Bolt Biotherapeutics completes Prana Therapies merger
The merger places Prana's programs within Bolt, while the separate $120 million private placement was expected to close October 26, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Bolt Biotherapeutics, Inc. (BOLT) completed its acquisition of Prana Therapies on October 23, 2026, in a stock-for-stock merger, issuing 430,746 common shares and 16,360.929 Series D preferred shares; each preferred share converts into 1,000 common shares, subject to stockholder approval and other conditions. Sheila Gujrathi was appointed chief strategy officer and a Class II director.
Bolt agreed to sell 13,995.311 Series D preferred shares for $120 million in upfront gross proceeds; the financing was expected to close October 26, 2026, subject to customary conditions. Warrants could provide approximately $60 million in additional gross proceeds if exercised in full for cash. After financing and full preferred conversion, projected fully diluted ownership is 6.9% for pre-transaction Bolt holders, 51.7% for former Prana holders and 41.4% for investors, without giving effect to beneficial ownership limitations.
In the BDC-4182 Phase 1 study, 25 subjects had received treatment across four dose levels as of October 1, 2026; the every-two-week step-up cohorts had a 53% disease control rate, with 8 of 15 evaluable patients showing stable disease as their best overall response. The study reported mostly Grade 1/2 immune-related adverse events and no dose-limiting toxicities. The transaction triggers a $4.5 million lease termination payment.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Financing: $120 million upfront gross proceeds; October 26, 2026 closing expected, subject to conditions. 15× market cap
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Pre-transaction Bolt holders: projected 6.9% fully diluted ownership after financing and conversion.
Filing Explained
Conversion of merger preferred shares still requires a stockholder vote and remains subject to holder-specific ownership caps.
The
The merger preferred shares convert automatically only after stockholder approval of the specified matters, at 1,000 common shares per preferred share, subject to each holder’s selected beneficial-ownership cap of
As of
8-K Event Classification
Key Figures
Key Terms
Series D Non-Voting Convertible Preferred Stock financial
beneficial ownership limitations financial
disease control rate medical
dose-limiting toxicities medical
treasury stock method financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is BOLT's private placement, and what could the warrants add?
What were BOLT's BDC-4182 Phase 1 results?
How does BOLT's Series D preferred stock convert into common stock?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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Item 1.01 - Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On October 23, 2026, Bolt Biotherapeutics, Inc., a Delaware corporation (the “Company” or “Bolt”), acquired Prana Therapies, Inc., a Delaware corporation (“Prana”), in accordance with the terms of the Agreement and Plan of Merger, dated October 23, 2026 (the “Merger Agreement”), by and among the Company, Prince Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Prince Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Prana. Pursuant to the Merger Agreement, First Merger Sub merged with and into Prana, pursuant to which Prana was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger” and the time at which the First Merger becomes effective, the “First Effective Time”). Immediately following the First Merger, Prana merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (together with the First Merger, the “Merger”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Under the terms of the Merger Agreement, following the closing of the Merger (the “Closing”), the Company issued to the stockholders of Prana an aggregate of (i) 430,746 shares of common stock of the Company, par value $0.00001 per share (the “Common Stock”), and (ii) 16,360.929 shares of Series D Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”) (as described below), each share of which is convertible into 1,000 shares of Common Stock, subject to certain conditions described below.
Reference is made to the discussion of the Series D Preferred Stock in Item 5.03 of this Current Report on Form 8-K, which is incorporated into this Item 1.01 by reference.
Shares of Common Stock held by holders thereof immediately prior to the First Effective Time remain outstanding and unaffected by the Merger. Immediately following the consummation of the Merger but prior to giving effect to the Financing (as defined below), assuming the conversion of shares of Series D Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock, pre-transaction equityholders of the Company hold approximately 11.8% of the issued and outstanding shares of Common Stock and former equityholders of Prana hold approximately 88.2% of the issued and outstanding shares of Common Stock, in each case, calculated on a fully diluted basis using the treasury stock method. Following the consummation of the Financing, assuming the conversion of the PIPE Securities (as defined below) and shares of Series D Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock, pre-transaction equityholders of the Company will hold approximately 6.9% of the issued and outstanding shares of Common Stock, former equityholders of Prana will hold approximately 51.7% of the issued and outstanding shares of Common Stock and the Investors (as defined below) will hold approximately 41.4% of the issued and outstanding shares of Common Stock, in each case, calculated on a fully diluted basis and, in the case of the Company and Prana, using the treasury stock method.
Pursuant to the terms of the Merger Agreement, each option to purchase Prana common stock was assumed by the Company and was converted into an option to purchase Common Stock.
Pursuant to the Merger Agreement and the Purchase Agreement (as defined below), the Company has agreed to hold one or more stockholders’ meeting(s) to submit the following matters to its stockholders for their consideration: (i) the approval, in accordance with certain of the rules of the Nasdaq Stock Market, LLC (“Nasdaq”), of the conversion of the Series D Preferred Stock issued pursuant to the Merger Agreement and the Purchase Agreement into shares of Common Stock (the “Preferred Stock Conversion Proposal”), (ii) the approval of the transactions contemplated by the Merger Agreement and the Purchase Agreement in accordance with applicable Nasdaq Listing Rules ((the “Nasdaq Proposals”), (iii) to the extent deemed necessary or advisable, an amendment of the Company’s certificate of incorporation to increase the number of authorized shares of Common Stock to a number mutually agreed upon by Prana and the Company (the “Charter Amendment Proposal” and, together with the Preferred Stock Conversion Proposal and the Nasdaq Proposals, the “Additional Company Stockholder Matters”), (iv) to the extent deemed necessary or advisable by the Company and/or Prana, an amendment to the Company’s certificate of incorporation to effectuate a reverse stock split of all outstanding shares of Common Stock at a reverse stock split ratio of 1:2 to 1:12 (or as otherwise mutually agreed by the Company and Prana) for the purpose of maintaining compliance with Nasdaq listing standards or as otherwise deemed advisable by Prana (the “Initial Company Stockholder Matters” and together with the Additional Company Stockholder Matters, the “Company Stockholder Matters”), (v) the approval of (A) an equity incentive plan which will provide for new awards for a number of shares of Common Stock, taking into account the advice and recommendations of an independent compensation consultant, and which will include an annual increase pursuant to an “evergreen” provision, taking into account the advice and recommendations of an independent compensation consultant, subject to approval by the board of directors of the Company (the “Board”) and (B) an employee stock purchase plan, with a total pool of shares of Common Stock, taking into account the advice and recommendations of an independent compensation consultant, and which will include an annual increase pursuant to an “evergreen” provision, taking into account the advice and recommendations of an independent compensation consultant, subject to approval by the Board (matters contemplated in items (i) to (v) collectively, the “Meeting Proposals”) and (vi) of such other changes or approvals as may be mutually agreed by the Company and Prana. In connection with these matters, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials.
