{"url_path":"/sec/bold/8-k/2026-06-23/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1782303/0001193125-26-278570-index.html","accession_number":"0001193125-26-278570","cik":"0001782303","ticker":"BOLD","issuer_name":"Boundless Bio, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1782303/0001193125-26-278570-index.html","primary_entity_key":"0001782303","primary_entity_name":"Boundless Bio, Inc."},"word_count":2167,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nMerger Agreement\n\nOn June 22, 2026, Boundless Bio, Inc., a Delaware corporation (Boundless Bio), entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) with Serapha Bio, Inc., a Delaware corporation (Serapha), and Boulder Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Boundless Bio (Merger Sub). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into Serapha, with Serapha surviving as a wholly owned subsidiary of Boundless Bio (the Merger and, together with all of the other transactions contemplated by the Merger Agreement, the Contemplated Transactions). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.\n\nSubject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the Effective Time), each then-outstanding share of common stock or preferred stock of Serapha (including any shares of capital stock issued pursuant to the Pre-Closing Financing (as defined below)) outstanding immediately prior to the Effective Time (each such share, a Serapha Share) (excluding any share described in clause (b) below) will be converted into the right to receive a number of shares of Boundless Bio common stock, par value $0.0001 per share (Boundless Bio Common Stock), calculated in accordance with the exchange ratio as set forth in the Merger Agreement (the Exchange Ratio). Each then-outstanding option to purchase Serapha Shares will be converted into an option to purchase Boundless Bio Common Stock, and each then-outstanding warrant to purchase shares of Serapha capital stock (including any pre-funded warrants issued pursuant to the Pre-Closing Financing) will be converted into a warrant to purchase shares of Boundless Bio Common Stock, in each case subject to adjustment as set forth in the Merger Agreement. Each option to purchase Boundless Bio Common Stock outstanding immediately prior to the Effective Time with an exercise price greater than $8.00 will be cancelled for no consideration.\n\nPursuant to the Exchange Ratio formula in the Merger Agreement, upon the Closing (as defined in the Merger Agreement), on a pro forma basis and based upon the number of shares of Boundless Bio Common Stock expected to be issued in the Merger (including following the consummation of the Pre-Closing Financing and Serapha’s Series A preferred financing), pre-Merger equityholders of Serapha are expected to own approximately 96.31% of the combined company and pre-Merger equityholders of Boundless Bio are expected to own approximately 3.69% of the combined company, in each case, calculated on a fully diluted basis. The percentage of the combined company that each party’s equityholders will own following the Closing is subject to certain adjustments as described in the Merger Agreement, including the final amount of the Boundless Bio Net Cash at Closing. Prior to the Closing, Boundless Bio may declare a cash dividend (the Pre-Closing Dividend) to holders of Boundless Bio Common Stock outstanding prior to the Effective Time up to an amount equal to the aggregate of Boundless Bio’s reasonable, good faith approximation of the amount by which Boundless Bio Net Cash will exceed $0, subject to the terms of the Merger Agreement.\n\nThe Merger Agreement contains representations and warranties of the parties regarding their respective businesses. The Merger Agreement also contains certain covenants made by each of Boundless Bio and Serapha, including non-solicitation restrictions binding each party (and subject to certain exceptions as further described in the Merger Agreement) and its representatives and restrictions on the operation of each party’s business between the date of the Merger Agreement and the Closing.\n\nIn connection with the Merger, Boundless Bio will prepare and file a registration statement on Form S-4, which will contain a proxy statement and prospectus, to register the shares issued pursuant to the Merger Agreement (the Form S-4) and will seek the approval of Boundless Bio’s stockholders of, among other matters, (i) the issuance of the shares of Boundless Bio Common Stock pursuant to the Merger and the change of control of Boundless Bio resulting from the Merger, (ii) a reverse stock split of Boundless Bio Common Stock at a ratio to be mutually agreed upon by Boundless Bio and Serapha and (iii) an increase in the number of authorized shares of Boundless Bio Common Stock to a number determined by Serapha (the Boundless Bio Stockholder Matters).\n\nThe Closing is subject to certain closing conditions, including: (i) the approval by the Boundless Bio stockholders of the Boundless Bio Stockholder Matters; (ii) approval by the requisite Serapha stockholders of the adoption and approval of the Merger Agreement and the Contemplated Transactions; (iii) the existing shares of Boundless Bio Common Stock having been continually listed on the Nasdaq Stock Market (Nasdaq) and Nasdaq’s\n\n \n\napproval of the initial listing application of shares of Boundless Bio Common Stock to be issued in the Merger; (iv) the Securities Purchase Agreement (as defined below) being in full force and effect with cash gross proceeds of not less than $200 million having been received by Serapha; (v) the effectiveness of the Form S-4; (vi) that certain Exclusive License Agreement, dated June 12, 2026, by and between Serapha and YolTech Therapeutics Co., Ltd. being in full force and effect; and (vii) no legal restraint. The Closing is also subject to other specified customary closing conditions of each party, including the accuracy of each party’s representations and warranties, subject to applicable materiality qualifications, compliance by each party with its covenants under the Merger Agreement in all material respects, respectively, delivery of certain customary closing documents by each of Boundless Bio and Serapha, and no Boundless Bio material adverse effect or Serapha material adverse effect since the date of the Merger Agreement that is continuing, respectively.