Boundless Bio amended its Serapha Merger agreement to set a beneficial ownership limit that may not exceed 19.99% and to add rules for RSUs and pre-funded warrants. The terms determine how merger consideration is delivered, with RSUs converting into Boundless Bio awards and warrants available when common-stock issuance would breach a holder’s limit.

Key Highlights

  • Serapha RSUs, whether vested or unvested, will convert into Boundless Bio restricted stock unit awards at the merger’s effective time.
  • The authorized-share increase will require approval from a majority of shares properly cast.
  • Pre-funded warrants may be used instead of common stock when required by the ownership limitation.

Amendment Addresses Merger Mechanics

The amendment revises mechanics governing the merger involving Serapha and Boundless Bio. One stated change concerns the delivery of certain merger consideration when issuing common stock would push a holder above the applicable threshold.

The provision focuses on how consideration is delivered in that situation. Rather than leaving the mechanics unchanged, the amendment establishes an approach for circumstances in which common-stock issuance would result in a holder exceeding the threshold.

Original Agreement and Amendment

The parties entered the original merger agreement on June 22, 2026. They later signed Amendment No. 1 on Aug 28, 2026, creating the revised framework described in the article.

The amendment therefore modifies terms that were established in the original agreement. Its changes address merger consideration, financing-related definitions and provisions, warrants, and the voting standard for increasing authorized Boundless Bio common stock.

Common-Stock Issuance Threshold

The revised merger mechanics are tied to a threshold applicable to a holder. The article states that the amendment establishes how certain merger consideration will be delivered when common-stock issuance would push that holder above the threshold. It does establish that the delivery mechanics are relevant when the proposed issuance of common stock would cause the holder to cross it.

Company Pre-Closing Financing

The revised terms clarify definitions and provisions tied to the Company Pre-Closing Financing. These clarifications are identified as part of the amendment’s changes to the merger agreement. It indicates that the amendment addresses the related language within the agreement’s revised terms.

Warrant-Related Voting Change

The amendment also changes the voting standard for increasing authorized Boundless Bio common stock. Approval now requires a majority of shares properly cast, replacing the prior requirement involving a majority of shares outstanding and entitled to vote.

This change is described in connection with warrants and the authorized common-stock increase. The revised standard therefore concerns how votes are measured for that approval, while the former standard counted shares outstanding and entitled to vote.

Majority of Shares Properly Cast

Under the revised voting standard, the relevant approval is based on a majority of shares properly cast. The amendment contrasts that approach with the earlier standard, which required a majority of shares outstanding and entitled to vote. It only identifies the changed standard that will govern the vote on increasing authorized Boundless Bio common stock.

Scope of the Revised Terms

The amendment brings together several revisions to the merger agreement. It addresses delivery of certain merger consideration, clarifies Company Pre-Closing Financing language, and changes the voting standard associated with increasing authorized common stock.

The article identifies the original agreement and Amendment No. 1 by their signing dates. It does not describe other provisions, parties’ subsequent actions, or additional effects beyond the merger mechanics, financing clarifications, warrant-related voting change, and authorized-stock approval standard.

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