Pursuant to the Merger Agreement, as promptly as practicable following the closing date of the Merger (the “Closing Date”) (and in any event within 75 days following the Closing Date), the Company has agreed to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available) to register the resale the Common Stock issued pursuant to the Merger Agreement and the shares of Common Stock underlying the Series D Preferred Stock issued pursuant to the Merger Agreement.
The Board unanimously approved the Merger Agreement and the related transactions, and the consummation of the Merger did not require the approval of the Company stockholders.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or Prana. The Merger Agreement contains representations, warranties and covenants that the Company and Prana made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Merger Agreement between the Company and Prana and may be subject to important qualifications and limitations agreed to by the Company and Prana in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders, or may have been used for the purpose of allocating risk between the Company, on the one hand, and Prana, on the other hand, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.
Support Agreements
In connection with the execution of the Merger Agreement, the Company and Prana entered into stockholder support agreements (the “Support Agreements”) with certain of the Company’s officers, directors and certain stockholders (solely in their capacity as stockholders), representing 8.4% of the pre-transaction shares of Common Stock outstanding. The Support Agreements provide that, among other things, each of the parties thereto has agreed to vote or cause to be voted all of the shares of Common Stock owned by such stockholder in favor of the Meeting Proposals at the Company stockholders’ meeting(s) to be held in connection therewith, subject to and in accordance with the terms of the Support Agreements.
The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Support Agreement, which is provided as Exhibit D to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Lock-up Agreements
Concurrently and in connection with the execution of the Merger Agreement, certain officers, directors and certain stockholders of Prana as of immediately prior to the Merger, and certain of the directors and officers of the Company as of immediately prior to the Merger entered into lock-up agreements with the Company and Prana, pursuant to which each such stockholder will be subject to a 180-day lockup on the sale or transfer of shares of Common Stock and Series D Preferred Stock held by each such stockholder at the Closing, including those shares received by Prana stockholders in the Merger (the “Lock-up Agreements”).
The foregoing description of the Lock-up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-up Agreement, which is provided as Exhibit C to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Private Placement and Securities Purchase Agreement
On October 23, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Investors”).
Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 13,995.311 shares of Series D Preferred Stock (the “Preferred Shares”), together with warrants (the “Warrants”) to purchase a number of additional shares of Series D Preferred Stock equal to 50% of the Preferred Shares purchased thereunder or Common Stock (as specified in the warrant) (the “Warrant Shares” and, together with the Preferred Shares and the Warrants, the “PIPE Securities”), for aggregate upfront gross proceeds of $120 million (collectively, the “Financing”). No separate consideration will be allocated to the Warrants. Each share of Series D Preferred Stock is convertible into 1,000 shares of Common Stock, subject to certain conditions described below. The powers, preferences, rights,
qualifications, limitations and restrictions applicable to the Series D Preferred Stock are set forth in the Certificate of Designation (as defined below).
The Warrants will become exercisable for cash to purchase shares of Common Stock upon the automatic conversion of the Series D Preferred Stock into Common Stock following receipt of the requisite stockholder approval (or for shares of Series D Preferred Stock under certain circumstances) , at the applicable exercise price specified therein, in each case subject to adjustment. The Warrants will expire on the earlier of (i) 30 days following the Company’s first public disclosure of top-line results from the first-in-human clinical data from its Program 2 Phase 1 (IL-31 bispecific), such disclosure to include at least two dosing cohorts from subjects administered subcutaneous single ascending doses (n = approximately 8 per group) with at least 8 weeks post-dose follow up, similar to Phase 1 data previously generated for PRA-216 and (ii) June 30, 2028. Assuming the Warrants are exercised in full for cash at the applicable exercise price, the Company would receive additional gross proceeds of approximately $60 million. There can be no assurance that any Warrants will be exercised.
The closing of the Financing is expected to occur on October 26, 2026 (the “Financing Closing Date”), subject to customary closing conditions set forth in the Purchase Agreement including the accuracy of representations and warranties, compliance with covenants and the delivery of customary closing deliverables.
The foregoing summaries of the Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the form of Purchase Agreement and the form of Warrant, respectively, which are filed as Exhibits 10.1 and 10.3, respectively, to this Current Report on Form 8-K.
Registration Rights Agreement
In connection with the closing of the Financing, the Company will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the Company is required to prepare and file a resale registration statement with the SEC within 75 calendar days following the Financing Closing Date covering the shares of Common Stock issuable upon conversion of the Preferred Shares and the shares of Common Stock issued or issuable in respect of the Warrants, as provided therein. The Company shall use its reasonable best efforts to cause this registration statement to be declared effective by the SEC within five business days of the date the Company is notified by the SEC that the registration statement will not be reviewed (or within 60 calendar days if the SEC reviews the registration statement).
The Company has also agreed to, among other things, indemnify the Investors, each person who controls an Investor, and their respective directors, officers, members, partners, managers, employees, agents, representatives and advisors under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.
The Financing is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), promulgated thereunder, as a transaction by an issuer not involving a public offering, and Rule 506 of Regulation D. The Investors have acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the securities issued in this transaction.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 1.02 - Termination of a Material Definitive Agreement.
Lease Agreement Termination
As previously disclosed, on October 1, 2026, the Company entered into a Second Amendment to Lease (the “Second Lease Amendment”) with HCP LS Redwood City LLC, as landlord. Pursuant to the Second Lease Amendment, the financing and strategic transaction described herein triggers termination of the agreement and payment of the $4.5 million termination payment.
Item 2.01 - Completion of Acquisition or Disposition of Assets.
On October 23, 2026, the Company completed its business combination with Prana. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02 - Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The PIPE Securities (including the Warrants and shares of Common Stock (or for shares of Series D Preferred Stock under certain circumstances), in each case issuable upon exercise thereof) and shares of Series D Preferred Stock issued pursuant to the Merger
Agreement were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The PIPE Securities (including the Warrants and shares of Common Stock (or for shares of Series D Preferred Stock under certain circumstances), in each case issuable upon exercise thereof) and shares of Series D Preferred Stock issued pursuant to the Merger Agreement have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or any other securities of the Company.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
In accordance with the Merger Agreement, on October 23, 2026, effective immediately after the First Effective Time, Dr. Sheila Gujrathi was appointed to the Board as a Class II director of the Board.
