Bolt Biotherapeutics effects 1:20 reverse stock split

The split

Bolt Biotherapeutics, Inc. filed a Certificate of Amendment with the Delaware Secretary of State on June 6, 2025, under which every 20 issued and outstanding shares of its common stock convert automatically into one share. The company's 8-K filed the same day says the reverse split took effect as of June 6, 2025. The company is based at 900 Chesapeake Drive in Redwood City, California.

Stockholders approved a series of alternate amendments at the annual meeting held on May 27, 2025. The board approved the specific one-for-twenty ratio on the same day. The 8-K gives no reason for choosing that ratio, and it does not mention a Nasdaq notice or any listing deficiency.

The par value of the common stock stays at $0.00001 per share. No fractional shares will be issued. A holder who would otherwise receive a fraction of a share receives a cash payment instead. The amendment is filed as Exhibit 3.1 to the 8-K.

What changes for holders

The split affects all shares outstanding immediately before the effective time, and it also changes the number of shares available under the company's equity incentive plans and its employee stock purchase plan. It reduces the number of shares issuable on exercise of outstanding stock options and restricted stock units, with a matching increase in the exercise price of those options. Option and restricted stock unit holders therefore end up with fewer units at higher exercise prices.

The 8-K does not give the number of shares outstanding before or after the split, so the size of the change cannot be measured from the filing. It also does not state how many options, RSUs or plan shares were affected, or the new exercise prices.

Trading is scheduled to resume on a split-adjusted basis when the market opens on June 9, 2025, under the existing ticker BOLT. The new CUSIP number for the common stock is 097702203. The 8-K is signed by William P. Quinn, who is the company's president, chief executive officer and chief financial officer.

The company behind the stock

Bolt's annual report on Form 10-K describes a company with a limited operating history that has incurred significant losses since inception and expects to keep losing money for the foreseeable future. The risk summary says it will need substantial funding to pursue its business objectives, and that raising capital may cause dilution to stockholders.

The programs are early. The annual report describes Bolt's discovery and development work on its Boltbody immune-stimulating antibody conjugate, or ISAC, approach and on the BDC-3042 program, which is based on dectin-2 agonism. It says those programs are unproven and that the company has never commercialized a product candidate. The report also says that competing technologies could limit the value of its candidates.

The annual report's risk summary also says that if none of the company's product candidates, including those in its collaborations, obtain regulatory approval and are successfully commercialized, or if the company or its collaboration partners experience significant delays, it may never generate any product revenue or become profitable. It adds that raising additional capital may dilute stockholders, restrict operations or require the company to give up proprietary rights, and that if it cannot raise money when needed it could be forced to delay, reduce or terminate product development, other operations or commercialization efforts.

The 8-K itself is a corporate action. It does not describe Bolt's cash position, its clinical timelines or its financing plans. The split changes the share count and the trading unit, and it does not change the funding needs the company describes in its annual report.

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