLINE ADDITIONAL DETAILS
SUBMIT A CLAIM FORM APRIL 20, 2026 The only way to get a payment. See Question 8 below for details.
EXCLUDE YOURSELF FROM THE CLASS MARCH 5, 2026 Get no payment. This is the only option that, assuming your claim is timely brought, might allow you to ever bring or be part of any other lawsuit against the Defendants or the other Released Defendants’ Parties concerning the Released Plaintiffs’ Claims. See Question 11 below for details.
OBJECT BY MARCH 5, 2026 Write to the Court about why you do not like the Settlement, the Plan of Allocation, or the Attorney Fee Award application. If you object, you will still be a member of the Class. See Question 15 below for details.
FILE A NOTICE OF INTENTION TO APPEAR BY MARCH 5, 2026 MARCH 5, 2026 Class Members may be permitted to appear and speak to the Court if they submit a written objection. See Question 19 below for details.
GO TO A HEARING ON APRIL 2, 2026 Class Members may be permitted to appear and speak to the Court if they submit a written objection. See Question 19 below for details.
DO NOTHING Get no payment AND give up your rights to bring your own individual action.