Sheila Gujrathi (Age 56) has served as founder and Chief Executive Officer of Prana Therapies since March 2023 and as founder and Executive Chair of the board of directors of Lila Biologics, Inc., a privately held biopharmaceutical company, since March 2023. Dr. Gujrathi has served as a member of the boards of directors of Processa Pharmaceuticals, Inc., a publicly held biopharmaceutical company, since July 2026, BlossomHill Therapeutics, Inc., a publicly held biopharmaceutical company, since May 2026, and Janux Therapeutics, Inc., a publicly held biopharmaceutical company, since March 2021. She has also served as Executive Chair of the board of directors of Generian Pharmaceuticals, Inc., a privately held biotechnology company, since May 2023. She previously served as Executive Chair of the board of directors of Ventyx Biosciences, Inc., a publicly held biopharmaceutical company, from May 2021 until its acquisition by Eli Lilly and Company in January 2026, chair of the board of directors of ADARx Pharmaceuticals, Inc., a privately held biopharmaceutical company, from June 2020 to January 2025, chair of the board of directors of ImmPACT Bio USA Inc., a privately held biotechnology company, from December 2021 until its acquisition by Lyell Immunopharma, Inc. in October 2024, a member of the board of directors of Turning Point Therapeutics, Inc. (acquired by Bristol-Myers Squibb Company in August 2022), a then-publicly held biopharmaceutical company, from November 2017 to March 2021, and chair of the board of directors of Turning Point from April 2019 to March 2021. Dr. Gujrathi previously served as a member of the board of directors of Five Prime Therapeutics, Inc. (acquired by Amgen, Inc. in April 2021) from December 2015 to June 2019 and as a member of the board of directors of Ambrx, Inc., a then-publicly held biopharmaceutical company, from February 2014 until its acquisition by Johnson & Johnson in June 2015. Dr. Gujrathi is a Co-Founder of Gossamer Bio, Inc., a publicly held biopharmaceutical company, and served as its President and Chief Executive Officer from July 2018 to November 2020 and as its President and Chief Operating Officer from October 2015 to June 2018 and as a member of its board of directors from October 2015 to November 2020. Previously, Dr. Gujrathi was the Chief Medical Officer of Receptos, Inc., a then-publicly held biopharmaceutical company, a position she held from June 2011 until its acquisition by Celgene Corporation in August 2015. Previously, Dr. Gujrathi worked at Bristol-Myers Squibb Company, where she served as Vice President of the Global Clinical Research Group in Immunology from August 2008 to June 2011. Previously, Dr. Gujrathi worked at Genentech, Inc., where she held roles of increasing responsibility in the Immunology, Tissue Growth and Repair clinical development group from October 2002 to July 2008. From 1999 until 2002, Dr. Gujrathi was a management consultant at McKinsey & Company in the healthcare practice, where she provided strategic advice on a variety of projects in the healthcare and pharmaceutical industry. Dr. Gujrathi received her B.S. in biomedical engineering and M.D. from Northwestern University. Dr. Gujrathi completed her internal medicine internship and residency at Brigham and Women’s Hospital, Harvard Medical School and is board certified in internal medicine. Dr. Gujrathi received additional training at the University of California, San Francisco and Stanford University in their Allergy and Immunology Fellowship Program.
We believe that Dr. Gujrathi is qualified to serve on our board of directors based on her extensive service as a director of multiple biotechnology companies, and her experience as an officer in multiple public biotechnology companies.
Except as described in the Merger Agreement, there are no arrangements or understandings between Dr. Gujrathi and any other person pursuant to which he was appointed as a director of the Company. Dr. Gujrathi is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Indemnification Agreements
In connection with Dr. Gujrathi’s appointment as director, Dr. Gujrathi will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.7 to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 12, 2026.
Executive Officers
In accordance with the Merger Agreement, on October 23, 2026, effective immediately after the First Effective Time, Dr. Sheila Gujrathi was appointed as the Chief Strategy Officer of the Company.
We believe that Dr. Gujrathi is qualified to serve as Chief Strategy Officer based on her leadership as Prana’s Chief Executive Officer and her extensive experience as a leader in the biopharmaceutical industry, including as a board member of multiple biotechnology and biopharmaceutical companies.
Dr. Gujrathi has no family relationships with any of the executive officers or directors of the Company. Except as otherwise described in the Merger Agreement, there are no arrangements or understandings between Dr. Gujrathi and any other person pursuant to which he was appointed as an executive officer of the Company. Dr. Gujrathi is not party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 22, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series D Preferred Stock (the “Certificate of Designation”) in connection with the Merger and the Financing referenced in Item 1.01 above. The Certificate of Designation provides for the creation of the Company’s Series D Preferred Stock.
Holders of Series D Preferred Stock are entitled to receive dividends on shares of Series D Preferred Stock equal to, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by the General Corporation Law of the State of Delaware, the Series D Preferred Stock shall have no voting rights. However, as long as any shares of Series D Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series D Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the certificate of incorporation or amended and restated bylaws of the Company, or file any certificate of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock of the Company, in each case, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series D Preferred Stock, regardless of whether any of the foregoing actions will be by means of amendment to the certificate of incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (ii) increase or decrease (other than as a result of conversion, cancellation or retirement in accordance with the Certificate of Designation) the number of authorized shares of Series D Preferred Stock, (iii) prior to the Automatic Conversion (as defined in the Certificate of Designation) either consummate: (A) any Fundamental Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another Person or any stock sale to, or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, share exchange or scheme of arrangement) with or into another Person in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the voting power of the capital stock of the Company or surviving corporation or the parent entity of the Company or surviving corporation immediately after such transaction or in which the Company or the surviving company issues securities in such transaction that represent or are convertible into securities representing more than a majority of the voting power of the Company immediately before such transaction, (iv) prior to the Automatic Conversion, authorize or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series D Preferred Stock, (v) amend, waive or modify the Merger Agreement in any manner that would be reasonably likely to prevent, impede or materially delay stockholder approval of the Company Stockholder Matters or the Automatic Conversion or (vi) enter into any agreement with respect to any of the foregoing. Holders of shares of Common Stock acquired upon the conversion of shares of Series D Preferred Stock shall be entitled to the same voting rights as each other holder of Common Stock, except that such holders may not vote such shares upon the proposal for the Preferred Stock Conversion Proposal and, as applicable, the Nasdaq Proposals, in accordance with Rule 5635 of the listing rules of Nasdaq.
Following stockholder approval of the Company Stockholder Matters, each share of Series D Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series D Preferred Stock is prohibited from converting shares of Series D Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99% and 19.99%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion, provided that following approval of the Company Stockholder Matters, such beneficial ownership blockers may be waived by each holder of Series D Preferred Stock upon written notice to the Company to be effective on the 61st day following receipt of such notice.
