8-K: Bolt Biotherapeutics Implements One-for-Twenty Reverse Stock Split to Boost Share Price

Bolt Biotherapeutics, Inc. has officially enacted a one-for-twenty reverse stock split of its common stock, effective June 6, 2025, with trading on a split-adjusted basis commencing June 9, 2025.

Summary

• Bolt Biotherapeutics, Inc. (BOLT) filed a Certificate of Amendment to its Certificate of Incorporation on June 6, 2025, to effect a one-for-twenty (1:20) reverse stock split.
• The reverse stock split became effective at 5:00 p.m. Eastern Time on June 6, 2025.
• Every 20 shares of common stock outstanding immediately prior to the effective time were automatically converted into one share of common stock.
• The par value per share of common stock remains unchanged at $0.00001.
• No fractional shares will be issued; stockholders entitled to fractional shares will receive a cash payment based on the closing sales price on The Nasdaq Capital Market on June 6, 2025.
• The reverse stock split will affect all outstanding common shares, as well as shares available for issuance under the company's equity incentive plans and employee stock purchase plan.
• The number of shares issuable upon exercise of stock options and restricted stock units will be reduced, with a corresponding increase in their exercise price.
• The company's common stock is scheduled to begin trading on the Nasdaq Capital Market on a split-adjusted basis under the existing ticker symbol BOLT when the market opens on June 9, 2025.
• The new CUSIP number for the common stock following the Reverse Stock Split is 097702203.

Sentiment

Score: 3

Explanation: The sentiment is generally negative as a reverse stock split often signals underlying stock performance issues and can lead to reduced investor confidence, despite being a necessary corporate action to maintain listing.

Negatives

• A reverse stock split is generally perceived negatively by the market as it typically indicates a company's stock price has fallen significantly, often below exchange minimums, and can lead to reduced liquidity and investor confidence.

Future Outlook

The company's common stock is scheduled to begin trading on the Nasdaq Capital Market on a split-adjusted basis under the existing ticker symbol BOLT when the market opens on June 9, 2025.

Management Comments

• William P. Quinn, President, Chief Executive Officer, and Chief Financial Officer, signed the report on behalf of Bolt Biotherapeutics, Inc.

Industry Context

Reverse stock splits are a common corporate action, particularly for biotechnology companies, often undertaken to increase the per-share trading price to meet minimum listing requirements of stock exchanges like Nasdaq, thereby avoiding potential delisting. This action aims to make the stock more attractive to institutional investors and improve its market perception, though it does not change the company's underlying valuation.

Corporate Governance

Stakeholder Impact

• Shareholders will hold fewer shares, but each share will have a proportionally higher price, and those with fractional shares will receive cash in lieu.
• Employees with stock options and restricted stock units will see their number of shares adjusted and exercise prices increased proportionally, maintaining the same aggregate value.

Next Steps

• The company's common stock will begin trading on the Nasdaq Capital Market on a split-adjusted basis on June 9, 2025.

Key Dates

Keywords

Reverse Stock Split, Common Stock, Nasdaq Capital Market, Biotherapeutics, Corporate Action, Equity Incentive Plans, Stock Options, SEC Filing, BOLT