Bolt Biotherapeutics: acquires Prana Therapies

What happened

• Bolt Biotherapeutics filed an 8-K reporting that on Oct 23, 2026 it acquired Prana Therapies, Inc. under an Agreement and Plan of Merger dated Oct 23, 2026. The merger involved First Merger Sub merging with and into Prana (Prana surviving), followed immediately by Prana merging with and into Second Merger Sub (Second Merger Sub surviving). The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
• Following the closing, the company issued to Prana stockholders an aggregate of 430,746 shares of common stock and 16,360.929 shares of Series D non-voting convertible preferred stock, each share of which is convertible into 1,000 shares of common stock, subject to certain conditions.
• In accordance with the Merger Agreement, Dr. Sheila Gujrathi was appointed as a Class II director of the board and as chief strategy officer, effective immediately after the first merger became effective on Oct 23, 2026.
• The filing also reports that a Second Lease Amendment triggered termination of the lease and a termination payment of $4,500,000, and it discloses Phase 1 clinical data for BDC-4182: as of Oct 1, 2026, BDC-4182 was administered to 25 subjects across 4 dose levels, with no dose-limiting toxicities observed, maximum tolerated dose not reached, pharmacodynamic effects observed, and a disease control rate of 53% in patients dosed every 2 weeks with step-up dosing (8 of 15 evaluable patients with stable disease).

Key details

• Merger and Merger Agreement dated Oct 23, 2026; merger structure involved two merger subentities and intended U.S. tax-free reorganization.
• Securities issued at closing: 430,746 shares of common stock and 16,360.929 shares of Series D non-voting convertible preferred stock (convertible into 1,000 common shares per preferred share, subject to conditions).
• Lease termination payment: $4,500,000 triggered by the financing and strategic transaction described in the filing.
• BDC-4182 Phase 1: 25 subjects dosed across 4 dose levels (0.4, 0.75, 2, 4 mg/kg); no DLTs; MTD not reached; DCR 53% in the dose-escalation group dosed every 2 weeks with step-up dosing (8 of 15 evaluable patients).

Why it may matter

• Item 1.01 reports the Agreement and Plan of Merger and related terms for the acquisition of Prana Therapies.
• Item 1.02 reports termination of a material definitive agreement (Second Lease Amendment) and the related $4,500,000 termination payment.
• Item 2.01 reports completion of the acquisition of Prana Therapies.
• Item 3.02 reports unregistered sales of equity securities (issuance of common and Series D preferred stock to Prana stockholders).
• Item 5.02 reports the appointment of Dr. Sheila Gujrathi as a director and as chief strategy officer.
• Item 5.03 reports the filing of a Certificate of Designation for the Series D preferred stock on Oct 22, 2026.
• Item 7.01 furnishes a press release and investor presentation related to the merger and financing.
• Item 8.01 discloses BDC-4182 Phase 1 clinical trial results as of Oct 1, 2026. This filing does not show why the insider traded or why the company acted.