If at any time after the earlier of (i) approval of the Company Stockholder Matters or (ii) nine (9) months after the initial issuance of the Series D Preferred Stock, the Company fails to deliver to the holder of the Series D Preferred Stock shares of Common Stock underlying such shares Series D Preferred Stock, then (other than in certain circumstances set forth in the Certificate of Designation), the Company will pay, at the request of such holder, an amount of cash by wire transfer of immediately available funds equal to the Fair Value (as defined in the Certificate of Designation) of such undelivered shares.
The foregoing description of the Series D Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 - Regulation FD Disclosure.
On October 23, 2026, the Company issued a press release related to the Merger and the Financing, and made available Prana’s investor presentation to be used in general corporate communications and investor communications. A copy of the press release and presentation is furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 and the presentation attached as Exhibit 99.2 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
Item 8.01 – Other Events.
BDC-4182 Phase 1 Clinical Trial Results
The Company is evaluating BDC-4182, a claudin 18.2-targeting immune-stimulating antibody conjugate, in a Phase 1 dose-escalation study in patients with previously treated metastatic gastric or gastroesophageal cancer. As of October 1, 2026, BDC-4182 has been administered with step-up dosing to 25 subjects across 4 dose levels (0.4, 0.75, 2, or 4 mg/kg) administered every 2 or 4 weeks. BDC-4182 was tolerated with mostly Grade 1/2 immune-related adverse events. No dose-limiting toxicities were observed, and a maximum tolerated dose was not reached. BDC-4182 demonstrated pharmacodynamic effects indicative of myeloid and T cell activation across all dose levels. The disease control rate (“DCR”) during dose escalation in patients administered BDC-4182 every 2 weeks with step-up dosing was 53%, with 8 of 15 evaluable patients exhibiting stable disease as their best overall response. The DCR for the final two cohorts (n=9) exploring dosing every 4 weeks is not yet available. The Company does not expect to give any additional updates on the study.
Forward Looking Statements
Certain statements contained in this Form 8-K may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words and phrases “designed to,” “may,” “might,” “can,” “will,” “to be,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “likely,” “continue,” “ongoing” or similar expressions, or the negative of such words, are intended to identify “forward-looking statements.” These forward-looking statements include, but are not limited to, statements regarding the Company, Prana, the Financing and the Merger, including the closing of the Financing, if any, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; the Company's plans to hold stockholder meeting(s) to seek approval of the Company Stockholder Matters and to file a proxy statement and other relevant materials with the SEC in connection therewith; the anticipated automatic conversion of the Series D Preferred Stock into Common Stock upon receipt of the requisite stockholder approval; the Company's plans to file a registration statement on Form S-3 (or other applicable form) to register the resale of certain shares of Common Stock and the anticipated timing of the filing and effectiveness thereof; expectations regarding or plans for the combined company’s pipeline, including its ongoing clinical trials and research and development programs; and expectations regarding the use of proceeds from the Financing and cash runway expectations therefrom, including such proceeds funding the combined company through key clinical milestones. The Company has based these forward-looking statements on its current expectations and projections about future events. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include those above in this Form 8-K and in the Company’s other filings with the SEC. Statements made herein are as of the date of the filing of this Form 8-K with the SEC and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, the Company does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.
Item 9.01 - Financial Statements and Exhibits.
(a) Financial statements of business acquired
The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The Company intends to include such financial statements by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information
The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends to include such pro forma financial information by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
Exhibit Number |
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Description |
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2.1* |
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Agreement and Plan of Merger, dated October 23, 2026, by and among Bolt Biotherapeutics, Inc., Prince Merger Sub I, Inc., Prince Merger Sub II, LLC, and Prana Therapies, Inc. |
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3.1 |
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Certificate of Designation of Series D Non-Voting Convertible Preferred Stock |
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10.1* |
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Form of Securities Purchase Agreement, dated as of October 23, 2026, by and among Bolt Biotherapeutics, Inc. and each investor listed on Exhibit A thereto |
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10.2 |
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Form of Registration Rights Agreement, by and among Bolt Biotherapeutics, Inc. and certain investors signatory thereto |
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10.3 |
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Form of Warrant to Purchase Preferred Stock or Common Stock |
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99.1 |
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Press Release issued on October 23, 2026 |
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99.2 |
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Investor Presentation, dated October 23, 2026 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Bolt Biotherapeutics, Inc. |
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Date: |
October 23, 2026 |
By: |
/s/ William P. Quinn |
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William P. Quinn |
Exhibit 99.1
Bolt Biotherapeutics Announces Acquisition of Prana Therapies and $120 Million Concurrent Private Placement to Advance PRA-216 in Multiple High-Value Inflammatory Indications
REDWOOD CITY, Calif., October 23, 2026 – Bolt Biotherapeutics, Inc. (Nasdaq: BOLT) (“Bolt” or the “Company”) today announced the acquisition of Prana Therapies, Inc. (“Prana”), a clinical-stage biotechnology company pioneering next-generation half-life-extended multispecific antibodies designed to deliver best-in-disease therapies. Following the acquisition, the Company will focus on advancing Prana’s pipeline of half-life-extended multispecific antibodies generated from its proprietary INSPIRE platform, led by PRA-216, a novel IL-4Rα/TSLP bispecific antibody currently in Phase 2 development in asthma, chronic obstructive pulmonary disease (COPD) and atopic dermatitis, with a Phase 2 study in eosinophilic esophagitis (EoE) planned.
The acquisition was structured as a sign-and-close reverse merger, in which the parties entered into a merger agreement for a stock-for-stock transaction. Concurrent with the acquisition, Bolt entered into a securities purchase agreement for a private placement financing, which includes $120 million in upfront gross proceeds for the purchase of shares of Series D non-voting convertible preferred stock and up to an additional $60 million upon exercise of accompanying warrants with a syndicate of new and existing leading healthcare institutional investors, including Deep Track Capital, ADAR1 Capital, Andreessen Horowitz (a16z), LYFE Capital, Coastlands Capital, Eventide Asset Management, Casdin Capital, Curie.Bio, SilverArc Capital, Soleus Capital, Deviation Capital and other institutional investors. The proceeds from the private placement are expected to fund operations into 2028 and through multiple anticipated clinical and preclinical milestones.
