What changed in this filing

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Item 1. Financial Statements

2021-11-09 compared with 2021-08-12 · 139 added, 77 removed, 384 unchanged (36% of the section changed)

3 unchanged sentences

(Unaudited, in thousands, except share and per share amounts)

September 30,

Current assets:

23 unchanged sentences

Convertible preferred stock, $ 0.00001 par value;

10,000,000 shares and 20,843,367 shares authorized at June 30, 2021 and December 31, 2020, respectively;

zero and 15,232,275 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively.

10,000,000 shares and 20,843,367 shares authorized at September 30, 2021 and December 31, 2020, respectively;

zero and 15,232,275 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively.

Stockholders' equity (deficit):

Common stock, $ 0.00001 par value;

200,000,000 shares and 198,000,000 shares authorized at June 30, 2021 and December 31, 2020, respectively;

37,191,005 and 2,130,139 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively.

200,000,000 shares and 198,000,000 shares authorized at September 30, 2021 and December 31, 2020, respectively;

37,248,072 and 2,130,139 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively.

Additional paid-in capital

7 unchanged sentences

(Unaudited, in thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Collaboration revenue

16 unchanged sentences

(Unaudited, in thousands, except share amounts)

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

Preferred Stock

2 unchanged sentences

Equity (Deficit)

Balance at March 31, 2021

Issuance of common stock related to stock purchase agreement

Issuance of common stock under employee stock purchase plan

Balance at June 30, 2021

Issuance of common stock upon exercise of stock options

Vesting of early exercised options and restricted stock awards

Vesting of early exercised options

Stock-based compensation

Unrealized gain on available-for-sale investments

Balance at June 30, 2021

Three Months Ended June 30, 2020

Unrealized loss on available-for-sale investments

Balance at September 30, 2021

Three Months Ended September 30, 2020

Preferred Stock

2 unchanged sentences

Equity (Deficit)

Balance at March 31, 2020

Issuance of Series C-1 convertible preferred stock, net of issuance costs of $ 225 and convertible preferred stock purchase right liability of $ 13,479

Balance at June 30, 2020

Adjustment to issuance cost for issuance of Series C-1 convertible preferred stock

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of warrants

Vesting of early exercised options and restricted stock awards

1 unchanged sentence

Unrealized gain on available-for-sale investments

Balance at June 30, 2020

Balance at September 30, 2020

BOLT BIOTHERAPEUTICS, INC.

1 unchanged sentence

(Unaudited, in thousands, except share amounts)

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Preferred Stock

11 unchanged sentences

Issuance of common stock upon exercise of stock options

Vesting of early exercised options and restricted stock awards

Vesting of early exercised options

Stock-based compensation

Unrealized loss on available-for-sale investments

Balance at June 30, 2021

Six Months Ended June 30, 2020

Balance at September 30, 2021

Nine Months Ended September 30, 2020

Preferred Stock

5 unchanged sentences

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of warrants

Vesting of early exercised options and restricted stock awards

1 unchanged sentence

Unrealized gain on available-for-sale investments

Balance at June 30, 2020

Balance at September 30, 2020

The accompanying notes are an integral part of these unaudited condensed financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

23 unchanged sentences

Proceeds from issuance of common stock

Payment of deferred offering costs

Net cash provided by financing activities

Net increase in cash

Net increase (decrease) in cash

Cash, cash equivalents and restricted cash at beginning of year

24 unchanged sentences

Basis of Presentation

The accompanying unaudited condensed financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared in accordance with U.S.

The accompanying unaudited condensed financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

2 unchanged sentences

GAAP for complete financial statements.

These unaudited condensed financial statements include only normal and recurring adjustments and certain immaterial reclassifications, which are normal in nature, that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows.

These unaudited condensed financial statements include only normal and recurring adjustments and certain immaterial reclassifications, which are normal in nature, that the Company believes are necessary to a fair statement of the Company’s financial position and the results of its operations and cash flows.

The balance sheet as of December 31, 2020 was derived from the audited financial statements as of that date.

