BOLT 10-K & 10-Q changes, risk factors and insider trading

In addition, because of the numerous risks and uncertainties associated with pharmaceutical products and development, we are unable to accurately predict the timing or amount of increased expenses and when, or if, we will be able to achieve profitability. Our expenses could increase and profitability could be further delayed if we decide to or are required by the FDA or other regulatory authorities such as the European Medicines Agency, or EMA, or the U.K. Medicines & Healthcare Products Regulatory Agency, or MHRA, to perform studies or trials in addition to those currently expected, or if there are any delays in the development or completion of any planned or future preclinical studies or clinical trials of our current and future product candidates. Even if we complete the development and regulatory processes described above, we anticipate incurring significant costs associated with launching and commercializing our current and future product candidates.

We have incurred net losses and negative cash flows from operations since our inception, with an accumulated deficit of $427.4$460.8 million and anticipate continuing to incur net losses for the foreseeable future. Under our current plan, whichwe includesdo income from collaboration arrangements, wenot believe our cash and cash equivalents and marketable securities of $70.2$31.8 million as of December  31, 20242025 maywill be sufficient to fund our operations through mid-2026. However, due to the significantnext uncertaintytwelve inmonths. ourAs plans,a including the achievement of our collaboration income,result, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year after the issuance of the consolidated financial statements.concern.

In addition, we cannot guarantee that future financing will be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities by us, whether equity or debt, or the market perception that such issuances are likely to occur, could cause the market price of our common stock to decline. If we are unable to obtain funding on a timely basis on acceptable terms, we may be required to delay, reduce or terminate one or more of our research and development programs or the commercialization of any product candidates that may be approved. This could harm our business and could potentially cause us to cease operations. Considering all of these factors, we believe that there is substantial doubt about our ability to continue to operate as a going concern.concern within one year.

We have invested most of our efforts in developing our Boltbody ISAC approach, identifying potential product candidates and conducting preclinical studies. In May 2024, we announced the discontinuation of the development of our previous lead product candidate, trastuzumab imbotolimod because we determined that it was not efficacious enough to be a commercially viable treatment option for patients. We do not have any products that have received regulatory approval and may never be able to develop marketable product candidates. We are very early in our product candidate development efforts and BDC-3042BDC-4182 is in the early stages of clinical development. We expect that a substantial portion of our efforts and expenses over the next several years will be devoted to the development of BDC-3042, BDC-4182,BDC-4182 and our collaborations. We cannot be certain that any of our other product candidates will receive regulatory approval or will be successfully commercialized even if they receive regulatory approval. The research, testing, manufacturing, safety, efficacy, labeling, approval, sale, marketing and distribution of our product candidates are, and will remain, subject to comprehensive regulation by the FDA and similar foreign regulatory authorities. Before obtaining regulatory approvals for the commercial sale of any product candidate, we must demonstrate through preclinical studies and clinical trials that the product candidate is safe and effective for use in each target indication. Drug development is a long, expensive and uncertain process, and delay or failure can occur at any stage of any of our clinical trials. Failure to obtain regulatory approval for our product candidates will prevent us from commercializing and marketing our product candidates, or receiving royalty payments from our collaborators. The success of our product candidates will depend on several additional factors, including:

In addition, the clinical trial requirements of the FDA, the EMA, the MHRAFDA and other regulatory agencies and the criteria these regulators may use to determine the safety and efficacy of a product candidate vary substantially according to the type, complexity, novelty and intended use and market of the potential products. The regulatory approval process for novel product candidates such as ours can be more expensive and take longer than for other, better known or extensively studied pharmaceutical or other product candidates.

Our discovery and development of product candidates based on our Boltbody ISAC (immune-stimulating antibody conjugate) approach, as well as the BDC-3042 program based on dectin-2 agonism,approach are unproven, which makes it difficult to predict the time and cost of product candidate development, and we do not know whether we will be able to develop any products of commercial value, or if competing technological approaches will limit the commercial value of our product candidates or render our platform obsolete.

The success of our business depends primarily upon our ability to identify, develop and commercialize products based on our proprietary Boltbody ISAC approach, which leverages a novel and unproven approach. Our BDC-3042 program relies on agonizing dectin-2 to reprogram TAMs and is also a novel and unproven approach. BDC-3042 is in clinical development and weWe have not yet completed any clinical trials for any product candidate or obtained marketing approval thereafter. Our research methodology and novel approach to immunotherapy may be unsuccessful in identifying additional product candidates, and any product candidates based on our technology may be shown to have harmful side effects or may have other characteristics that may necessitate additional clinical testing, or make the product candidates unmarketable or unlikely to receive marketing approval. For example, in August 2022, we announced the discontinuation of development of BDC-2034 due to off-target toxicity related to the targeting antibody. Additionally, in May 2024, we announced the discontinuation of development of our previous lead product candidate, trastuzumab imbotolimod because we determined that it was not efficacious enough to be a commercially viable treatment option for patients. Further, because all of our product candidates and development programs are based on our technology approach, adverse developments with respect to one of our programs may have a significant adverse impact on the actual or perceived likelihood of success and value of our other programs.