“We built the INSPIRE platform to realize the potential of multispecific antibodies as medicines, combining complementary biology with the properties needed to deliver both greater efficacy and a better treatment experience for patients. PRA-216 is our flagship program, designed for best-in-disease efficacy together with the convenience of infrequent, at-home dosing,” said Sheila Gujrathi, M.D., Co-Founder and former Chief Executive Officer of Prana, and newly appointed Chief Strategy Officer. “This transaction and financing provide the resources to advance PRA-216 through multiple Phase 2 readouts in 2027 while continuing to expand our INSPIRE pipeline. We are grateful for the support of our new and existing investors as we enter this next stage of development.”
“We believe the acquisition of Prana provides a compelling opportunity for Bolt stockholders to participate in the potential of a differentiated, clinical-stage pipeline addressing large markets, beginning in inflammatory disease,” said Willie Quinn, Chief Executive Officer of Bolt Biotherapeutics. “We have been impressed by Prana’s team, the clinical profile demonstrated by PRA-216 to date, and the broader potential of the INSPIRE platform. We look forward to the opportunities ahead for the company.”
Prana’s Pipeline Overview and Development Milestones
Prana’s focus is to develop the next generation of half-life-extended multispecific antibodies designed to deliver best-in-disease therapies. The lead program, PRA-216, is a fully human, half-life-extended bispecific antibody targeting IL-4Rα and TSLP and is the first clinical program generated from Prana’s proprietary INSPIRE platform. PRA-216 combines broad downstream blockade of both IL-4 and IL-13 signaling (through IL-4Rα blockade) with upstream TSLP inhibition to address complementary drivers of inflammation.
Prana disclosed data from the Phase 1 healthy volunteer study of PRA-216 as a late-breaking abstract at the 2026 European Respiratory Society. PRA-216 was well tolerated and demonstrated rapid, deep, and durable pharmacodynamic activity across multiple key Type 2 inflammatory biomarkers including pSTAT6, serum TARC, blood eosinophils, and IgE. PRA-216 also demonstrated bioavailability and extended exposure supporting the potential for convenient, at-home maintenance dosing every eight to 12 weeks. Phase 2 development in asthma, COPD, and atopic dermatitis has been initiated, with a Phase 2 study in EoE planned, and with patient data from all four trials expected beginning in the second quarter of 2027 and continuing through the fourth quarter of 2027.
PRA-216 provides the first clinical validation of Prana’s INSPIRE platform. INSPIRE continues to generate a pipeline of half-life-extended, fully IgG-based multispecific antibodies designed to overcome key limitations of conventional multispecific formats, including challenges with half-life, stability, manufacturability, immunogenicity, and subcutaneous delivery.
Prana’s second program is an IL-31 containing bispecific antibody being developed initially for atopic dermatitis. First-in-human studies in healthy volunteers and patients are expected to begin in the second half of 2027, with clinical data also expected in the second half of 2027.
Two additional undisclosed pipeline programs are expected to advance toward IND-enabling development by the second half of 2027.
About the Transactions
The acquisition was structured as a stock-for-stock transaction via sign-and-close reverse merger, pursuant to which all outstanding equity interests of Prana were exchanged based on a fixed exchange ratio for a combination of 430,746 shares of Bolt common stock and 16,360.929 shares of Series D non-voting convertible preferred stock (representing 16,791,675 shares of Bolt common stock on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations).
Concurrent with the acquisition, Bolt entered into a definitive agreement for a private placement financing to raise $120 million in gross proceeds, for the purchase of 13,995.311 shares of Series D non-voting convertible preferred stock (or 13,995,311 shares of Bolt common stock on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations) at a price of $8,574.30 per share (or $8.5743 per share on an as-converted basis) and up to an additional $60 million upon exercise of accompanying warrants to purchase up to 6,997,655 shares of common stock (or shares of Series D non-voting convertible preferred stock under certain circumstances), in each case at an exercise price of $8,574.30 per Series D share (or $8.5743 per share on an as-converted basis), in each case as described below. The private placement is expected to close on October 26, 2026.
Subject to Bolt stockholder approval in accordance with Nasdaq listing rules, each share of Series D non-voting convertible preferred stock will automatically convert into 1,000 shares of Bolt common stock, subject to certain
beneficial ownership limitations set by each holder, and after conversion, each warrant will then become exercisable for shares of common stock, subject to certain beneficial ownership limitations set by each holder.
The acquisition was approved by the Board of Directors of Bolt and the Board of Directors and stockholders of Prana. The closings of the acquisition and the private placement were not subject to the approval of Bolt’s stockholders. The approval of Bolt’s stockholders is required, among other things, under the terms of the Series D non-voting convertible preferred stock in order for the Series D non-voting convertible preferred stock to be converted into shares of Bolt’s common stock, and Bolt is required to hold a stockholder meeting for such vote. The warrants issuable upon closing of the private placement will become exercisable for cash to purchase shares of common stock upon the automatic conversion of the Series D non-voting convertible preferred stock into common stock following receipt of the requisite stockholder approval (or shares of Series D non-voting convertible preferred stock under certain circumstances), at the applicable exercise price specified therein. The warrants will expire on the earlier of (i) 30 days following the company’s first public disclosure of top-line results from the first-in-human clinical data from its Program 2 Phase 1 (IL-31 bispecific), such disclosure to include at least two dosing cohorts from subjects administered subcutaneous single ascending doses (n = approximately 8 per group) with at least 8 weeks post-dose follow up, similar to Phase 1 data previously generated for PRA-216 and (ii) June 30, 2028.
As a result of the transactions, equity holders of Bolt immediately prior to the acquisition will own approximately 6.9% of Bolt’s common stock, equity holders of Prana immediately prior to the acquisition will own approximately 51.7% of Bolt common stock and investors in the private placement financing will own approximately 41.4% of Bolt common stock, in each case, calculated on a fully-diluted basis (without giving effect to any beneficial ownership limitations and assuming the conversion in full of the Series D non-voting convertible preferred stock into common stock) using the treasury stock method and based on the implied equity values of Bolt and Prana. On an as-converted basis and after accounting for these transactions (and without giving effect to any beneficial ownership limitations), the total number of shares of Bolt common stock (including shares underlying the Series D non-voting convertible preferred stock) will be approximately 34,183,982.
Following receipt of the $120 million in upfront gross proceeds from the private placement, Bolt is expected to have projected cash runway into 2028.
Management and Board of Directors
In connection with the closing of the merger, Sheila Gujrathi, M.D., Prana’s Co-Founder and former Chief Executive Officer, has been appointed Chief Strategy Officer of Bolt and has joined the Bolt Board of Directors.
