Boundless Bio, Inc. (BOLD) Form 424B3 — Nov 3, 2026
Boundless Bio filed a definitive proxy statement/prospectus (424B3) for its proposed reverse merger with Serapha Bio, under which Boundless Bio stockholders will be diluted to approximately 3.8% of the combined company on a fully-diluted basis. The merger is structured around Serapha's sole asset, SERP-01, an in-licensed base editing therapy for Alpha-1 Antitrypsin Deficiency (AATD) currently in Phase 1 testing in Shanghai, with FDA IND clearance and orphan drug and RMAT designations. The estimated exchange ratio is 8.6737 Boundless Bio shares per Serapha share, with Boundless Bio ascribed a $12.5 million enterprise value in the transaction.
Key figures
- Exchange Ratio
- 8.6737
- Termination Fee
- $1 million
- Shares To Be Issued
- approximately 229.8 million shares (plus ~415.4 million underlying pre-funded warrants)
- Closing Price Oct29
- $2.4800
- Reverse Split Ratio
- 1:10 to 1:60
- Authorized Shares After
- 750000000
- Authorized Shares Before
- 700000000
- Shares Outstanding Sep30
- 23108935
- Enterprise Value Ascribed
- $12.5 million
- Pre Closing Dividend Range
- $44 million to $48 million
- Serapha Series AFinancing
- $138,000,000
- Serapha Ownership Post Merger
- 96.2%
- Serapha Pre Closing Financing
- $92.0 million
- Shares Outstanding Record Date
- 23188581
- Boundless Bio Ownership Post Merger
- 3.8%
AI analysis
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