The successful commercialization of certain of our product candidates will depend in part on the extent to which governmental authorities and health insurers establish adequate coverage, reimbursement levels and pricing policies. Failure to obtain or maintain adequate coverage and reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate revenue.

The availability and adequacy of coverage and reimbursement by governmental healthcare programs such as Medicare and Medicaid, private health insurers and other third-party payors are essential for most patients to be able to afford products such as our product candidates, if approved. Our ability to achieve acceptable levels of coverage and reimbursement for products by governmental authorities, private health insurers and other organizations will have an effect on our ability to successfully commercialize our product candidates and attract additional collaboration partners to invest in the development of our product candidates. Coverage under certain government programs, such as Medicare, Medicaid, the 340B drug pricing program and TRICARE, may not be available for certain of our product candidates. Assuming we obtain coverage for a given product by a third-party payor, the resulting reimbursement payment rates may not be adequate or may require co-payments that patients find unacceptably high. We cannot be sure that coverage and reimbursement in the United States, European Union Member States or elsewhere will be available for any product that we may develop, and any reimbursement that may become available may be decreased or eliminated in the future.

Moreover, increasing efforts by governmental and third-party payors in the United States and abroad to cap or reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate payment for our product candidates. For example, the U.S. Department of Health and Human Services, or HHS, imposes rebates on many Medicare Part B and Medicare Part D products to penalize price increases that outpace inflation on an annual basis. In addition, HHS has been empowered to negotiate the price of certain single-source biologics that have been on the market for at least eleven (11) years covered under Medicare as part of the Medicare Drug Price Negotiation Program. Each year up to twenty (20) products will be selected by HHS for the Medicare Drug Price Negotiation Program. Products subject to the Medicare Drug Price Negotiation Program are expected to experience a significant reduction in reimbursement from the Medicare program on a per unit basis. We expect to experience pricing pressures in connection with the sale of any of our product candidates due to the trend toward managed healthcare, the increasing influence of health maintenance organizations, and additional legislative changes. The downward pressure on healthcare costs in general, particularly prescription drugs, has become very intense. As a result, increasingly high barriers are being erected to the entry of new products. If coverage and adequate reimbursement are not available, or are available only to limited levels, we may not be able to successfully commercialize our current and any future product candidates that we develop, which could have an adverse effect on our operating results and our overall financial condition. The continuing efforts of the government, insurance companies, managed care organizations and other payors of health care services to contain or reduce costs of health care may adversely affect:

We do not have our own manufacturing capabilities and rely on third parties to produce clinical and commercial supplies of BDC-3042, BDC-4182 and our other current and future product candidates.

We and our CROs and other vendors are required to comply with current good manufacturing practice, or cGMP, good clinical practice, or GCP, and good laboratory practice, or GLP, which are regulations and guidelines enforced by the FDA, the Competent Authorities of the Member States of the European UnionFDA and any comparable foreign regulatory authorities for all of our product candidates in preclinical and clinical development. Regulatory authorities enforce these regulations through periodic inspections of trial sponsors, principal investigators, clinical trial sites and other contractors. Although we rely on CROs to conduct any current or planned GLP-compliant preclinical studies and GCP-compliant clinical trials and have limited influence over their actual performance, we remain responsible for ensuring that each of our preclinical studies and clinical trials is conducted in accordance with its investigational plan and protocol and applicable laws and regulations, and our reliance on the CROs does not relieve us of our regulatory responsibilities. If we or any of our CROs or vendors fail to comply with applicable regulations, the data generated in our preclinical studies and clinical trials may be deemed unreliable and the FDA, EMA, MHRAFDA or any comparable foreign regulatory agency may require us to perform additional preclinical studies and clinical trials before approving our marketing applications. We cannot assure you that upon inspection by a given regulatory agency, such regulatory agency will determine that all of our clinical trials comply with GCP regulations. In addition, our clinical trials must be conducted with products produced under cGMP requirements. Our failure to comply with these requirements may require us to repeat clinical trials, which would delay the regulatory approval process.