Advisory and Legal Counsel
Jefferies LLC, TD Cowen, Stifel, and LifeSci Capital are serving as placement agents for the concurrent private placement financing. Tungsten Advisors is also serving as financial advisor and placement agent to Prana. Cooley LLP is serving as legal counsel to Prana. Sidley Austin LLP is serving as legal counsel to Bolt. Lake Street Capital Markets provided a fairness opinion to Bolt’s Board of Directors. Gibson, Dunn & Crutcher LLP is serving as legal counsel to the placement agents.
Conference Call and Webcast
Bolt will host a conference call and webcast on Monday, October 26, 2026 at 8:30 a.m. ET to discuss the transaction, financing, and the company’s pipeline.
To listen to the live webcast, or access the archived webcast and accompanying presentation, please visit: https://investors.boltbio.com/news-and-events/events-and-presentations. Following the live webcast, a replay will be available on Bolt’s website.
About Bolt Biotherapeutics, Inc.
Bolt Biotherapeutics is a clinical-stage biotechnology company pioneering a new generation of half-life-extended multispecific antibodies designed to deliver best-in-disease therapies. Through the proprietary INSPIRE platform it acquired from Prana Therapies, the company combines complementary therapeutic mechanisms in fully IgG-based molecules designed for differentiated efficacy, extended exposure, and convenient dosing.
The company’s lead program, PRA-216, is a novel IL-4Rα/TSLP bispecific antibody currently in Phase 2 development in asthma, chronic obstructive pulmonary disease, and atopic dermatitis, with a fourth Phase 2 study planned in eosinophilic esophagitis. In addition to PRA-216, Bolt Biotherapeutics is advancing a wholly owned pipeline of additional INSPIRE-based multispecific programs across diseases with significant unmet need.
For more information, please visit https://www.boltbio.com/.
Forward-Looking Statements
This press release contains forward-looking statements about us and our industry that involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this press release, including, without limitation, statements regarding Bolt, Prana, the concurrent private placement financing and the acquisition of Prana by Bolt (the “Transactions”) and other matters, including, without limitation, statements regarding: the Transactions, including the closing of the concurrent private placement financing, including any additional gross proceeds that may be received upon exercise, if any, of accompanying warrants, if any, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations regarding or plans for the company’s pipeline, including its ongoing and planned clinical trials, research and development programs and the expected timing for key milestones, including the release of clinical data; the potential benefits of PRA-216 and Prana’s other clinical programs; and expectations regarding the use of proceeds from the concurrent private placement financing and cash runway expectations therefrom, including such proceeds funding the company through key clinical milestones; and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “on track,” “plan,” “potential,” “predict,” “project,” “should,” “will,” or “would,” or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing our estimates as of any subsequent date. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: the company’s ability to consummate the private placement financing or realize the anticipated benefits from the transactions, including as a result of its failure to receive the requisite stockholder approvals; investors in the private placement may not exercise their warrants and the company may not receive any additional proceeds therefrom; the potential product candidates that we develop may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this press release; such product candidates may not be beneficial to patients or become commercialized; and our ability to maintain our current collaborations and establish further collaborations. These risks are not exhaustive. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Further information on factors that could cause actual results to differ materially from the results anticipated by our forward-looking statements is included in the reports we have filed or will file with the Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These filings, when available, are available on the investor relations section of our website at investors.boltbio.com and on the SEC’s website at www.sec.gov.
Contacts
Christina Trout
VP, Corporate Development
investors@pranatherapies.com
Matthew DeYoung
Argot Partners
(212) 600-1902
boltbio@argotpartners.com
Company Transaction & Overview Bolt Biotherapeutics and Prana Therapies October 23, 2026
Disclosures This Presentation has been prepared by Bolt Biotherapeutics, Inc. ("Bolt") and Prana Therapies, Inc. ("Prana" and, together with Bolt and each of Bolt's and Prana’s subsidiaries, the "combined company") and contains information pertaining to the business and operations of the combined company. The information contained in this Presentation: (a) is provided as at the date hereof, is subject to change without notice, and is based on publicly available data and internally developed data as well as third party information from other sources; (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in the combined company; (c) is not to be considered a recommendation by the combined company that any person make an investment in the combined company; (d) is provided for informational purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities of the combined company in any jurisdiction in which such offer, solicitation or sale would be unlawful. Where any opinion or belief is expressed in this Presentation, it is based on certain assumptions and limitations and is an expression of present opinion or belief only. This Presentation should not be construed as legal, financial or tax advice to any individual, as each individual's circumstances are different. This Presentation is for informational purposes only and should not be considered a solicitation or recommendation to purchase, sell or hold a security. Certain matters discussed in this Presentation may contain forward-looking statements that are, by their nature, subject to significant risks and uncertainties. Forward-looking statements can be identified by words such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “seek,” “estimate,” “potential” or the negative of these terms or other similar terms. Forward-looking statements in this Presentation include, but are not limited to, statements about: Bolt, Prana, the private placement financing and the acquisition of Prana by Bolt (the "Transactions"), including the closing of the private placement financing, if any, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations regarding the use of proceeds from the private placement financing and cash runway expectations therefrom, including such proceeds funding the combined company through key clinical milestones; the combined company’s product candidates (including PRA-216) and the potential benefits thereof; planned and ongoing preclinical and clinical studies, including the timing for IND filings, study initiations and topline results and other future development milestones; expected regulatory pathways; potential market opportunities; and expectations regarding patent protection and exclusivity. Such forward-looking statements reflect the current views of the combined company’s management regarding future events; they are not guarantees of future performance. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially and adversely from results expressed or implied by this Presentation, including, among others: the inability to complete the Transactions, including the private placement financing and the ability to obtain the requisite post-closing stockholder approvals; costs related to the proposed Transactions; the ability to maintain the listing of Bolt's common stock on The Nasdaq Capital Market and comply with applicable continued listing requirements; the ability to successfully integrate the businesses and operations of Bolt and Prana and realize the anticipated benefits of the Transactions; potential litigation, stock price volatility or disruption to the combined company’s operations related to the Transactions; the ability of the combined company to obtain sufficient additional capital to further advance its clinical programs; the ability of the combined company’s clinical trials to demonstrate acceptable safety and efficacy of its product candidates and other positive results; the progress of the combined company’s preclinical studies and clinical trials; risks related to clinical development and regulatory approval of the combined company’s product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; the combined company’s history of operating losses and potential need for additional financing; the size of the market opportunities for the combined company’s product candidates; competition in the combined company’s industry; upcoming data readouts and clinical trials planned for PRA-216; changes in applicable laws or regulations and other risks and uncertainties from time to time described in Bolt's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2026 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 11, 2026, including those under the "Risk Factors" section therein, and in Bolt's other filings with the SEC, including any subsequent filings relating to the Transactions. The combined company assumes no obligation to update any forward-looking information contained in this Presentation. Certain information contained in this Presentation related to or are based on studies, publications and other data obtained from third party sources as well as our own internal estimates and research. While the combined company believes that such third-party sources are reliable, there can be no assurance as to the accuracy or completeness of the indicated information. The combined company has not independently verified the information provided by such third-party sources. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM or © or ® symbols, but the combined company will assert, to the fullest extent under applicable law, the rights of the owners to these trademarks, service marks, trade names and copyrights.
