--- schema_version: "secwatch.filing_event.v1" accession: "0001640455-23-000093" form_type: "8-K" ticker: null cik: "0001640455" company_name: "Jounce Therapeutics, Inc." filed_at: "2023-05-04T23:59:59+00:00" generated_at: "2026-06-15T22:13:40.659750+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Jounce Therapeutics acquired by Concentra Biosciences for $1.85/share + CVR; tender closed at 69.09% ## Summary - 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. ## SEC filing metadata - accession: 0001640455-23-000093 - form_type: 8-K - cik: 0001640455 - company_name: Jounce Therapeutics, Inc. - filed_at: 2023-05-04T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/jnce-20230502.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001640455-23-000093 - JSON: https://secwatch.observer/filing/0001640455-23-000093.json - Plain text: https://secwatch.observer/filing/0001640455-23-000093.txt ## Key facts - Executive change Barbara Duncan resigned as Director at Jounce Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Executive change Luiz A. Diaz, Jr. resigned as Director at Jounce Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Executive change Kim Drapkin was terminated as president, chief financial officer and treasurer at Jounce Therapeutics, Inc.. - Action: terminated - Role: president, chief financial officer and treasurer source text: the effective date of Ms. Drapkin’s termination is May 3, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Executive change Kevin Tang was appointed as Chairman and Chief Executive Officer at Jounce Therapeutics, Inc.. - Action: appointed - Role: Chairman and Chief Executive Officer source text: The sole director and executive officer of Purchaser immediately prior to the Effective Time was Kevin Tang, serving as Chairman and Chief Executive Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Executive change Robert Kamen resigned as Director at Jounce Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Executive change Perry Karsen resigned as Director at Jounce Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Executive change Robert Iannone resigned as Director at Jounce Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Executive change Richard Murray resigned as Director at Jounce Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Executive change Jigar Raythatha resigned as Director at Jounce Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Executive change Luisa Salter-Cid resigned as Director at Jounce Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Governance Changes Jounce Therapeutics, Inc.: Amended and restated bylaws in their entirety (effective 2023-05-03). - Change: bylaw amendment - Effective: 2023-05-03 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Governance Changes Jounce Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety (effective 2023-05-03). - Change: charter amendment - Effective: 2023-05-03 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1640455/000164045523000093/0001640455-23-000093-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.