We face significant competition in seeking appropriate collaborators, and a number of more established companies may also be pursuing strategies to license or acquire third-party intellectual property rights that we may consider attractive. These established companies may have a competitive advantage over us due to their size, financial resources and greater clinical development and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Whether we reach a definitive agreement for a collaboration will depend, among other things, upon our assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator’s evaluation of a number of factors. Those factors may include the design or results of clinical trials, the likelihood of approval by the FDA, EMA, MHRAFDA or similar foreign regulatory authorities, the potential market for the subject product candidate, the costs and complexities of manufacturing and delivering such product candidate to patients, competing products, the existence of uncertainty with respect to our ownership of technology, which can exist if there is a challenge to such ownership without regard to the merits of the challenge, and industry and market conditions generally. The collaborator may also consider alternative product candidates or technologies for similar indications that may be available to collaborate on and whether such a collaboration could be more attractive than the one with us for our product candidate. We may also be restricted under future license agreements from entering into agreements on certain terms with potential collaborators. Collaborations are complex and time-consuming to negotiate and document. In addition, there have been a significant number of recent business combinations among large pharmaceutical companies that have resulted in a reduced number of potential future collaborators.

In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, or collectively, the Affordable Care Act,ACA, was enacted, which includes measures that have significantly changed the way health care is financed by both governmental and private insurers. There have been executive, judicial and congressional challenges and amendments to certain aspects of the Affordable Care Act.ACA. For example, on AugustJuly 16,4, 2022, President Biden signed2025, the InflationOne ReductionBig ActBeautiful ofBill 2022,Act, or IRA,the OBBBA, was signed into law, which narrowed access to ACA marketplace exchange enrollment and declined to extend the ACA enhanced advanced premium tax credits that expired at the end of 2025, which, among other things,provisions extendsin enhancedthe subsidieslaw, are anticipated to reduce the number of Americans with health insurance. The OBBBA also is expected to reduce Medicaid spending and enrollment by implementing work requirements for individualssome purchasingbeneficiaries, healthcapping insurancestate-directed coveragepayments, inreducing Affordablefederal Carefunding, Actand marketplaceslimiting throughprovider plantaxes yearused 2025.to The IRA also eliminatesfund the "donutprogram. hole"Congress underis considering proposed legislation intended to further reduce healthcare costs with alternatives to replace the Medicareexpired PartACA D program beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost and creating a new manufacturer discount program.subsidies. It is possible that the Affordable Care ActACA will be subject to judicial or congressional challenges in the future. It is unclear how any such challenges and the healthcare reform measures of the second Trumpcurrent administration will impact the Affordable Care Act.ACA.

In addition, other legislative changes have been proposed and adopted since the Affordable Care ActACA was enacted. For example, in August 2011, President Obama signed into law the Budget Control Act of 2011, which, among other things, created the Joint Select Committee on Deficit Reduction to recommend to Congress proposals in spending reductions. The Joint Select Committee on Deficit Reduction did not achieve a targeted deficit reduction, which triggered the legislation’s automatic reduction to several government programs. This includes aggregate reductions to Medicare payments to providers of, on average, 2% per fiscal year until 2032, unless Congress takes additional action.

the U.S. federal legislation commonly referred to as Physician Payments Sunshine Act, enacted as part of the Affordable Care Act,ACA, and its implementing regulations, which requires certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to the Centers for Medicare & Medicaid Services information related to certain payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other healthcare professionals (such as physicians assistants and nurse practitioners), and teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members;

analogous state laws and regulations, including: state and local laws requiring certain regulatory licenses to manufacture or distribute pharmaceutical products commercially and/or the registration of pharmaceutical sales representatives in the jurisdiction; state anti-kickback and false claims laws, which may apply to our business practices, including, but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws and regulations that require drug manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities; state and local laws requiring the registration of pharmaceutical sales representatives; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts; and European and other foreign law equivalents of each of the laws, including reporting requirements detailing interactions with and payments to healthcare providers.

We are dependent on a global supply chain for products to be used in our clinical trials and, if approved by the regulatory authorities, for commercialization. Current macroeconomic uncertainties, including the effects of pandemics, could impact personnel at third-party manufacturing facilities in the United States and other countries, or the availability or cost of materials or supplies, which could disrupt our supply chain or our ability to enroll patients in or perform testing for our clinical trials. For example, any manufacturing supply interruption of BDC-3042, which is manufactured at facilities in South Korea, or any future product candidates, could adversely affect our ability to conduct ongoing and future clinical trials of BDC-3042 and any future product candidates.

