Bolt Projects (NASDAQ: BSLK) sells stock, prefunded warrants for $4.25M

Rhea-AI Filing Summary

Bolt Projects Holdings, Inc. entered into a securities purchase agreement with institutional investors to sell 913,979 shares of common stock, or prefunded warrants in lieu of shares, at $4.65 per share. Each prefunded warrant was sold for $4.6499 with a nominal exercise price of $0.0001, can be exercised for cash or on a cashless basis, and has no expiration date, subject to 4.99% or 9.99% ownership limits per investor. The transaction closed with approximately $4.25 million in gross proceeds to the company. Bolt Projects also agreed under a registration rights agreement to file a resale registration statement for the shares and warrant shares within ten days of the purchase agreement and to use reasonable best efforts to have it declared effective within specified SEC review timelines.

Insights

Capital markets analyst

Bolt raises about $4.25M via shares and prefunded warrants with immediate exercisability and resale registration rights.

Bolt Projects Holdings, Inc. completed a private financing by agreeing to issue 913,979 common shares or prefunded warrants at $4.65 per share equivalent, generating approximately $4.25 million in gross proceeds. Prefunded warrants are structured with a de minimis $0.0001 exercise price and no expiration, effectively functioning like equity once exercised.

The warrants are exercisable from the closing date but constrained by 4.99% or 9.99% beneficial ownership caps, which can moderate how quickly any single investor increases its stake. A registration rights agreement commits the company to file a resale registration statement within ten days and target effectiveness within 45 or 75 days, depending on SEC review.

The use of Section 4(a)(2) and Regulation D exemptions indicates a private offering to accredited investors, while future warrant share issuances may rely on Section 3(a)(9) for cashless exercises. Overall, this adds cash to the balance sheet while creating potential future share issuance tied to warrant exercises.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 14, 2025

Bolt Projects Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40223

86-1256660

(State or other jurisdiction  of incorporation)

(Commission File Number)

(I.R.S. Employer  Identification No.)

2261 Market Street, Suite 5447 San Francisco, CA						94114
(Address of principal executive offices)						(Zip Code)

(415) 325-5912

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

BSLK

The Nasdaq Stock Market LLC

Warrants, each 20 whole warrants exercisable for one share of Common stock at an exercise price of $230.00

BSLKW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed by Bolt Projects Holdings, Inc. (the “Company”) on August 14, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) on August 14, 2025 with the investors named therein (the “Investors”) pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 913,979 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) for $4.65 per share or, in lieu of Shares, pre-funded warrants (the “Warrants”) to purchase shares (the “Warrant Shares”) of the Common Stock (the “Transaction”). Each Warrant was sold at a price of $4.6499 per Warrant with an initial exercise price of $0.0001 per Warrant, subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting the Common Stock. The Warrants can be exercised on a cash or on a cashless basis, and the Warrants have no expiration date. The Warrants became exercisable beginning on the Closing Date (as defined below), subject to a restriction preventing any Investors from beneficially owning more than 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon the exercise of the Warrant. The Transaction closed on August 15, 2025 (the “Closing Date”) with aggregate gross proceeds to the Company of approximately $4.25 million, prior to deducting placement agent fees and other offering expenses payable by the Company.

Rodman & Renshaw LLC acted as the Company’s exclusive placement agent in connection with the Transaction.

Under the terms of the registration rights agreement entered into among the Company and the Investors in connection with the Transaction (the “Registration Rights Agreement”), the Company has agreed to file a registration statement covering the resale of the Shares and Warrant Shares within ten (10) calendar days after the date of the Purchase Agreement (the “Filing Deadline”) and to use reasonable best efforts to cause the registration statement to be declared effective (A) in the event that the SEC does not review the registration statement, forty-five (45) calendar days after the date of the Purchase Agreement, or (B) in the event that the SEC reviews the registration statement, seventy-five (75) calendar days after the date of the Purchase Agreement (but in any event, no later than the fifth (5) trading day following the SEC indicating that it will not review the registration statement or has no further comments on the registration statement).

The Purchase Agreement and form of Warrant described above include customary representations, warranties and covenants by the Company and the Investors, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing descriptions of the form of Purchase Agreement, form of Registration Rights Agreement and form of Warrant do not purport to be complete and are qualified by reference to the full text of such agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 4.1, respectively, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02. The Transaction was conducted in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. Any issuance of Warrant Shares upon exercise of the Warrants pursuant to a cashless exercise will be made pursuant to Section 3(a)(9) of Securities Act. Any other issuance of Warrant Shares upon exercise of the Warrants will be made pursuant to Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
4.1						Form of Pre-funded Warrant
10.1*						Form of Purchase Agreement
10.2*						Form of Registration Rights Agreement
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

1

*    Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the Commission upon request.

2

SIGNATURE

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.

			BOLT PROJECTS HOLDINGS, INC.
Date: August 19, 2025			By:			/s/ Daniel Widmaier
			Name:			Daniel Widmaier
			Title:			Chief Executive Officer

3

FAQ

What financing transaction did Bolt Projects Holdings, Inc. (GAMCW) announce in this 8-K?

Bolt Projects Holdings, Inc. entered into a securities purchase agreement with investors to sell 913,979 shares of common stock, or prefunded warrants in lieu of shares, at $4.65 per share in a private transaction.

How much capital did Bolt Projects Holdings, Inc. (GAMCW) raise in this private offering?

The company closed the transaction with approximately $4.25 million in aggregate gross proceeds, before paying placement agent fees and other offering expenses.

What are the key terms of the prefunded warrants issued by Bolt Projects Holdings, Inc. (GAMCW)?

Each prefunded warrant was sold for $4.6499, has an initial exercise price of $0.0001, can be exercised for cash or on a cashless basis, has no expiration date, and is subject to 4.99% or 9.99% beneficial ownership limits per investor.

What registration rights did Bolt Projects Holdings, Inc. (GAMCW) grant to investors?

The company agreed to file a registration statement for the resale of the shares and warrant shares within 10 calendar days of the purchase agreement and to use reasonable best efforts to have it declared effective within 45 or 75 days, depending on SEC review.

Under which securities law exemptions did Bolt Projects Holdings, Inc. (GAMCW) conduct this offering?

The initial sale of shares and warrants relied on Section 4(a)(2) of the Securities Act and/or Regulation D, while any cashless warrant exercises are expected to rely on Section 3(a)(9), and other warrant share issuances on Section 4(a)(2).

Who acted as placement agent for Bolt Projects Holdings, Inc. (GAMCW) in this transaction?

Rodman & Renshaw LLC served as the company’s exclusive placement agent in connection with the securities purchase transaction.

What ownership limits apply to investors exercising prefunded warrants of Bolt Projects Holdings, Inc. (GAMCW)?

The warrants include a restriction that prevents any investor from beneficially owning more than 4.99% or 9.99%, as applicable, of the company’s outstanding common stock immediately after giving effect to the warrant share issuance.