8 unchanged sentences

risks related to the successful discovery and development of its product candidates, ability to raise additional capital, development of new technological innovations by its competitors and delay or inability to obtain chemical or biological intermediates from such suppliers required for the synthesis of the Company’s product candidates, including due to the impact of the current COVID-19 pandemic, protection of intellectual property rights, litigation or claims against the Company based on intellectual property rights, regulatory clearance and market acceptance of the Company’s products.

The current COVID-19 pandemic, which is impacting worldwide economic activity, poses the risk that the Company or its employees, contractors, suppliers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities.

The current COVID-19 pandemic, which is impacting worldwide economic activity, poses the risk that the Company or its employees, contractors, suppliers , and other partners may be prevented from conducting business activities for an indefinite period, including due to shutdowns that may be requested or mandated by governmental authorities.

The extent to which the COVID-19 pandemic will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time.

1 unchanged sentence

The extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s financial statements is highly uncertain and subject to change.

Management considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and there was not a material impact to the Company’s con densed financial statements as of and for the three and six months ended June 30 , 2021;

however, actual results could differ from those estimates and there may be changes to management’s estimates in future periods.

13 unchanged sentences

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable securities.

At June 30, 2021 and December 31, 2020, most of the Company’s funds are invested with a registered investment manager and custodied at one financial institution, with working capital kept at a separate financial institution, and account balances may at times exceed federally insured limits.

As of September 30, 2021 and December 31, 2020, most of the Company’s funds were invested with a registered investment manager and custodied at one financial institution, with working capital kept at a separate financial institution, and account balances may at times exceed federally insured limits.

Management believes that the Company is not exposed to significant credit risk due to the financial strength of the depository institutions where the funds are held.

1 unchanged sentence

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

As of June 30, 2021 and December 31, 2020, cash and cash equivalents consisted primarily of bank deposits and money market funds, which were unrestricted as to withdrawal or use.

As of September 30, 2021 and December 31, 2020, cash and cash equivalents consisted primarily of bank deposits and money market funds, which were unrestricted as to withdrawal or use.

Marketable Securities

8 unchanged sentences

Restricted Cash

As of June 30, 2021 and December 31, 2020, the Company had $ 1.6 million of long-term restricted cash deposited with a financial institution.

As of September 30, 2021 and December 31, 2020, the Company had $ 1.6 million of long-term restricted cash deposited with a financial institution.

The restricted cash is held in separate bank accounts to support letter of credit agreements related to the Company’s facility leases that expire in 2025 and 2031 (see Note 7).

8 unchanged sentences

Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common stock and potentially dilutive securities outstanding for the period.

For purposes of the diluted net loss per share calculation, convertible preferred stock, stock options, common stock subject to repurchase related to unvested restricted stock awards and early exercise of stock options are considered to be potentially dilutive securities.

Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities as the convertible preferred stock is considered a participating security because it participates in dividends with common stock.

5 unchanged sentences

From time to time, new accounting standards are issued by the Financial Accounting Standards Board (the “FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date.

There have been no new accounting pronouncements issued nor adopted during the three and six months ended June 30, 2021 that are of significance to the Company’s financial position or results of operations.

There have been no new accounting pronouncements issued nor adopted during the three and nine months ended September 30, 2021 that are of significance to the Company’s financial position or results of operations.

Fair Value Measurements and Fair Value of Financial Instruments

5 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

During the three and six months ended June 30, 2021 , financial assets measured on a recurring basis consist of cash invested in money market accounts , short-term investments , and long-term investments .

During the three and nine months ended September 30, 2021 , financial assets measured on a recurring basis consist of cash invested in money market accounts , short-term investments , and long-term investments .

The fair value of short-term and long-term investments is based upon market prices quoted on the last day of the fiscal period or other observable market inputs.

1 unchanged sentence

Financial liabilities measured at fair value on a recurring basis include the convertible preferred stock purchase rights liabilities described below.

There were no transfers within the hierarchy during the three and six months ended June 30, 2021 and 2020.

