aibioBolt Biotherapeutics buys Prana Therapies and raises $120 million
Tickers BOLT
Bolt Biotherapeutics has agreed to acquire Prana Therapies in a stock-for-stock reverse merger and raise $120 million in a concurrent private placement. After the deal, Bolt's own holders are expected to own about 6.9% of the common stock, and the company says the cash lasts into 2028.
Key facts
- Company
- Bolt Biotherapeutics, Inc. (NASDAQ: BOLT)
- News type
- Mergers
- Primary source
- Bolt Biotherapeutics (SEC Form 8-K, Exhibit 99.1)
The acquisition
Bolt Biotherapeutics, Inc. (Nasdaq: BOLT) announced on October 23, 2026 that it had acquired Prana Therapies, Inc., a clinical-stage company developing half-life-extended multispecific antibodies from its INSPIRE platform. The deal was a sign-and-close reverse merger, a stock-for-stock transaction in which all of Prana's equity interests were exchanged at a fixed ratio for 430,746 shares of Bolt common stock and 16,360.929 shares of Series D non-voting convertible preferred stock. Bolt's own stockholders did not have to approve the closing.
Prana's lead asset is PRA-216, a bispecific antibody against IL-4Rα and TSLP. The release says it is in Phase 2 development for asthma, chronic obstructive pulmonary disease and atopic dermatitis, with a fourth Phase 2 study, in eosinophilic esophagitis, planned. Patient data from the four trials are expected beginning in the second quarter of 2027 and continuing through the fourth quarter of 2027. The only human data the release describes come from a Phase 1 study in healthy volunteers, which the company says showed PRA-216 was well tolerated and had durable pharmacodynamic activity on several inflammatory biomarkers. Those are not results in patients. Prana's second program, an IL-31 bispecific antibody for atopic dermatitis, is not yet in people, with first-in-human studies expected in the second half of 2027.
Sheila Gujrathi, M.D., Prana's co-founder and former chief executive, has been appointed Bolt's Chief Strategy Officer and has joined its board.
The private placement and the ownership split
The concurrent private placement raises $120 million in gross proceeds through 13,995.311 shares of Series D non-voting convertible preferred stock at $8,574.30 per share, or $8.5743 per share on an as-converted basis. Investors also receive warrants for up to 6,997,655 shares of common stock, which could bring in up to an additional $60 million at the same exercise price. The release names Deep Track Capital, ADAR1 Capital, Andreessen Horowitz (a16z), LYFE Capital and Casdin Capital among the investors. The placement is expected to close on October 26, 2026.
Conversion of the Series D stock into common stock, at 1,000 common shares per preferred share, requires Bolt stockholder approval under Nasdaq listing rules, and Bolt is required to hold a stockholder meeting for the vote. They expire on the earlier of 30 days after Bolt first publicly discloses top-line results from the first-in-human data of its Program 2 Phase 1 IL-31 bispecific, and June 30, 2028.
On a fully diluted basis, Bolt's equity holders immediately before the acquisition are expected to own about 6.9% of the common stock. Prana's holders are expected to own about 51.7%, and the placement investors about 41.4%. Those figures assume full conversion of the Series D stock.
Advisers, cash and what remains unproven
Jefferies LLC, TD Cowen, Stifel and LifeSci Capital are placement agents for the concurrent financing. Tungsten Advisors is financial advisor and placement agent to Prana. Lake Street Capital Markets gave a fairness opinion to Bolt's board of directors. Cooley LLP is legal counsel to Prana, Sidley Austin LLP is legal counsel to Bolt, and Gibson, Dunn & Crutcher LLP is legal counsel to the placement agents.
The company says the $120 million upfront financing is expected to fund operations into 2028. It describes the extra $60 million as dependent on warrant exercise, and its forward-looking statements say investors may not exercise their warrants.
Bolt entered the deal in a weak financial position. Its 10-K, filed March 12, 2026, reported a net loss of $33.4 million for 2025 and cash used in operations of $39.9 million. Its 10-Q showed cash and cash equivalents of $12.9 million and short-term investments of $4.7 million at June 30, 2026. The annual report's risk summary says the company has a limited operating history and expects to keep losing money, and that raising capital may dilute stockholders.
Gujrathi called PRA-216 designed for best-in-disease efficacy with infrequent, at-home dosing, and said the financing provides resources to advance it through multiple Phase 2 readouts in 2027. Those are the company's own statements.