We are exposed to the risk that our employees, independent contractors, consultants, commercial collaborators, principal investigators, CROs and vendors may engage in fraudulent conduct or other illegal activity. Misconduct by these parties could include intentional, reckless or negligent conduct or unauthorized activities that violates (1) the laws and regulations of the FDA, the EMA, the MHRAFDA and other similar regulatory authorities, including those laws requiring the reporting of true, complete and accurate information to such authorities, (2) manufacturing standards, (3) federal and state data privacy, security, fraud and abuse and other healthcare laws and regulations in the United States and abroad and (4) laws that require the true, complete and accurate reporting of financial information or data. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Misconduct by these parties could also involve the improper use of individually identifiable information, including information obtained in the course of clinical trials, creating fraudulent data in our preclinical studies or clinical trials or illegal misappropriation of product candidates, which could result in regulatory sanctions and serious harm to our reputation.

The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates and uncertainty about economic stability. For example, the COVID-19Russia-Ukraine pandemicwar, resultedthe in widespread unemployment, economic slowdown and extreme volatilityconflict in the capitalMiddle markets. Similarly, geopolitical conflict in Ukraine, Russia,East and Israeltariffs hasimposed by the current U.S. administration have each created volatility in the global capital markets and is expected tomay have further adverse consequences for the global economic consequences,economy, including disruptions of the global supply chain and energy markets. Any such volatility and disruptions may have adverse consequences on us or the third parties on whom we rely. If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Inflation can adversely affect us by increasing our costs, including salary costs. Any significant increases in inflation and related increase in interest rates could have a material adverse effect onharm our business, results of operations and financial condition.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an “emerging growth company,” we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until we are no longer an “emerging growth company.” We could be an “emerging growth company” for up to five years,years (until December 31, 2026), although circumstances could cause us to lose that status earlier, including if the aggregate market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 (the end of our second quarter) before that time, in which case we would no longer be an “emerging growth company” as of the following December 31 (our year-end).

Our mission is to harness the power of the immune system to improve lives and eradicate cancer. This often means that our product candidates take new and unproven approaches to treating cancer. We believe that taking smart risks is critical to making breakthroughs. We are a clinical-stage biopharmaceutical company developing novel immunotherapies for the treatment of cancer. Our pipeline candidates are built on our deep expertise in myeloid biology and cancer drug development. Our various approaches use pattern recognition receptors expressed by the innate immune system to help the body eliminate tumor cells as part of a productive anti-cancer response. Our proprietary Boltbody™ ISACImmune-Stimulating Antibody Conjugate, or ISAC, platform technology combines tumor-targeting antibodies with immune-stimulating linker-payloads. We believe this approach has the potential to create products that work with a patient’s own immune system, resulting in anti-cancer efficacyactivity goodwith acceptable tolerability. Having explored more than one thousand distinct linker-payloads and multiple tumor targets, we know the importance of both the linker-payload and the antibody and have developed a library of linker-payloads for use in our own development programs and in our collaborations.

We recently selected BDC-4182 asis our next clinical candidate. BDC-4182 utilizes oura next-generation Boltbody™ ISAC technology andthat targets the tumor-associated antigen claudin 18.2. Claudin 18.2 is a clinically validated target in oncology with zolbetuximab, a first-in-class claudin 18.2-targeted monoclonal antibody, approved in Japan, the U.S., and other countries for the treatment of patients with claudin 18.2-positive, unresectable, advanced or recurrent gastric cancer in combination with chemotherapy. Other programs targeting claudin 18.2 are in development for the treatment of gastric/gastroesophageal junction cancer, pancreatic cancer, and other tumor types. We are currently completing final preparations to initiate the first clinical trial evaluating BDC-4182 in patients. Clinical candidate selection wasis supported by in vitro and in vivo experiments demonstrating potent anti-tumor activity in multiple preclinical models, safety and tolerability in a non-GLP non-human primate toxicology study,studies, and enhanced preclinicalanti-tumor efficacyactivity compared to cytotoxic ADCsantibody-drug conjugates, or ADCs, in murine tumor models. Data on our claudin 18.2 Boltbody ISAC program was presented at the Society for Immunotherapy of Cancer’s (SITC) Annual Meetings in both November of 2025, 2024 and 2023. WeThe expectfirst-in-human toPhase initiate1 ourdose firstescalation trial of BDC-4182 is ongoing in humansubjects clinicalwith trialgastric/gastroesophageal injunction 2025.cancer.

