8-K
filed May 4, 2023, 7:59 PM ET
CIK 0001640455
M&A
confidence high
sentiment neutral
materiality 1.00
Jounce Therapeutics, Inc.: M&A transaction — Jounce Therapeutics acquired by Concentra Biosciences for $1.85/share + CVR; tender closed at 69.09%
Jounce Therapeutics, Inc.
- Tender offer closed with 69.09% of shares validly tendered, meeting minimum condition.
- Merger completed under Section 251(h); shareholders received $1.85 cash plus one CVR per share.
- Shares to be delisted from Nasdaq; company will file Form 15 to suspend SEC reporting.
- Board members resigned, replaced by Kevin Tang as sole director and officer.
- Lease for Cambridge HQ terminated; contingent termination fee of $5.25M refundable if new tenant found by July 2, 2023.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barbara Duncan resigned as Director at Jounce Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Jigar Raythatha, Luiz A. Diaz, Jr., Barbara Duncan, Robert Iannone, Robert Kamen, Perry Karsen, Richard Murray and Luisa Salter-Cid resigned from the board of directors of the Company (the “Company Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Luiz A. Diaz, Jr. resigned as Director at Jounce Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Jigar Raythatha, Luiz A. Diaz, Jr., Barbara Duncan, Robert Iannone, Robert Kamen, Perry Karsen, Richard Murray and Luisa Salter-Cid resigned from the board of directors of the Company (the “Company Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kim Drapkin was terminated as president, chief financial officer and treasurer at Jounce Therapeutics, Inc..
- Action
- terminated
- Role
- president, chief financial officer and treasurer
Exact text from the filing
the effective date of Ms. Drapkin’s termination is May 3, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Tang was appointed as Chairman and Chief Executive Officer at Jounce Therapeutics, Inc..
- Action
- appointed
- Role
- Chairman and Chief Executive Officer
Exact text from the filing
The sole director and executive officer of Purchaser immediately prior to the Effective Time was Kevin Tang, serving as Chairman and Chief Executive Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Kamen resigned as Director at Jounce Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Jigar Raythatha, Luiz A. Diaz, Jr., Barbara Duncan, Robert Iannone, Robert Kamen, Perry Karsen, Richard Murray and Luisa Salter-Cid resigned from the board of directors of the Company (the “Company Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Perry Karsen resigned as Director at Jounce Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Jigar Raythatha, Luiz A. Diaz, Jr., Barbara Duncan, Robert Iannone, Robert Kamen, Perry Karsen, Richard Murray and Luisa Salter-Cid resigned from the board of directors of the Company (the “Company Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Iannone resigned as Director at Jounce Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Jigar Raythatha, Luiz A. Diaz, Jr., Barbara Duncan, Robert Iannone, Robert Kamen, Perry Karsen, Richard Murray and Luisa Salter-Cid resigned from the board of directors of the Company (the “Company Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Murray resigned as Director at Jounce Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Jigar Raythatha, Luiz A. Diaz, Jr., Barbara Duncan, Robert Iannone, Robert Kamen, Perry Karsen, Richard Murray and Luisa Salter-Cid resigned from the board of directors of the Company (the “Company Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jigar Raythatha resigned as Director at Jounce Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Jigar Raythatha, Luiz A. Diaz, Jr., Barbara Duncan, Robert Iannone, Robert Kamen, Perry Karsen, Richard Murray and Luisa Salter-Cid resigned from the board of directors of the Company (the “Company Board”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Luisa Salter-Cid resigned as Director at Jounce Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Jigar Raythatha, Luiz A. Diaz, Jr., Barbara Duncan, Robert Iannone, Robert Kamen, Perry Karsen, Richard Murray and Luisa Salter-Cid resigned from the board of directors of the Company (the “Company Board”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Jounce Therapeutics, Inc.: Amended and restated bylaws in their entirety (effective 2023-05-03).
- Change
- bylaw amendment
- Effective
- 2023-05-03
Exact text from the filing
Pursuant to the terms of the Merger Agreement, on May 3, 2023, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Jounce Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety (effective 2023-05-03).
- Change
- charter amendment
- Effective
- 2023-05-03
Exact text from the filing
Pursuant to the terms of the Merger Agreement, on May 3, 2023, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Jounce Therapeutics, Inc. underwent a change of control involving Concentra Biosciences, LLC for $1.85 in cash per Share plus one non-transferable contractual contingent value right per Share (closed 2023-05-03).
- Action
- change of control
- Counterparty
- Concentra Biosciences, LLC
- Consideration
- $1.85 in cash per Share plus one non-transferable contractual contingent value right per Share
- Closing
- 2023-05-03
Exact text from the filing
offer to purchase all of the C ompany’s outstanding shares of common stock, par value $0.001 per share (the “Shares”), pursuant to the Merger Agreement, in exchange for (i) $1.85 in cash per Share (the “Cash Consideration”), net to the seller, without interest and subject to any withholding of taxes, plus (ii) one non-transferable contractual contingent
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Jounce Therapeutics, Inc. terminated Lease Termination Agreement with ARE-770/784/790 Memorial Drive, LLC valued at contingent termination fee of $5,250,000 (effective 2023-05-31).
- Action
- termination
- Agreement
- lease
- Counterparty
- ARE-770/784/790 Memorial Drive, LLC
- Value
- contingent termination fee of $5,250,000
- Effective
- 2023-05-31
Exact text from the filing
On May 2, 2023, Jounce Therapeutics, Inc. (the “Company”) entered into a Lease Termination Agreement (the “Lease Termination”) with ARE-770/784/790 Memorial Drive, LLC (the “Landlord”), which, effective May 31, 2023 (the “Lease Termination Date”), terminated the lease, dated November 1, 2016, as amended, by and between the Company and the Landlord (the “Lease”), pursuant to which the Company leased approximately 51,000 square feet of space, consisting of the entire building located at 780 Memorial Drive, Cambridge, MA 02139 (the “Premises”).
View on SEC.gov
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