Transactions position the company to advance Prana’s pipeline of next-generation, half-life-extended multispecific antibodies enabled by its proprietary INSPIRE platform
- PRA-216 is a novel IL-4Rα/TSLP bispecific antibody currently in Phase 2 development for asthma, COPD, and atopic dermatitis, with a Phase 2 study in EoE planned; patient data from all four trials expected beginning in the second quarter of 2027
- Concurrent private placement of $120 million in upfront financing with the potential to receive up to an additional $60 million upon exercise of accompanying warrants secured from leading healthcare institutional investors is expected to fund operations into 2028
- Following the transaction, Sheila Gujrathi, M.D., Prana’s Co-Founder and former Chief Executive Officer, will join Bolt’s executive team and Bolt’s Board of Directors
- Bolt to host conference call and webcast on October 26, 2026 at 8:30 a.m. ET
REDWOOD CITY, Calif., Oct. 23, 2026 (GLOBE NEWSWIRE) -- 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.
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.