In May 2024, we announced a strategic pipeline prioritization and restructuring plan pursuant to which we reduced overall operating expenses and discontinued development of trastuzumab imbotolimod, formerly known as BDC-1001, in order to focus on our Phase 1 asset, BDC-3042,BDC-3042 and our next generation Boltbody™ ISAC platform including new clinical candidate BDC-4182, targeting claudin 18.2 and reduce overall operating expenses.BDC-4182. The restructuring plan reduced our workforce by approximately 50 employees, or approximately 50% of our workforce. We estimateincurred total restructuring charges of $3.6 million, including $2.9 million in one-time termination benefits, such as severance costs and related benefits, and $0.7 million in non-cash stock-based compensation expenses. The severance payments commenced in July 2024 and will extendextended through July 2025.

We have incurred operating losses since our inception. Our net losses were $63.1$33.4 million and $69.2$63.1 million for the years ended December 31, 20242025 and 2023,2024, respectively. As of December 31, 2024,2025, we had an accumulated deficit of $427.4$460.8 million. Substantially all of our net losses have resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations. We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future as we:

Our direct research and development expenses consist principally of external costs, such as fees paid to CROs and consultants in connection with our clinical and preclinical studies and costs related to manufacturing materials for our studies. Since our inception and through December 31, 2024,2025, the majority of our third-party expenses were related to the research and development of trastuzumab imbotolimod, BDC-3042, BDC-4182 and other product candidates. With the exception of costs incurred to satisfy our performance obligations under our collaboration agreements, we do not allocate employee costs and costs associated with our discovery efforts, laboratory supplies, and facilities, including other indirect costs, to specific product candidates as these costs are associated with multiple programs and, as such, are not separately classified. We use internal resources primarily to conduct our research as well as for managing our preclinical development, process development, manufacturing, and clinical development activities. We deploy our personnel across all of our research and development activities and, as our employees work across multiple programs, we do not currently track our costs by product candidate.

Other income in 2025 consists of income earned from miscellaneous activities not core to our business. Other income in 2024 consists of the one-time payment received from Innovent under theour Amendedcollaboration Innovent Agreement.agreement.

Research and development expenses decreased by $4.0$29.0 million from $61.5 million in 2023 to $57.5 million in 2024.2024 to $28.5 million in 2025. The decrease was due to $4.1$9.8 million in lower personnel-related expenses due to a decrease in headcount related to the reduction in workforce,as a decreaseresult of $0.9our restructuring plans, $6.9 million in facilitieslower expenses,clinical $0.8expenses resulting from the discontinuation of trastuzumab imbotolimod clinical development, $4.9 million in lower research and development lab supplies and contract services expense, and a decrease of $0.4$4.5 million in consultinglower facilities expenses, offset by $1.3$2.6 million in higher clinical expenses related to the advancement of trastuzumab imbotolimod clinical trial into Phase 2 in both monotherapy and in combination with nivolumab and $1.0 million in higherlower manufacturing expenses related to morelower raw materialsmaterial purchasedpurchases and the timing of batch production of our product candidates.candidates and $0.5 million in lower office and travel expenses, offset by an increase of $0.4 million in consulting expenses.

General and administrative expenses decreased by $4.0$4.7 millionmillion, from $22.5 million in 2023 to $18.5 million in 2024.2024 to $13.8 million in 2025. The decrease was due to $3.5$4.9 million decrease in salary, bonus and related expenses as a result of theour restructuring plan,plans, a decrease of $1.5$0.8 million in lower consulting, professional services, marketing expenses, and public relations expenses primarily related to a decrease in legal expenses, and $1.0 million in lower office and travel expenses, offset by $0.9$2.3 million in higher facility expenses.

Restructuring charges were $1.5 million in 2025, consisting of $1.5 million of one-time termination benefits such as severance costs and related benefits as a result of the October 2025 restructuring plan. Restructuring charges were $3.3 million in 2024, consisting of $2.9 million of one-time termination benefits such as severance costs and related benefits and $0.7 million of non-cash stock-based compensation expense as a result of athe May 2024 restructuring plan. There were no restructuring charges in 2023.

ImpairmentWe had no impairment charges werein 2025 and $1.5 million of impairment charges in 2024. OnIn August 7, 2020, the Companywe executed a non-cancellable lease agreement (the “Chesapeake Master Lease”), which consist of an existing lease and additional space, for its corporate office, laboratory and vivarium space in Redwood City, California. In December 2024, we initiated efforts to sublease part of our Chesapeake Master Lease, which represented a change in circumstances and constituted a triggering event. In response, we performed an impairment evaluation to assess the impact on the carrying value of our long-lived assets. Based on this evaluation, we determined that an impairment charge was required and recognized an impairment loss. There were no impairment charges in 2023.

