--- schema_version: "secwatch.filing_event.v1" accession: "0001640455-23-000018" form_type: "8-K" ticker: null cik: "0001640455" company_name: "Jounce Therapeutics, Inc." filed_at: "2023-02-23T23:59:59+00:00" generated_at: "2026-06-19T02:46:23.092294+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Jounce Therapeutics to combine with Redx Pharma in all-share deal; Redx shareholders to own 63% of combined company ## Summary - 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. ## SEC filing metadata - accession: 0001640455-23-000018 - form_type: 8-K - cik: 0001640455 - company_name: Jounce Therapeutics, Inc. - filed_at: 2023-02-23T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.05, 3.02, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000018/0001640455-23-000018-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000018/jnce-20230222.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001640455-23-000018 - JSON: https://secwatch.observer/filing/0001640455-23-000018.json - Plain text: https://secwatch.observer/filing/0001640455-23-000018.txt ## Key facts - Executive change Elizabeth Trehu departed as Chief Medical Officer at Jounce Therapeutics, Inc.. - Action: plans to step down - Role: Chief Medical Officer source text: Elizabeth Trehu, the Company’s chief medical officer, plans to step down prior to the closing of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000018/0001640455-23-000018-index.htm - Executive change Kim Drapkin was appointed as Interim President at Jounce Therapeutics, Inc.. - Action: appointed - Role: Interim President source text: Kim Drapkin, who has been serving as the Company’s Treasurer and Chief Financial Officer, will be appointed Interim President effective March 31, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000018/0001640455-23-000018-index.htm - Executive change Hugh Cole departed as Chief Operating Officer at Jounce Therapeutics, Inc.. - Action: stepped down - Role: Chief Operating Officer source text: Hugh Cole will step down as the Chief Operating Officer of the Company effective March 15, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000018/0001640455-23-000018-index.htm - Executive change Richard Murray departed as Chief Executive Officer and President at Jounce Therapeutics, Inc.. - Action: stepped down - Role: Chief Executive Officer and President source text: Richard Murray will step down as the Chief Executive Officer and President of the Company effective March 31, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000018/0001640455-23-000018-index.htm - Material Agreements 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 source text: (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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000018/0001640455-23-000018-index.htm - Restructurings & Charges 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000018/0001640455-23-000018-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.