Marketable securities, all of which are classified as available-for-sale securities, consisted of the following at June 30, 2021 and December 31, 2020 (in thousands):

June 30, 2021

There were no transfers within the hierarchy during the three and nine months ended September 30, 2021 and 2020 .

Marketable securities, all of which are classified as available-for-sale securities, consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):

September 30, 2021

Asset-backed securities

8 unchanged sentences

Corporate debt securities

At June 30, 2021 and December 31, 2020, the fair values of the Company’s assets and liabilities, which are measured at fair value on a recurring basis, were determined using the following inputs (in thousands):

June 30, 2021

At September 30, 2021 and December 31, 2020, the fair values of the Company’s assets and liabilities, which are measured at fair value on a recurring basis, were determined using the following inputs (in thousands):

September 30, 2021

Money market funds

17 unchanged sentences

Reclassification to equity

Balance at June 30, 2021

Balance at September 30, 2021

The fair value of the convertible preferred stock purchase right liabilities is estimated using an income-based approach incorporating probability considerations for different scenarios.

15 unchanged sentences

Property and equipment, net, consist of the following (in thousands):

September 30,

Laboratory equipment

3 unchanged sentences

Less accumulated depreciation and amortization

Depreciation expense related to property and equipment was $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2021, respectively, and $ 0.1 million and $ 0.2 million for the same periods in 2020, respectively.

Depreciation expense related to property and equipment was $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2021, respectively, and $ 0.2 million and $ 0.4 million for the same periods in 2020, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

September 30,

Accrued research and development

13 unchanged sentences

The cumulative effect of revisions to estimated hours to complete the Company’s performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated.

Deferred revenue allocated to the unsatisfied performance obligation is recorded as a contract liability on the balance sheet and will be recognized over time as the services are performed, which is expected to take place through the first half of 2022.

As of June 30, 2021 and December 31, 2020, contract liabilities totaling $ 1.5 million at each period-end were recorded in deferred revenue in current liabilities on the balance sheet.

The research plan is currently being reevaluated by both parties and the outcome of this reevaluation may impact the scope and timing of such services.

As of September 30, 2021 and December 31, 2020, contract liabilities totaling $ 1.5 million at each period-end were recorded in deferred revenue in current liabilities on the balance sheet.

The Toray Development Agreement includes optional additional items which will be accounted for as contract modifications when development advances past certain milestones and the parties both exercise their opt-in rights.

1 unchanged sentence

In May 2021, the Company entered into a License and Collaboration Agreement (the “Genmab Agreement”) with Genmab A/S (“Genmab”).

Together, the companies will evaluate Genmab antibodies and bispecific antibody engineering technologies in combination with Bolt’s ISAC technology platform, with the goal of discovering and developing next-generation bispecific ISACs for

the treatment of cancer.

Under t his research collaboration , the companies will evaluate multiple bispecific ISAC concepts to identify up to three clinical candidates for development.

Together, the companies will evaluate Genmab antibodies and bispecific antibody engineering technologies in combination with the Company’s ISAC technology platform, with the goal of discovering and developing next-generation bispecific ISACs for the treatment of cancer.

Under this research collaboration, the companies will evaluate multiple bispecific ISAC concepts to identify up to three clinical candidates for development.

Genmab will fund the research, along with the preclinical and clinical development of these candidates through initial clinical proof of concept.

Under the Genmab Agreement, Bolt received an upfront payment of $ 10.0 million and is eligible to receive total potential milestone payments of up to $ 285.0 million per therapeutic candidate exclusively developed and commercialized by Genmab, along with tiered royalties at rates from a mid-single digit to mid-teens percentage, subject to certain customary reductions.

Under the Genmab Agreement, the Company received an upfront payment of $ 10.0 million.

The Company determined that the Genmab Agreement is a contract with a customer and should be accounted for under ASC 606.

In conjunction with the Genmab Agreement, the Company entered into a Stock Purchase Agreement (the “SPA”) for the issuance of 821,045 shares of the Company’s common stock to Genmab for a total purchase price of $ 15.0 million .

