{"url_path":"/sec/bold/8-k/2026-06-23/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","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":933,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nTo the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.\n\nExecutive Transitions\n\nIn connection with the Contemplated Transaction, effective July 1, 2026, Zachary D. Hornby will cease his role as President and Chief Executive Officer, and as a member of the board of directors of Boundless Bio. Furthermore, effective July 1, 2026, the board of directors of Boundless Bio reduced the size of the board of directors of Boundless Bio from five to four members to remove the vacancy on the board of directors of Boundless Bio created by Mr. Hornby’s resignation from the board of directors.\n\nIn connection with Mr. Hornby’s departure, effective July 1, 2026, Jessica Oien, Boundless Bio’s Chief Legal Officer and Corporate Secretary, was appointed to serve as Boundless Bio’s President and “principal executive officer,” in addition to maintaining her current responsibilities as Chief Legal Officer and Corporate Secretary.\n\nThe full biography and other information with respect to Ms. Oien required by Item 5.02(c) of Form 8-K are included in Boundless Bio’s proxy statement on Schedule 14A for the 2026 annual meeting of stockholders filed with the SEC on April 28, 2026 under the headings “Executive Officers” and “Certain Relationships and Related Party Transactions,” and such biography and information are incorporated herein by reference.\n\nIn connection with the Contemplated Transaction, effective July 1, 2026, Christian Hassig, Ph.D., will cease his role as Boundless Bio’s Chief Scientific Officer, and Robert Doebele, M.D., Ph.D., will also cease his role as Boundless Bio’s Chief Medical Officer.\n\n \n\nSeparation Agreements and Consulting Agreements with Mr. Hornby and Drs. Doebele and Hassig\n\nIn connection with their departures, each of Mr. Hornby and Drs. Doebele and Hassig are expected to enter into a separation agreement with Boundless Bio, effective as of July 1, 2026 (the Separation Agreements). The Separation Agreements will contain a release of claims and will provide for the following severance benefits, subject to, among others, : (i) a lump sum cash severance payment in an amount representing nine months’ (twelve months’ for Mr. Hornby) base salary, (ii) subject to and conditioned upon the occurrence of the Merger, an additional true-up severance payment in an amount representing twelve months’ (eighteen months’ for Mr. Hornby) base salary plus 1.0 times (1.5 times for Mr. Hornby) their respective target bonuses for 2026 less the amount of cash severance previously paid, payable upon the closing of the Merger, and (iii) nine months (twelve months for Mr. Hornby) of COBRA premium payments (increased to twelve months (eighteen months for Mr. Hornby) in the event of the closing of the Merger).\n\nIn addition, each of Mr. Hornby and Drs. Doebele and Hassig entered into a consulting agreement with Boundless Bio, pursuant to which they will provide limited transitional services to Boundless Bio.\n\nAmended and Restated Offer Letters with Ms. Oien and David Hinkle\n\nIn connection with the Merger, on June 22, 2026, each of Ms. Oien and David Hinkle entered into an amended and restated offer letter with Boundless Bio, to be effective as of July 1, 2026 (the A&R Offer Letters). The A&R Offer Letters provide for, among others, the following additional compensation: (i) in addition to receiving their current base salaries, additional monthly compensation of $50,000 for Ms. Oien and $25,000 for Mr. Hinkle, (ii) a transaction bonus accruing in the amount of $50,000 for Ms. Oien and $25,000 for Mr. Hinkle for each month of employment following July 1, 2026 (provided, that, the transaction bonuses will be capped at $500,000 for Ms. Oien and $250,000 for Mr. Hinkle), and (iii) for Ms. Oien, an additional one-time bonus of $50,000 in the event the Merger Agreement is terminated and Boundless Bio enters into a binding term sheet with a new counterparty to effectuate a similar transaction. The transaction bonuses will be payable to Ms. Oien and Mr. Hinkle upon the closing of the Merger, or, if earlier, upon a termination by Boundless Bio without cause, their resignation for good reason or their death or disability. Neither Ms. Oien nor Mr. Hinkle will be eligible to earn any annual performance bonus for 2026 or thereafter. In addition, Ms. Oien and Mr. Hinkle remain entitled to their existing severance benefits under the Boundless Bio Severance and Change in Control Plan, which severance benefits will be paid upon the closing of the Merger, or if earlier, certain qualifying terminations or employment.\n\nAcceleration of Outstanding Options; Extension of Post-Termination Exercise Period of Options; Acceleration of Premium End Date\n\nConcurrently with the signing of the Merger Agreement, all outstanding stock options to purchase shares of the Boundless Bio Common Stock (the Boundless Options) previously granted to Boundless Bio’s employees, executive officers, directors, and consultants under the 2024 Incentive Award Plan and 2018 Equity Incentive Plan became fully vested and exercisable immediately. In addition, the exercise period of all outstanding Boundless Options was extended to provide that such Options will remain exercisable until the latest to occur of (i) March 31, 2027 (unless the Closing Date occurs prior to such date, in which case the exercise period will expire on the date that is three months following the Closing Date) or (ii) such later date provided in the applicable option agreement. With respect to any outstanding Boundless Options that were repriced by Boundless Bio effective August 19, 2024, the premium end date of the Boundless Options was accelerated to the date of the signing of the Merger Agreement."}