8-K
filed February 23, 2023, 6:59 PM ET
CIK 0001640455
M&A
confidence high
sentiment neutral
materiality 0.90
Jounce Therapeutics, Inc.: restructuring charge — Jounce Therapeutics to combine with Redx Pharma in all-share deal; Redx shareholders to own 63% of combined company
Jounce Therapeutics, Inc.
- Redx shareholders receive 0.2105 Jounce shares per Redx share; combined company ownership: 63% Redx, 37% Jounce.
- Workforce reduced by ~57%; estimated $11.2M pre-tax charges in Q1 2023.
- CEO Richard Murray steps down March 31, 2023; COO Hugh Cole steps down March 15, 2023; CFO Kim Drapkin becomes Interim President.
- Contingent Value Rights (CVRs) issued to Jounce shareholders for potential payments from future disposition of pipeline assets (JTX-8064, pimivalimab, etc.) within one year.
- Redx shareholders representing 76.6% of Redx shares and Jounce shareholders representing 21.3% of Jounce shares have agreed to support the deal.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.9
Elizabeth Trehu departed as Chief Medical Officer at Jounce Therapeutics, Inc..
- Action
- plans to step down
- Role
- Chief Medical Officer
Exact text from the filing
Elizabeth Trehu, the Company’s chief medical officer, plans to step down prior to the closing of the Business Combination.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kim Drapkin was appointed as Interim President at Jounce Therapeutics, Inc..
- Action
- appointed
- Role
- Interim President
Exact text from the filing
Kim Drapkin, who has been serving as the Company’s Treasurer and Chief Financial Officer, will be appointed Interim President effective March 31, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Hugh Cole departed as Chief Operating Officer at Jounce Therapeutics, Inc..
- Action
- stepped down
- Role
- Chief Operating Officer
Exact text from the filing
Hugh Cole will step down as the Chief Operating Officer of the Company effective March 15, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Murray departed as Chief Executive Officer and President at Jounce Therapeutics, Inc..
- Action
- stepped down
- Role
- Chief Executive Officer and President
Exact text from the filing
Richard Murray will step down as the Chief Executive Officer and President of the Company effective March 31, 2023
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Jounce Therapeutics, Inc. entered into Cooperation Agreement with Redx Pharma plc valued at Agreement to cooperate in implementing the recommended all-share combination and use reasonable ende (effective 2023-02-23).
- Action
- entry
- Counterparty
- Redx Pharma plc
- Value
- Agreement to cooperate in implementing the recommended all-share combination and use reasonable ende
- Effective
- 2023-02-23
Exact text from the filing
(the “Company”), issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the “Code”), disclosing that the Company and the board of directors of Redx Pharma plc (“Redx”) had reached an agreement on the terms of a recommended all-share combination between the Company and Redx (the “Scheme”).
View on SEC.gov
Restructurings & Charges
SEC 8-K Item 2.05/2.06
confidence 0.9
Jounce Therapeutics, Inc. announced a restructuring with charges of approximately $11.2 million (approximately 57% of its current employees).
- Type
- restructuring
- Charge
- approximately $11.2 million
- Headcount
- approximately 57% of its current employees
Exact text from the filing
On February 22, 2023, the Company committed to a course of action that would result in a reduction in force intended to preserve the Company's current cash resources. The Company will reduce its workforce by approximately 57% of its current employees. As a result of the reduction in force, the Company estimates that it will incur aggregate pre-tax charges of approximately $11.2 million, primarily consisting of salary payable during applicable notice periods and severance, non-cash stock-based compensation expense, and other benefits.
View on SEC.gov
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See methodology for how this pipeline works.