Bolt Biotherapeutics to Acquire Prana Therapies in Stock-For-Stock Merger

Bolt Biotherapeutics, Inc. announced on October 23, 2026, that it has entered into a definitive agreement to acquire Prana Therapies, Inc. The transaction is structured as a sign-and-close reverse merger, wherein First Merger Sub I, Inc. merged with and into Prana, with Prana becoming a wholly owned subsidiary of Bolt. The acquisition is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

Under the terms of the Merger Agreement, Prana stockholders will receive an aggregate of 430,746 shares of Bolt common stock and 16,360.929 shares of Series D Non-Voting Convertible Preferred Stock. Each share of Series D Preferred Stock is convertible into 1,000 shares of Bolt common stock. Following the closing, assuming the conversion of the Series D Preferred Stock, former Prana equityholders will own approximately 88.2% of Bolt’s common stock, while pre-transaction Bolt equityholders will own approximately 11.8%.

Concurrent with the acquisition, Bolt entered into a Securities Purchase Agreement to raise gross proceeds of $120 million. The financing involves the sale of 13,995.311 shares of Series D Preferred Stock and warrants to purchase an additional 6,997,655 shares of common stock or Series D Preferred Stock. The warrants have an exercise price of $8,574.30 per share and will expire on the earlier of 30 days following the disclosure of top-line results from Program 2 Phase 1 data or June 30, 2028. Assuming the exercise of all warrants, Bolt could receive up to an additional $60 million.

Bolt’s Board of Directors unanimously approved the transaction. The closing of the merger and the private placement was not subject to the approval of Bolt’s stockholders. However, Bolt is required to hold a stockholder meeting to approve the conversion of the Series D Preferred Stock and related matters. Certain officers, directors, and stockholders have entered into lock-up agreements restricting the sale of shares for 180 days following the closing.

The acquisition positions Bolt to advance Prana’s pipeline, led by PRA-216, a Phase 2 bispecific antibody targeting IL-4Rα and TSLP for asthma, COPD, and atopic dermatitis. Prana’s second program, an IL-31 bispecific antibody, is expected to begin first-in-human studies in the second half of 2027. Sheila Gujrathi, M.D., Prana’s Co-Founder and former CEO, will join Bolt’s executive team as Chief Strategy Officer and a member of the Board of Directors.