These contracts have been evaluated together and the consideration in excess of the fair value of the common stock of $ 1.4 million has been allocated to the Genmab A greement and included in the total consideration for collaboration revenue.

In conjunction with the Genmab Agreement, the Company entered into a stock purchase agreement (the “Genmab SPA”) for the issuance of 821,045 shares of the Company’s common stock to Genmab for a total purchase price of $ 15.0 million.

These contracts have been evaluated together and the consideration in excess of the fair value of the common stock of $ 1.4 million has been allocated to the Genmab Agreement and included in the total consideration for collaboration revenue.

In the Genmab Agreement, the Company has identified one bundled performance obligation that includes the license rights, research and development services and services associated with participation on a joint research committee.

The transaction price includes the $ 10.0 million upfront payment, the $ 1.4 million allocated from the Genmab SPA, and $ 6.1 million of estimated variable consideration related to reimbursements for research and development services at the agreed upon full-time employee rate and third-party costs.

The transaction price includes the $ 10.0 million upfront payment, the $ 1.4 million allocated from the Genmab SPA, and $ 7.9 million of estimated variable consideration related to compensation for research and development services at the agreed upon full-time employee rate and third-party costs.

Collaboration revenue is recognized over time proportionate to the costs that the Company has incurred to perform the services using an input method as a measure of progress towards satisfying the performance obligation, which is based on project hours.

Amounts are billed based on estimated variable consideration in the quarter ahead of performance and are trued up on the subsequent quarter’s invoice following the work performed.

Compensation for the research and development services are billed in the quarter based on actual hours incurred to satisfy the

performance obligation .

As of September 30, 2021, receivable s of $ 0.3 million related to research and development services performed under the Genmab Agreement were recorded as part of the prepaid expenses and other current assets line item on the balance sheet.

Deferred revenue allocated to the unsatisfied performance obligation is recorded as a contract liability on the balance sheet and will be recognized over time as the services are performed.

As of June 30, 2021, contract liabilities totaling $ 11.4 million was recorded in deferred revenue in current and non-current liabilities on the balance sheet.

There was no revenue earned during the three and six months ended June 30, 2021, as no services had been performed under the Genmab Agreement during these periods.

As of September 30, 2021 , contract liabilities totaling $ 10.9 million were recorded in deferred revenue with $ 2.9 million in current liabilities and $ 8.0 million in non-current liabilities on the balance sheet.

The Company recorded $ 0.8 million in revenue earned during the three and nine months ended September 30, 2021 , based on services performed under the Genmab Agreement during the se period s .

The Genmab Agreement includes optional additional items which will be accounted for as contract modifications after initial clinical proof of concept of the therapeutic candidates and the parties exercise their respective program opt in rights .

With respect to each candidate for which a party has exercised its program opt in rights , the other party is eligible to receive potential development and sales-based milestone payments for exclusively developed and commercialized candidate and tiered royalties, subject to certain customary reductions, the amount of all such considerations will vary based on the market potential of the applicable territory for which such party has exercised its program opt in rights .

Under the Genmab Agreement, the Company is eligible to receive total potential milestone payments of up to $ 285.0 million per therapeutic candidate exclusively developed and commercialized by Genmab, along with tiered royalties .

Oncology Research and Development Collaboration with Innovent Biologics, Inc.

In August 2021, the Company entered into a License and Collaboration Agreement (the “Innovent Agreement”) with Innovent Biologics, Inc.

(“Innovent”).

Together, the companies will leverage Innovent’s proprietary therapeutic antibody portfolio and antibody discovery capability against undisclosed oncology targets in combination with the Company’s advanced ISAC technology and myeloid biology expertise to create up to three new candidates for cancer treatments.

Innovent will fund the initial research, along with the preclinical and clinical development of these candidates through initial clinical proof of concept.

Under the Innovent Agreement, the Company will receive an upfront payment of $ 5.0 million.

The Company determined that the Innovent Agreement is a contract with a customer and should be accounted for under ASC 606.

