Jounce Therapeutics, Inc.: restructuring charge — Jounce to be acquired by Concentra for $1.85 cash + CVR per share; terminates Redx deal

Jounce Therapeutics, Inc.

Concentra will acquire all Jounce shares via tender offer at $1.85 cash/share plus one CVR; ~75% premium to unaffected price.
CVR entitles holders to 80% of net proceeds from any license/disposition of JTX-8064, pimivalimab, vopratelimab, and two pre-clinical programs within 2 years of close.
Jounce terminates prior co-operation agreement with Redx (all-share merger) and RM3 merger agreement; no termination fees.
Jounce reduces workforce by ~84%; expects $6.5M in pre-tax charges in Q2 2023.
Tang Capital Partners, LP commits $100M equity to fund the transaction; offer expected to close in Q2 2023.

item 1.01 item 1.02 item 2.05 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Jounce Therapeutics, Inc. entered into Agreement and Plan of Merger with Concentra Biosciences, LLC (effective 2023-03-26).

Action: entry
Agreement: merger
Counterparty: Concentra Biosciences, LLC
Effective: 2023-03-26

Exact text from the filing

On March 26, 2023, Jounce Therapeutics, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Concentra Biosciences, LLC, a Delaware limited liability company (“Concentra”), and Concentra Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Concentra (“Merger Sub”).

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Restructurings & Charges SEC 8-K Item 2.05/2.06 confidence 0.9

Jounce Therapeutics, Inc. announced a restructuring with charges of approximately $6.5 million (approximately 84% of its current employees).

Type: restructuring
Charge: approximately $6.5 million
Headcount: approximately 84% of its current employees

Exact text from the filing

On March 26, 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 84% 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 $6.5 million, primarily consisting of salary payable during applicable notice periods and severance, non-cash stock-based compensation expense, and other benefits.

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Source: SEC EDGAR

accession 0001640455-23-000040

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