Other income was $0.2 million in 2025 and $4.7 million in 20242024. andOther zeroincome in 2023.2025 Theconsists otherof income earned from miscellaneous activities not core to our business. Other income in 2024 wasconsists due toof the one-time payment received from Innovent under theour Amendedcollaboration Innovent Agreement.agreement.

We have incurred net losses, $63.1$33.4 million and $69.2$63.1 million in 20242025 and 2023,2024, respectively, and negative cash flows from operations since our inception, with an accumulated deficit of $427.4$460.8 millionmillion, and we anticipate continuing to incur net operating losses and negative cash flows from operations for the foreseeable future. Under our current plan, which includes income from collaboration arrangements, we believe our cash and cash equivalents and marketable securities of $70.2$31.8 million as of December  31, 20242025 may be sufficient to fund our operations throughinto mid-2026.early However,2027. dueAs toa the significant uncertainty in our plans, including the achievement of our collaboration income,result, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year after the issuancefiling of thethis consolidatedAnnual financial statements.Report.

Net cash provided by investing activities was $57.6$44.3 million and $71.0$57.6 million in 20242025 and 2023,2024, respectively. The net cash provided by investing activities in 20242025 was due to $146.3$72.4 million in maturities of marketable securities,securities and $1.0 million in proceeds from sales of property and equipment, offset by $88.9$29.0 million in purchases of marketable securities. The net cash provided by investing activities for the same period in 20232024 was due to $236.2$146.3 million maturities of marketable securities, offset by $165.0$88.9 million in purchases of marketable securities and $0.2 million in purchases of property and equipment.securities.

Net cash provided by financing activities was $0.1 million$20,000 and $0.3$0.1 million for 20242025 and 2023,2024, respectively. The net cash provided by financing activities for 20242025 was due to net proceeds from the issuance of common stock from our employee stock purchase plan. The net cash provided by financing activities for the same period in 20232024 was due to the net proceeds from the issuance of common stock from our employee stock purchase plan and exercise of stock options.

Based upon our current operating plans, which includes assumptions regarding collaboration revenue and sublease income, we believe that our existing cash, cash equivalents and marketable securities shouldmay be sufficient to fund our operations onlyinto throughearly mid-2026.2027. As a result of the risks inherent in budgeting for early-stage drug development,result, we have concluded that there is substantial doubt about our ability to continue as a going concern.concern within one year after the filing of this Annual Report.

License AgreementsAgreement with Stanford University

In May 2015, we entered into a license agreement with Stanford, pursuant to which Stanford granted us an exclusive license to certain inventions. Under thesethis agreements,agreement, we are obligated to pay annual license maintenance fees, which are nominal and will be creditable against any royalties payable to Stanford under such agreement in the applicable year. We are required in each agreement to make milestone payments up to an aggregate of $0.4 million for the first licensed product under such agreement that meets certain patent issuance, clinical and regulatory milestones, and an additional milestone payment of $0.2 million for each additional regulatory approval. We also agreed the license agreement to pay Stanford tiered royalties on our and our sublicensees’ net sales of licensed products, at low single-digit percentage rates, subject to certain customary reductions. Our royalty obligations continue for the term of the license agreement, and we are required to pay royalties on any licensed products made, used, imported or offered for sale during the term of such agreement but sold after the term of the agreement. In addition, we are obligated in the license agreement to pay Stanford a sub-teen double digit to low teen double-digit percentage, based on the date of sublicensing, of certain consideration we receive as a result of granting sublicenses to the licensed patents. Pursuant to the license agreement, we will reimburse Stanford’s patent expenses, including reasonable costs incurred in assisting us with prosecuting and maintaining licensed patents.

In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an "emerging growth company" may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. We will cease to be an emerging growth company as of December 31, 2026.

The following discussion and analysis of our financial condition as of MarchJune 31,30, 2026 and results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and in our other SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026. Except as otherwise indicated herein or as the context otherwise requires, references in this Quarterly Report on Form 10-Q to “Bolt Bio,” “the Company,” “we,” “us” and “our” refer to Bolt Biotherapeutics, Inc.

BDC-4182 is a next-generation Boltbody™ ISAC that targets the tumor-associated antigen claudin 18.2. Claudin 18.2 is a clinically validated target in oncology with zolbetuximab, a claudin 18.2-targeted monoclonal antibody, approved in Japan, the U.S., and other countries for the treatment of patients with claudin 18.2-positive, unresectable, advanced or recurrent gastric cancer in combination with chemotherapy. Other programs targeting claudin 18.2 are in development for the treatment of gastric/gastroesophageal junction cancer, pancreatic cancer, and other tumor types. BDC-4182 is supported by in vitro and in vivo experiments demonstrating potent anti-tumor activity in multiple preclinical models, safety and tolerability in toxicology studies, and enhanced anti-tumor activity compared to cytotoxic antibody-drug conjugates, or ADCs, in murine tumor models. DataPreclinical ondata supporting our claudin 18.2 Boltbody ISAC program was presented at the Society for Immunotherapy of Cancer’s (SITC) Annual Meetings in November of 2025, 2024 and 2023. The first-in-human Phase 1/2 clinical trial of BDC-4182 is ongoing in subjects with gastric and gastroesophageal junction cancer.