The acquisition of Prana Therapies was structured as a sign-and-close reverse merger whereby all of Prana's outstanding equity interests were exchanged for a combination of shares of Bolt Biotherapeutics common stock and a newly created Series D non-voting convertible preferred stock. Concurrent with the acquisition of Prana, Bolt expects to close a private placement of $120 million with a group of institutional accredited investors including Deep Track Capital, ADAR1 Capital, Andreessen Horowitz (a16z), LYFE Capital, Coastlands Capital, Eventide Asset Management, Casdin Capital, Curie.Bio, SilverArc Capital, Soleus Capital, Deviation Capital and other institutional investors. Bolt Biotherapeutics Announces Acquisition of Prana Therapies The Company expects to use the proceeds from the private placement to fund continued clinical development of PRA-216 across asthma, COPD, atopic dermatitis, and EoE through Phase 2 proof-of-concept readouts and toward Phase 3 initiation including later phase CMC; advance Program 2 through candidate nomination and first-in-human development; and progress the discovery platform, as well as general corporate purposes. Continuing leadership includes Willie Quinn, Chief Executive Officer, Grant Yonehiro, Chief Operating Officer, and Sheila Gujrathi, Chief Strategy Officer. Dr. Gujrathi has also joined Bolt's Board as a director. Management and Board Use of Proceeds Overview
Prana Therapies: Advancing Next-Generation Multispecific Antibodies with Best-in-Disease Potential WHOLLY-OWNED PLATFORM · LEAD PROGRAM IN PHASE 2 · CLEAR PATH TO VALUE CREATION PRA-216 Multiple Phase 2 readouts expected Q2-Q4 2027 Phase 2 Lead Program: IL-4Ra x TSLP bispecific INSPIRE Enabling a differentiated, wholly-owned pipeline Platform Proprietary, fully IgG-based multispecific platform Team Proven drug development and execution expertise Leadership Experienced leadership team Capital Significant clinical milestones expected throughout 2027 Catalysts Capital to advance multiple programs
Prana’s Proprietary, Wholly-Owned, INSPIRE Platform is Designed to Power the Next Wave of Multispecific Therapeutics Elevated Clinical Outcomes Optimized PK & Dosing Clinically Validated Drug Properties Scalable Pipeline Generation Validated Biology Multi-target combinations designed to overcome efficacy ceilings Extended Half-Life Extended exposure and durability designed to enable infrequent, single, at-home injection IgG-based Design Leverages established mAb architecture to support stability, manufacturability, high-concentration formulation, and low immunogenicity risk Modular Architecture Rapid generation of potentially differentiated products across therapeutic areas PK – Pharmacokinetics; mAb – Monoclonal Antibody; IgG – Immunoglobulin G
Experienced Leadership with a Proven Track Record in Biologics Innovation and Value Creation Prana's Leadership Team Sheila Gujrathi Founder & Chief Executive Officer Hector Ortega Chief Medical Officer Ryan Sullivan Chief Scientific Officer Miguel Sanjuan Founder & Strategic Scientific Advisor Christina Trout VP Corporate Development
Clinically Validated Platform Driving Anticipated Near-Term Clinical Inflections and Potential Multi-TA Pipeline Expansion PROGRAM PRECLINICAL PHASE 1 PHASE 2 PHASE 3 IMMUNOLOGY & INFLAMMATION Atopic Disease PRA-216 IL-4Rα x TSLP Program 2 IL-31 x Undisclosed INSPIRE DISCOVERY ENGINE Multiple Discovery and Preclinical-Stage Programs Across Therapeutic Areas Patient Data x4: Q2-Q4 2027 Ph3-Ready Expected Early 2028 IND-Enabling: Programs 3 & 4 2H 2027 FIH & Data: HV & AD 2H 2027 EXPECTED CATALYSTS: Asthma COPD Atopic Dermatitis Eosinophilic Esophagitis (planned) Atopic Dermatitis FIH – First-in-Human; HV – Healthy Volunteers; AD – Atopic Dermatitis; IND – Investigational New Drug
PRA-216 Is Designed for Large, Clinically Validated Markets With Significant Opportunity to Improve Clinical Outcomes The results are presented from different clinical trials at different points in time with different trial designs. No head-to-head trials have been conducted among the results shown and cross-trial comparisons must be interpreted with caution. As a result, conclusive cross-trial comparisons cannot be made; 1 Patient populations: Global Prevalence: Asthma Yang 2025, COPD Adeloye 2022, AD Tian 2023, US+EU5+Japan Prevalence: Sanofi Epidemiology 2023 Report; 2 Market sizes: Global Total Market Size, Asthma 2023, AD 2025 – Source: Grand View Research, COPD 2023 – Source: GlobalData; 3 Asthma and COPD Exacerbation Data: Drug Labels, Singh D et al 2024 monotherapy efficacy ceilings (TSLP) (IL-4Rα) (IL-5Rα) (IL-5) N/A MARKET OPPORTUNITY1,2 Asthma $26.4B global market 262M patients globally · 47M US/EU5/JP COPD $17.4B global market 392M patients globally · 23M US/EU5/JP Atopic Dermatitis $19.4B global market 204M patients globally · 17M US/EU5/JP MONOTHERAPY EFFICACY CEILING3 PRA-216 is designed to break through efficacy ceilings by combining the most clinically validated targets in respiratory disease
PRA-216 Combines the Most Clinically Validated Alarmin and Type 2 Cytokine Pathways in Asthma and COPD Blocks alarmin-driven initiation IL-4Rα pathway TSLP pathway TARGET PRODUCT PROFILE Blocks both IL-4 and IL-13 signaling Upstream · Epithelial alarmin Downstream · Type 2 effector Greater efficacy Combining the right targets to achieve superior clinical outcomes Broader disease coverage Potential to treat heterogeneous and comorbid populations across the atopic march Patient convenience Potential Q8-12W dosing via a single at-home auto-injector Th2 Diff. Amplifi-cation Effector function IgE Prod. Mucus & Remodel. Clinical Efficacy IL-4 + IL-13 ++ ++ ++ ++ ++ ++ IL-13 +/- - + +/- ++ +/- IL-4Rα BLOCKADE HAS BEEN SUPERIOR VS IL-131 COMPLEMENTARY, NON-REDUNDANT BIOLOGY 1 Hanania et al 2016, Sahnoon et al 2025; Barnes et al 2008, Panettieri et al 2018; Q8-12W – Every 8 to 12 weeks IL-4Rα IL-13 IL-4 TSLPR TSLP