In conjunction with the Innovent Agreement, the Company entered into a stock purchase agreement with Innovent (the “Innovent SPA”) which contains both a put option and call option allowing Innovent and the Company to respectively initiate a market value purchase and sale of the Company’s common stock, for an aggregate investment of up to $ 10.0 million by Innovent, subject to certain share price limitations.

The Innovent Agreement and Innovent SPA have been evaluated together and since the options may be exercised at market value by either party, no consideration from the Innovent SPA has been allocated to the Innovent Agreement and included in the total consideration for collaboration revenue.

As of September 30, 2021, both options remain fully outstanding and expire in May 2022 .

In the Innovent Agreement, the Company has identified one bundled performance obligation that includes the license rights, research and development services and services associated with participation on a joint research committee.

The transaction price includes the $ 5.0 million upfront payment and up to $ 7.5 million of estimated variable consideration related to compensation for research and development services at the agreed upon full-time employee rate.

Amounts are billed based on estimated variable consideration in the quarter ahead of performance and are trued up on the subsequent quarter’s invoice following the work performed.

As of September 30, 2021, receivable for the upfront payment of $ 5 million was recorded as part of the prepaid expenses and other current assets line item on the balance sheet.

The upfront payment of $ 5 million was subsequently received in October 2021.

Deferred revenue allocated to the unsatisfied performance obligation is recorded as a contract liability on the balance sheet and will be recognized over time as the services are performed.

As of September 30, 2021, contract liabilities totaling $ 5.0 million were recorded in deferred revenue with $ 0.8 million in current liabilities and $ 4.2 million in non-current liabilities on the balance sheet.

There was no revenue earned during the three and nine months ended September 30, 2021, as no services had been performed under the Innovent Agreement during these periods.

The Innovent Agreement includes license options exercisable by each party to exclusively develop, manufacture and commercialize each candidate in a specific territory, which will be accounted for as contract modifications after the initial clinical proof of concept of the therapeutic candidates and the parties have exercised their respective license options with respect to each candidate.

With respect to each candidate for which a party has exercised its license option, the other party is eligible to receive a license option exercise fee, potential development and sales-based milestone payments and tiered royalties, subject to certain customary reductions, the amount of all such considerations will vary based on the market potential of the applicable territory for which such party has exercised its license option.

Under the Innovent Agreement, the Company is eligible to receive up to $ 437.5 million in potential license option exercise fee and development and sales-based milestone payments, and tiered royalties at rates from a mid-single digit to low-teens percentage, subject to certain customary reductions, for therapeutic candidates exclusively developed and commercialized by Innovent in specific territories.

Oncology Clinical Trial Collaboration and Supply Agreement with Bristol Myers Squibb

In September 2021, the Company entered into a clinical collaboration and supply agreement with Bristol-Myers Squibb Company (“BMS”) to study BDC-1001 in combination with BMS’s PD-1 checkpoint inhibitor nivolumab, for the treatment of HER2-expressing solid tumors (the “BMS Agreement”).

Under the BMS Agreement, BMS granted the Company a non-exclusive, non-transferrable, royalty-free license (with a right to sublicense) under its intellectual property to use nivolumab in a clinical trial for a combination therapy of nivolumab and the Company’s proprietary compound, BDC-1001, and has agreed to supply nivolumab at no cost to the Company and the Company will sponsor, fund and conduct the initial clinical trial in accordance with an agreed-upon protocol.

Both parties will own the study data produced in the clinical trial, other than study data related solely to nivolumab, which will belong solely to BMS, or study data related solely to BDC-1001 , which will belong solely to the Company .

The parties may conduct additional clinical trials on the combined therapy which may be sponsored and funded by one party, or jointly funded.

Given the terms of the BMS Agreement, the Company concluded that it is not within the scope of ASC 808 or ASC 606.

Any relevant costs arising from the clinical trial will be expensed as incurred.

As of September 30, 2021, the Company has not initiated the clinical trial for the combination therapy of nivolumab and BDC-1001.

Commitments and Contingencies

6 unchanged sentences

The remaining 35,690 square feet of additional office, laboratory and vivarium space commenced in June 2021 and the extension of the 25,956 square feet under an existing lease is expected to commence in 2025.