In October 2025, we announced a restructuring plan pursuant to which we reduced our overall operating expenses in order to preserve cash. The restructuring included a reduction of our workforce by approximately 20 employees, or approximately 50% of our workforce. We incurred a restructuring charge of $1.5 million in one-time termination benefits, such as severance costs and related benefits. The reduction-in-force was complete by the end of 2025 and the associated charges were recorded in the fourth quarter of 2025. The severance payments commenced in October 2025 and are expected to extendextended through July 2026.

We have incurred operating losses since our inception. Our net losses were $7.2$7.7 million and $11.0$15.0 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $8.6 million and $19.6 million for the three and six months ended June 30, 2025, respectively. As of MarchJune 31,30, 2026, we had an accumulated deficit of $468.0$475.7 million. Substantially all of our net losses have resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we:

Our direct research and development expenses consist principally of external costs, such as fees paid to CROs and consultants in connection with our clinical and preclinical studies and costs related to manufacturing materials for our studies. Since our inception and through MarchJune 31,30, 2026, the majority of our third-party expenses were related to the research and development of BDC-4182, BDC-3042, trastuzumab imbotolimod and other product candidates. With the exception of costs incurred to satisfy our performance obligations under our collaboration agreements, we do not allocate employee costs and costs associated with our discovery efforts, laboratory supplies, and facilities, including other indirect costs, to specific product candidates as these costs are associated with multiple programs and, as such, are not separately classified. We use internal resources primarily to conduct our research as well as for managing our preclinical development, process development, manufacturing, and clinical development activities. We deploy our personnel across all of our research and development activities and, as our employees work across multiple programs, we do not currently track our costs by product candidate.

Comparison of the Three and Six Months Ended March 31, 2026 and 2025

Revenue was $26,000$5,000 and $1.2$31,000 for the three and six months ended June 30, 2026, respectively, and $1.8 million and $3.0 million for the three and six months ended MarchJune 31, 2026 and30, 2025, respectively. The decrease in revenue is primarily due to limited activities with our collaboration partners. Our revenue in 2025 was due to continued progress in our collaborations as we fulfill our performance obligations to our collaboration partners. We expect our collaboration revenue to vary from period to period, and we may have periods of little to no activity depending on the development timeline and activities with our collaboration partners.

Research and development expenses were $4.8$5.1 million and $9.5$10.0 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $7.5 million and $17.0 million for the three and six months ended June 30, 2025, respectively. The decrease of $2.4 million in the comparable three-month periods was primarily due to $1.8$1.6 million in lower personnel-related expenses due to a decrease in headcount related to the October 2025 reduction in workforce, $1.3$0.4 million in lower facility expenses, $0.2 million in lower research and development lab supplies and contract services expense, $0.7 million in lower facility expenses, $0.6$0.2 million in lower manufacturing expenses related to the timing of batch production of our product candidates, offset by an increase of $0.2 million in clinical expenses. The decrease of $7.0 million in the comparable six-month periods was due to $3.3 million in lower clinicalpersonnel-related expenses anddue to a decrease in headcount related to the October 2025 reduction in workforce, $1.6 million in lower consultingresearch and professionaldevelopment services.lab supplies and contract services, $1.2 million in lower facility expenses, and $0.9 million in lower process development and manufacturing expense.

General and administrative expenses were $2.8$2.4 million and $3.8$5.2 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $3.5 million and $7.3 million for three and six months ended June 30, 2025, respectively. The decrease of $1.1 million in the comparable three-month periods was due to $0.9$0.5 million in lower personnel-related expenses due to a decrease in headcount related to the October 2025 reduction in workforce, a decrease of $0.3 million in lower consulting and professional services,services offsetand bya decrease of $0.2 million in highermarketing and office related expenses. The decrease of $2.1 million in the comparable six-month period was due to a $1.4 million decrease in lower personnel-related expenses due to a decrease in headcount related to the October 2025 reduction in workforce and a decrease of $0.7 million in consulting and professional services, offset by an increase in facility expenses.expenses of $0.2 million.

