The combined entity's success hinges on obtaining stockholder approval for the preferred stock conversion and Nasdaq listing application. Monitor the proxy filings and stockholder meeting dates — failure to secure approval could trigger conversion restrictions and limit liquidity for PIPE investors. The PIPE at $8,574.30 per preferred share (convertible at $8.5743 per common share) provides a valuation anchor for the post-merger stock.
Price Chart
Executive Summary
Bolt Biotherapeutics (BOLT) has entered into a definitive merger agreement to acquire Prana Therapies in a reverse-merger structure, while simultaneously raising at least $100 million in a PIPE financing through the issuance of Series D convertible preferred stock and warrants. The deal closed concurrently with signing, and Bolt will issue 430,746 shares of common stock and 16,360.929 shares of Series D convertible preferred stock as merger consideration to Prana stockholders. The combined entity will require stockholder approval for conversion of the preferred shares and other matters, with the PIPE providing critical cash runway for the combined company.
Key Financial Metrics
Key Facts
- Bolt Biotherapeutics acquires Prana Therapies via a two-step merger (First Merger Sub merges into Prana, then Prana merges into Second Merger Sub LLC).
- Merger consideration: 430,746 shares of Bolt common stock and 16,360.929 shares of Bolt Series D convertible preferred stock (each convertible into 1,000 common shares, subject to stockholder approval).
- Concurrent PIPE financing of at least $100,000,000 via issuance of 13,995.311 Series D preferred shares at $8,574.30 per share, plus warrants for 50% additional preferred shares.
- Exchange ratio for Prana shares into Bolt stock is 1.6413.
- Bolt had 2,154,845 common shares outstanding as of October 21, 2026; Prana had 2,324,626 common shares and 7,906,094 preferred shares outstanding.
- Post-merger board will have 7 members (6 designated by Bolt, 1 by Prana); Bolt CEO William Quinn remains CEO.
- Conditions include filing of Series D certificate of designation, receipt of PIPE proceeds, and no legal restraints.
- Bolt's existing options and RSUs remain outstanding; Prana options assumed and converted into Bolt options.
- Bolt will seek stockholder approval for preferred stock conversion, Nasdaq listing rules compliance, charter amendment, and new equity incentive plans.
- Lock-up agreements executed by certain Bolt and Prana stockholders; Bolt agrees not to issue additional equity for 60 days post-closing.
Financial Impact
At least $100 million PIPE proceeds provide immediate cash infusion; merger consideration dilutes existing Bolt holders by approximately 20% (430,746 new common shares plus potential conversion of 16,360.929 preferred shares into 16,360,929 common shares).
Risk Factors
- Stockholder approval for preferred stock conversion may not be obtained, limiting conversion and creating overhang.
- Nasdaq listing application may not be approved, risking delisting.
- Integration of Prana's operations and pipeline may face execution challenges.
- Dilution from preferred conversion could pressure common stock price.
- PIPE investors may sell shares upon registration, creating selling pressure.
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-429647 |
| Document: bolt-ex10_1.htm | 0001193125-26-429647 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | 3 | $6.58 | awaiting T+5 | — | $6.37 (−3.19%) |
Oct 23, 2026 4d ago | 8-K | $6.27 | awaiting T+5 | — | $6.37 (+1.59%) |
Oct 6, 2026 21d ago | 8-K | $3.60 $3.98 | ▼ −10.56% | ▼ −11.54% | $6.37 (−76.94%) |
May 12, 2026 24w ago | 8-K | $4.83 $4.72 | ▼ −2.28% | ▼ −1.12% | $6.37 (+31.88%) |
May 12, 2026 24w ago | Press Release | $4.83 $4.72 | ▲ +2.28% | ▲ +1.12% | $6.37 (−31.88%) |
Mar 12, 2026 32w ago | Press Release | $3.91 $4.76 | ▲ +21.74% | ▲ +23.86% | $6.37 (+62.92%) |
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