As of June 30, 2021, the operating lease right-of-use assets and operating lease liabilities for the 45,690 square feet of additional space were $ 18.5 million and $ 19.2 million, respectively.

As of September 30, 2021, the operating lease right-of-use assets and operating lease liabilities for the 45,690 square feet of additional space were $ 18.3 million and $ 19.0 million, respectively.

In connection with the execution of the Chesapeake Master Lease, the Company entered into two operating lease agreements to sublease portions of the premises to two unrelated third parties.

3 unchanged sentences

The subtenants have no option to extend the sublease term.

Sublease income under the two sublease agreements for the three and six months ended June 30, 2021, was approximately $ 0.2 million and $ 0.3 million, respectively.

At June 30, 2021 and December 31, 2020, finance right-of-use leases are used to finance capital equipment such as printers or ozone generators and it is immaterial.

The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of June 30, 2021 were 8.4 years and 10.8 %, respectively, for the operating leases.

Sublease income under the two sublease agreements for the three and nine months ended September 30, 2021, was approximately $ 0.2 million and $ 0.5 million, respectively.

At September 30, 2021 and December 31, 2020, finance right-of-use leases are used to finance capital equipment such as printers or ozone generators and it is immaterial.

The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of September 30, 2021 were 8.2 years and 10.9 %, respectively, for the operating leases.

The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of December 31, 2020 were 6.3 years and 9.5 %, respectively, for the operating leases.

The Company lease discount rates are based on estimates of its incremental borrowing rate, as the discount rates implicit in the Company’s leases cannot be readily determined.

As the Company does not have any outstanding debt, the Company estimates the incremental borrowing

rate based on its estimated credit rating and available market information.

As the Company does not have any outstanding debt, the Company estimates the incremental borrowing rate based on its estimated credit rating and available market information.

The components of lease expense were as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Total operating lease cost

Supplemental cash flow information related to leases was as follows (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Operating cash flows from operating leases

The following is a schedule by year for future maturities of the Company’s operating lease liabilities and sublease income to be received as of June 30, 2021 (in thousands):

The following is a schedule by year for future maturities of the Company’s operating lease liabilities and sublease income to be received as of September 30, 2021 (in thousands):

Operating Leases

5 unchanged sentences

The agreement is cancelable by the Company upon delivering the appropriate prior written notice.

At June 30, 2021, potential future milestone payments under this agreement were up to $ 2.0 million.

At September 30, 2021, potential future milestone payments under this agreement were up to $ 2.0 million.

Guarantees and Indemnifications

2 unchanged sentences

To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.

As of June 30, 2021, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently had not recorded related liabilities.

As of September 30, 2021, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently had not recorded related liabilities.

Legal Proceedings

4 unchanged sentences

The first tranche closed in June 2020 and the Company raised $ 41.3 million, net of issuance costs of $ 0.2 million, and issued 5,162,173 shares of Series C-1 convertible preferred stock at $ 8.05 per share.

In addition, the investors agreed to buy and the Company agreed to sell up to 5,611,065 shares of Series C-2 convertible

preferred stock at a price per share of $ 9.2575 , for potential additional gross proceeds of $ 51.9 million, upon the achievement of certain milestones as defined in the agreement.

In addition, the investors agreed to buy and the Company agreed to sell up to 5,611,065 shares of Series C-2 convertible preferred stock at a price per share of $ 9.2575 , for potential additional gross proceeds of $ 51.9 million, upon the achievement of certain milestones as defined in the agreement.

The commitment made by the investors to invest in the second tranche of the Series C Agreement was considered a separate freestanding financial instrument and was recorded as a Convertible Preferred Stock Purchase Right Liability in the amount of $ 13.5 million upon the issuance of the first tranche of the Series C-1 convertible preferred stock in June 2020.

The commitment was accounted for at fair value during the period it was outstanding with changes in fair value recorded as other income (expense) in the statement of operations and comprehensive loss.

During the three months ended March 31, 2021, changes in fair value of this liability totaling $ 6.1 million have been recorded in other income (expense) in the statement of operations and comprehensive loss.