Interest income was $0.3$0.2 million and $1.1$0.5 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $0.6 million and $1.7 million for the three and six months ended June 30, 2025, respectively. The decrease in our interest income, netnet, in 2026 was due to less cash being invested compared to the prior year2025, and a decrease in interest rates.

Other income was $0.1$0.5 million and $22,000$0.6 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $50,000 and $0.1 million for the three and six months ended June 30, 2025, respectively. Other income did not change significantly from the prior year.2025.

We have incurred net losses,losses $7.2of $7.7 million and $11.0$15.0 million for the three and six months ended MarchJune 31,30, 2026 and 2025,2026, respectively, and $8.6 million and $19.6 million for the three and six months ended June 30, 2025, respectively. We have incurred negative cash flows from operations since our inception, with an accumulated deficit of $468.0$475.7 million as of MarchJune 31,30, 2026, and we anticipate continuing to incur net operating losses and negative cash flows from operations for the foreseeable future. Under our current operating plans, we believe our cash and cash equivalents and marketable securities of $23.9$18.1 million as of MarchJune 31,30, 2026 may be sufficient to fund our operations into earlyfirst quarter 2027. As a result, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year after the issuance of the unaudited condensed consolidated financial statements.

Net cash used in operating activities was $8.0$14.6 million and $13.4$23.0 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was due to our net loss of $7.2$15.0 million, adjusted downincrease for $1.3$3.1 million of non-cash charges and updecrease for a $2.1$2.7 million change in operating assets and liabilities. The non-cash charges were comprised of $0.5$1.1 million for stock-based compensation, $0.7$1.3 million of non-cash lease-related expense, and $0.2$0.8 million for depreciationasset and amortization expense. The change in net operating assets was primarily due to a $1.4 million decrease in our accounts payable and accrued expenses, a $0.7 million decrease in operating lease liabilities, and a $0.1 million increase in our prepaid expenses and other current assets. Net cash used in operating activities for the three months ended March 31, 2025 was due to our net loss of $11.0 million, adjusted down for $1.2 million of non-cashimpairment charges and up for a $3.6 million change in operating assets and liabilities. The non-cash charges were comprised of $0.7 million for stock-based compensation, $0.6 million of non-cash lease-related expense, $0.4 million for depreciation and amortization expense, $0.3partially offset by $0.4 million of gain on sale of property and equipment,equipment partiallyand offset by $0.2$0.1 million for accretion of discount on marketable securities. The change in net operating assets was primarily due to a $2.5$1.2 million decrease in our accounts payable and accrued expenses and a $1.3 million decrease in operating lease liabilities. Net cash used in operating activities for the six months ended June 30, 2025 was due to our net loss of $19.6 million, adjusted down for $2.7 million of non-cash charges and up for a $6.0 million change in operating assets and liabilities. The non-cash charges comprised $1.3 million for stock-based compensation, $1.2 million of non-cash lease-related expense, and $0.7 million for depreciation and amortization expense, partially offset by $0.4 million for accretion of discount on marketable securities and $0.3 million of gain on sale of property and equipment. The change in net operating assets was due to a $3.4 million decrease in our accounts payable and accrued expenses, a $0.5$1.5 million decrease in our deferred revenue, a $0.5$1.0 million decrease in our operating lease liabilities, and a $0.2 million increase in our prepaid expenses and other current assets, offset by a $0.1 million increase in other assets.long-term liabilities.

Net cash provided by investing activities was $7.9$15.7 million and $14.6$25.3 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The net cash provided by investing activities for the threesix months ended MarchJune 31,30, 2026 was due to $9.1$16.2 million in maturities of marketable securities and $0.7 million in proceeds from sales of property and equipment, offset by $1.2 million in purchases of marketable securities. The net cash provided by investing activities for the threesix months ended MarchJune 31,30, 2025 was due to $14.6$39.8 million in maturities of marketable securities and $1.0 million in proceeds from sales of property and equipment, offset by $1.0$15.5 million in purchases of marketable securities.

Net cash provided by financing activities was $6,000$25,000 and zero$14,000 for threethe six months ended MarchJune 31,30, 2026 and 2025, respectively. The net cash provided by financing activities for threethe six months ended MarchJune 31,30, 2026 was due to net proceeds from the issuance of common stock from our employee stock purchase plan and exercise of stock options. The net cash provided by financing activities for the six months ended June 30, 2025 was due to net proceeds from the issuance of common stock from our employee stock purchase plan.

Based upon our current operating plans, we believe that our existing cash, cash equivalents and marketable securities may be sufficient to fund our operations into earlyfirst quarter 2027. As a result, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year after the filing of these unaudited condensed consolidated financial statements.