Boundless Bio (BOLD) M&A announcement summary

Deal rationale and strategic fit

• Merger creates a clinical-stage biotech focused on advancing SERP-01, a base editing therapy for Alpha-1 Antitrypsin Deficiency (AATD), leveraging Serapha's clinical pipeline and Boundless's public market platform.

• The combined entity aims to address a significant unmet need for up to 100,000 Americans and more globally with severe AATD.

• Strategic review led to unanimous board approval, focusing on maximizing shareholder value and leveraging both companies' assets.

• Transaction provides Serapha with capital and a public listing to accelerate clinical development.

Financial terms and conditions

• All-stock transaction with pre-merger Boundless stockholders receiving a $44M–$48M cash dividend before closing.

• Pre-merger Boundless stockholders will own about 3.7% of the combined company; Serapha stockholders (including new investors) will own 96.3%.

• $230 million concurrent private placement, with $138 million already funded and $92 million to close with the merger.

• Serapha's Series A and additional pre-closing equity financing provide cash runway into H2 2029.

Synergies and expected cost savings

• Merger enables efficient use of capital and resources to advance SERP-01 through Phase 2 completion and Phase 3 initiation.

• Access to company-building support and clinical development accelerators from major investors.