PRA-216 is Potentially Differentiated on Both Target Biology and Exposure Vs. Clinical-Stage Competitors Designed for sustained target coverage with single SC Q8-12W dosing PRA-216 IL-4Rα x TSLP Designed for broad and deep pathway blockade Broad biology IL-4Rα x TSLP Extended exposure, Durable target coverage (Q8-12W) Wrong targets, Insufficient exposure Right targets, Insufficient exposure Narrower biology IL-13 x TSLP Shorter exposure, Lack of target coverage (Q2-4W) Wrong targets, Sufficient exposure Broad pathway blockade Early induction activity Coverage wanes in maintenance More frequent chronic dosing Potential across subpopulations & comorbidities Single SC injection Q8-12W potential Durable maintenance coverage observed Narrower pathway blockade Limited patient breadth Coverage wanes in maintenance Narrower pathway blockade Limited patient breadth Durable, but incomplete coverage Right targets, Sufficient exposure
Prana’s INSPIRE Format is Designed to Deliver Enhanced In Vivo PK Relative to Other Formats Average parameters from individual animal fits to 2 compartment PK model Animals omitted if poor fit / suspected early ADA Molecule Format CL (mL/kg/h) Beta t1/2 (days) PRA-216 [YTE] INSPIRE 0.06 32 C’ scFv [YTE] 0.21 9 N’ scFv [YTE] 0.36 4 Dupilumab* 0.12 17 *The head-to-head comparisons presented on this slide are from an internal preclinical study using internally produced surrogate molecules of dupilumab. Preclinical results, including those based off surrogate molecules, may not be predictive of clinical outcomes and accordingly, these data should be interpreted with caution.
Safety Results1 Study Schematic Phase 1 Observation Safety Findings SAEs/AESIs None Grade ≥3 TEAEs None ISRs or Local pain None Conjunctivitis None Phase 2 underway based on these promising PK, PD, and Safety Data 600mg 600mg 1200mg 600mg SAD SC MAD SC (Q2Wx3) SAD IV Double-blind, placebo-controlled N=57; n=8 per group (6:2) Healthy volunteers with elevated baseline FeNO Baseline characteristics and demographics as expected Study Characteristics PRA-216 Demonstrates Favorable Safety and Tolerability Profile In Phase 1 Trial Q2Wx3 = 1 dose every 2 weeks for 3 doses in total; SAD Single Ascending Dose; MAD Multiple Ascending Dose, IV intravenous, SC subcutaneous SAE serious adverse events; AESI adverse events of special interest; TEAE treatment emergent adverse events, ISR injection site reaction, PK pharmacokinetic, PD pharmacodynamic, 1 Safety Findings as of September 1, 2026 300mg 300mg 300mg
PRA-216 Phase 1 PK Profiles Demonstrated Sustained Exposure and Support Extended Dosing Potential IV intravenous, SC subcutaneous, PK pharmacokinetic, TMDD target mediated drug disposition, LLOQ lower limit of quantification, ADA Anti-Drug Antibodies PRA-216's Exposure was High and Sustained above the TMDD Threshold, with Compelling SC Exposure, 85% Bioavailability, and 2.3% Low-Titer ADA Across Study Exposure beyond Q8W Mean + SD shown dose
Phase 2: Will evaluate Q8W maintenance; future Q12+W regimens may be enabled by PD durability 600mg Q8W maintenance is modeled to: Exceed target exposure (clinical-response EC90) Maintain receptor occupancy at Ctrough Modeling assumes no pharmacologic synergy between the two targets Intended commercial presentation: infrequent, at-home, single injection PRA-216 PK Exposure Profile Potentially Enables Q8-12W Maintenance Dosing Dashed Lines indicate the Molar-Adjusted EC90 Exposure for dupilumab and tezepelumab Induction (Q2W x 3) Maintenance (Q8W) Tezepelumab EC90 15.4 mg/mL: Ly et al JCP 2021; Dupilumab EC90 15.8 mg/mL: AusPAR 2022; both molar-adjusted to PRA-216 molecular weight. Based on internal modeling.
50% Serum TARC 100% Blood Eosinophils 25% Serum IgE Suggests potential for Broad and Deep Type 2 inflammatory control through upstream and downstream pathway inhibition PRA-216 Demonstrated Rapid, Deep, and Durable Responses in Key Type 2 Serum and Blood Biomarkers Through Week 12 up to up to up to
PRA-216 Phase 1 Data Met or Exceeded Trial Objectives COPD Chronic Obstructive Pulmonary Disease, AD Atopic Dermatitis EoE Eosinophilic Esophagitis, NHV Normal Healthy Volunteer, PoC Proof of Concept, ADA Anti-drug Antibodies GOAL Demonstrate differentiated bispecific PK profile Results Potential Best-in-Class PK differentiated from benchmark bispecifics Exposure supports Q8-12W dosing Results Results Robust, rapid, and durable responses observed in key Type 2 biomarkers including serum TARC and IgE, and blood eosinophils Favorable & well-tolerated with no SAEs, ISRs or conjunctivitis Very low ADA with no impact on PD GOAL Establish favorable safety profile GOAL Demonstrate robust PD activity in NHV Clinical data support rapid progression to Phase 2, positioning PRA-216 as a potential best-in-disease therapy in Asthma, COPD, AD and EoE
Prana Therapies: Advancing Next-Generation Multispecific Antibodies with Best-in-Disease Potential WHOLLY-OWNED PLATFORM · LEAD PROGRAM IN PHASE 2 · CLEAR PATH TO VALUE CREATION PRA-216 Multiple Phase 2 readouts expected beginning Q2-Q4 2027 Phase 2 Lead Program: IL-4Ra x TSLP bispecific INSPIRE Enabling a differentiated, wholly-owned pipeline Platform Proprietary, fully IgG-based multispecific platform Team Proven drug development and execution expertise Leadership Experienced leadership team Capital Significant clinical milestones expected throughout 2027 Catalysts Capital to advance multiple programs | 17 Expected Catalysts Q2-Q4 2027 PRA-216 Phase 2 PoC Asthma | COPD | AD | EoE 2H27 Program 2 FIH and Data Healthy Volunteer | AD Programs 3 & 4 IND-enabling Early 2028 PRA-216 Ph3-ready
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