\n\nThe Merger Agreement contains certain termination rights of each of Boundless Bio and Serapha. Upon termination of the Merger Agreement in certain circumstances, Serapha may be required to pay to Boundless Bio a termination fee of $1,000,000, including (i) where Serapha’s board of directors changes or withdraws its recommendation in favor of the Merger or recommends to enter into an alternative transaction or (ii) if (a) the Merger Agreement is terminated because Serapha (1) fails to obtain the requisite stockholder approval of the Merger Agreement and the Contemplated Transactions or (2) breaches the Merger Agreement, (b) an alternative acquisition proposal was announced or disclosed prior to obtaining Serapha’s stockholder approval, and (c) within 12 months of the termination of the Merger Agreement, Serapha enters into a definitive agreement with respect to an alternative transaction.\n\nUpon termination of the Merger Agreement in certain circumstances, a termination fee of $1,000,000 may be payable by Boundless Bio to Serapha if (i) the Merger Agreement is terminated because Boundless Bio fails to obtain the requisite stockholder approval of the Boundless Bio Stockholder Matters or a change by board of directors of Boundless Bio in its recommendation regarding the Merger or other Parent Triggering Event (as defined in the Merger Agreement) occurs, (ii) an alternative acquisition proposal was announced or disclosed prior to such termination, and (iii) within 12 months of the termination of the Merger Agreement, Boundless Bio enters into a definitive agreement with respect to an alternative transaction.\n\nThe transaction has received approval by the boards of directors of the parties and is expected to close in the fourth quarter of 2026, subject to certain closing conditions, including, among other things, approval by the stockholders of each company and the satisfaction of customary closing conditions.\n\nAt the Effective Time, the board of directors of the combined company is expected to consist of a number of directors determined by Serapha, all of whom will be designated by Serapha, and the executive officers of the combined company will consist of officers determined by Serapha.\n\nSeries A Preferred Financing\n\nIn connection with the execution and delivery of the Merger Agreement, certain institutional and accredited investors entered into a Series A stock purchase agreement with Serapha, pursuant to which such persons invested in a private placement of Serapha’s Series A preferred stock for an aggregate purchase price of approximately $138,000,000.\n\nPre-Closing Financing\n\nConcurrently with the execution and delivery of the Merger Agreement, certain institutional and accredited investors have also entered into a securities purchase agreement with Serapha (the Securities Purchase Agreement), pursuant to which such persons have agreed to purchase, in the amounts set forth therein, pre-closing shares of Serapha capital stock (the PIPE Securities) for an aggregate purchase price of approximately $92,000,000 in a private placement (the Pre-Closing Financing). The closing of the Pre-Closing Financing is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement (in addition to other customary closing conditions) and is expected to occur substantially concurrently with the Closing of the Merger and prior to the Effective Time.\n\nPursuant to the terms of the Securities Purchase Agreement, at closing of the Pre-Closing Financing, Serapha will enter into a Registration Rights Agreement (the Registration Rights Agreement) with the purchasers of the PIPE Securities, which will provide for the registration and resale of Boundless Bio Common Stock issuable in exchange for the PIPE Securities upon the Closing of the Merger, in accordance with the terms of the Registration Rights Agreement.\n\nThe foregoing descriptions of the Securities Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement, and the Registration Rights Agreement the forms of which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.\n\nSupport Agreements\n\nConcurrently with the execution of the Merger Agreement, the executive officers and directors of Boundless Bio holding approximately 1.7% of the outstanding Boundless Bio capital stock entered into support agreements (the Boundless Bio Support Agreements) in favor of Serapha, providing among other things, that such officers and directors (x) will vote all of their shares of Boundless Bio capital stock, among other things: (i) in favor of approving the Contemplated Transactions, including the Boundless Bio Stockholder Matters and the other actions contemplated by the Merger Agreement, (ii) against any proposal made in opposition to, or in competition with, the Merger Agreement or the Merger and (iii) against any acquisition proposal involving a third party and (y) will not solicit or negotiate alternative acquisition proposals or inquiries in their capacities as stockholders of Boundless Bio.\n\nConcurrently with the execution of the Merger Agreement, certain officers, directors and stockholders of Serapha holding approximately 65% of the outstanding Serapha capital stock entered into support agreements (the Serapha Support Agreements and, together with Boundless Bio Support Agreements, the Support Agreements) in favor of Boundless Bio, providing among other things, that such executive officers, directors and stockholders (x) will vote all of their shares of Serapha capital stock, among other things: (i) in favor of adopting the Merger Agreement and approving the Merger, the other Contemplated Transactions and the other actions contemplated by the Merger Agreement, (ii) against any proposal made in opposition to, or in competition with, the Merger Agreement or the Merger and (iii) against any acquisition proposal involving a third party and (y) will not solicit or negotiate alternative acquisition proposals or inquiries in their capacities as stockholders of Serapha.\n\nIn accordance with the terms of the Merger Agreement, the executive officers and directors of Serapha immediately prior to the Effective Time will enter into lock-up agreements, pursuant to which, subject to specified exceptions, such persons will be subject to certain restrictions on transfers of the shares of Boundless Bio Common Stock beneficially held by such persons or such persons’ family members (other than shares received as a result of the conversion of shares received in the Pre-Closing Financing) for the 180-day period following the Effective Time.\n\nThe foregoing descriptions of the Merger Agreement, the form of Boundless Bio Support Agreement and the form of the Serapha Support Agreement (collectively, the Agreements), are not complete and are qualified in their entirety by reference to those Agreements, which are filed as Exhibits 2.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by each of Boundless Bio and Serapha in connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Agreements were used for the purpose of allocating risk between the parties thereto rather than establishing matters as facts. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact."}