During the nine months ended September 30, 2021, changes in fair value of this

liability totaling $ 6.1 million have been recorded in other income (expense) in the statement of operations and comprehensive loss.

In January 2021, the Company issued the additional 5,611,059 shares of Series C-2 convertible preferred stock for net proceeds of $ 51.9 million and accordingly, this contractual obligation was settled and the preferred stock purchase right liability was remeasured to its fair value and reclassified to permanent equity.

13 unchanged sentences

Employees purchase shares of common stock at a price per share equal to 85 % of the lower of the fair market value at the start or end of the six-month purchase periods within the two-year offering period.

During the three and six months ended June 30, 2021, 29,685 shares had been issued under the 2021 ESPP.

During the three and nine months ended September 30, 2021, 29,685 shares had been issued under the 2021 ESPP.

Performance and Service Based Stock Options

2 unchanged sentences

The Company determined that the financing milestone was achieved during January 2021.

Accordingly, the Company recognized stock-based compensation expense related to the Performance Awards of approximately $ 0.1 million and $ 0.6 million for the three and six months ended June 30, 2021, respectively.

Accordingly, the Company recognized stock-based compensation expense related to the Performance Awards of approximately $ 0.1 million and $ 0.7 million for the three and nine months ended September 30, 2021, respectively.

The weighted-average grant date fair value of the Performance Awards was $ 3.24 per share.

1 unchanged sentence

The following table summarizes the components of stock-based compensation expense recognized in the Company’s statement of operations and comprehensive loss (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Research and development

3 unchanged sentences

The right to repurchase these shares lapses over the vesting periods, which are generally four years .

As of June 30, 2021 and December 31, 2020, there were 10,904 and 47,180 , respectively, unvested shares representing an early exercise liability of approximately $ 28,000 and $ 0.1 million, respectively.

As of September 30, 2021 and December 31, 2020, there were 4,966 and 47,180 ,

respectively, unvested shares representing an early exercise liability of approximately $ 13,000 and $ 0.1 million , respectively .

The unvested shares purchased by the employees are not deemed, for accounting purposes, to be outstanding.

1 unchanged sentence

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders, which excludes shares which are legally outstanding, but subject to repurchase by the Company (in thousands, except share and per share amounts):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Weighted average common shares outstanding

4 unchanged sentences

Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares):

Three and Six Months Ended

Three and Nine Months Ended

Convertible preferred stock

2 unchanged sentences

unvested early exercised stock options and restricted

The ESPP did not exist in 2020, and the potentially dilutive shares to be issued under the ESPP as of June 30, 2021 were not included in the calculation of dilutive net loss per share because they would be anti-dilutive and were immaterial.

The ESPP did not exist in 2020, and the potentially dilutive shares to be issued under the ESPP as of September 30, 2021 were not included in the calculation of dilutive net loss per share because they would be anti-dilutive and were immaterial.

SPECIAL Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements, including statements regarding:

any impact of the COVID-19 pandemic, or responses to the pandemic, on our business, collaborations, clinical trials or personnel;

our expectations regarding the potential benefits of our strategy and technology;

our expectations regarding the operation of our product candidates, collaborations and related benefits;

our beliefs regarding our industry;

our beliefs regarding the success, cost and timing of our product candidate development and collaboration activities and current and future clinical trials and studies;

our beliefs regarding the potential markets for our product candidates, collaborations and our and our collaborators’ ability to serve those markets;

our ability to attract and retain key personnel;

our ability to obtain funding for our operations, including funding necessary to complete further development and any commercialization of our product candidates;

regulatory developments in the United States (the “U.S.”) and foreign countries, with respect to our product candidates.

These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology.

These forward-looking statements are only predictions.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations.

These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021.

The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

Moreover, we operate in an evolving environment.

New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

We have common law trademark rights in the unregistered marks “Bolt Biotherapeutics, Inc.,” “Boltbody,” and the Bolt Biotherapeutics logo in certain jurisdictions.

Solely for convenience, trademarks and tradenames referred to in this Quarterly Report appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements