Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May 5,~~August 3, 2022, the registrant had ~~37,471,669~~37,641,459 shares of common stock outstanding.


	March 31,			December 31,			June 30,			December 31,
	2022			2021			2022			2021
Assets
Current assets:
Cash and cash equivalents	$	44,021		$	27,383		$	22,618		$	27,383
Short-term investments		146,880			158,836			153,717			158,836
Prepaid expenses and other current assets		5,187			2,941			4,927			2,941
Total current assets		196,088			189,160			181,262			189,160
Property and equipment, net		6,637			6,158			6,525			6,158
Operating lease right-of-use assets		23,274			24,445			22,607			24,445
Restricted cash		1,565			1,565			1,565			1,565
Long-term investments		54,313			85,348			47,281			85,348
Other assets		916			1,042			997			1,042
Total assets	$	282,793		$	307,718		$	260,237		$	307,718
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	4,446		$	3,574		$	3,362		$	3,574
Accrued expenses and other current liabilities		9,351			12,384			9,607			12,384
Deferred revenue		3,448			2,869			3,508			2,869
Operating lease liabilities		2,061			2,501			2,145			2,501
Total current liabilities		19,306			21,328			18,622			21,328
Operating lease liabilities, net of current portion		21,312			21,854			20,749			21,854
Deferred revenue, non-current		13,577			14,207			12,698			14,207
Other long-term liabilities		204			210			200			210
Total liabilities		54,399			57,599			52,269			57,599
Commitments and contingencies (Note 7)
Stockholders' equity:
Preferred stock, $0.00001 par value, authorized shares—10,000,000 shares authorized at March 31, 2022 and December 31, 2021; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021		0			0
Common stock, $0.00001 par value; 200,000,000 shares authorized at March 31, 2022 and December 31, 2021; 37,471,312 and 37,399,694 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		0			0
Preferred stock, $0.00001 par value, authorized shares—10,000,000 shares authorized at June 30, 2022 and December 31, 2021; 0 shares issued and outstanding at June 30, 2022 and December 31, 2021								0			0
Common stock, $0.00001 par value; 200,000,000 shares authorized at June 30, 2022 and December 31, 2021; 37,641,459 and 37,399,694 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively								0			0
Additional paid-in capital		460,458			457,430			463,103			457,430
Accumulated other comprehensive loss		(1,396	)		(321	)		(1,803	)		(321	)
Accumulated deficit		(230,668	)		(206,990	)		(253,332	)		(206,990	)
Total stockholders' equity:		228,394			250,119			207,968			250,119
Total liabilities, convertible preferred stock, and stockholders' equity	$	282,793		$	307,718		$	260,237		$	307,718

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


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021			2022			2021
Collaboration revenue	$	813		$	—		$	1,393		$	—		$	2,206		$	—
Operating expenses:
Research and development		18,385			14,127			18,920			19,707			37,305			33,834
General and administrative		6,304			4,299			5,532			4,054			11,836			8,353
Total operating expense		24,689			18,426			24,452			23,761			49,141			42,187
Loss from operations		(23,876	)		(18,426	)		(23,059	)		(23,761	)		(46,935	)		(42,187	)
Other income (expense), net
Interest income, net		198			56			395			176			593			232
Change in fair value of preferred stock right liability		—			(6,084	)		—			—			—			(6,084	)
Total other income (expense), net		198			(6,028	)		395			176			593			(5,852	)
Net loss		(23,678	)		(24,454	)		(22,664	)		(23,585	)		(46,342	)		(48,039	)
Net unrealized loss on marketable securities		(1,075	)		(64	)
Net unrealized (loss) gain on marketable securities								(407	)		41			(1,482	)		(23	)
Comprehensive loss	$	(24,753	)	$	(24,518	)	$	(23,071	)	$	(23,544	)	$	(47,824	)	$	(48,062	)
Net loss per share, basic and diluted	$	(0.64	)	$	(1.14	)	$	(0.61	)	$	(0.64	)	$	(1.25	)	$	(1.65	)
Weighted-average shares outstanding, basic and diluted		37,127,876			21,498,306			37,293,557			36,595,112			37,211,174			29,088,267

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

CONDENSED STATEMENTS OF ~~CONVERTIBLE~~ PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

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


	Three Months Ended March 31,						Six Months Ended June 30,
	2022			2021			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(23,678	)	$	(24,454	)	$	(46,342	)	$	(48,039	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		357			272			765			528
Stock-based compensation expense		2,919			2,109			5,310			4,132
Accretion of premium/discount on marketable securities		466			271			693			1,011
Change in fair value of convertible preferred stock purchase rights liabilities		—			6,084			—			6,084
Non-cash lease expense		1,171			530			1,838			1,174
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(2,120	)		(1,351	)		(1,941	)		(632	)
Accounts payable and accrued expenses		(2,392	)		(88	)		(3,087	)		4,110
Operating lease liabilities		(982	)		66			(1,461	)		(278	)
Deferred revenue		(51	)		—			(870	)		11,363
Other long-term liabilities		(4	)		2			(6	)		2
Net cash used in operating activities		(24,314	)		(16,559	)		(45,101	)		(20,545	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(605	)		(58	)		(1,034	)		(761	)
Purchases of marketable securities		(76,084	)		(198,069	)		(107,433	)		(247,768	)
Maturities of marketable securities		117,534			7,606			148,444			11,406
Net cash provided by (used in) investing activities		40,845			(190,521	)		39,977			(237,123	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock, net of issuance cost		—			51,902			—			51,902
Proceeds from initial public offering, net of issuance cost		—			244,988			—			244,316
Proceeds from issuance of common stock		107			129			359			572
Proceeds from issuance of common stock related to stock purchase agreement								—			13,638
Net cash provided by financing activities		107			297,019			359			310,428
Net increase in cash		16,638			89,939
Net (decrease) increase in cash								(4,765	)		52,760
Cash, cash equivalents and restricted cash at beginning of year		28,948			7,107			28,948			7,107
Cash, cash equivalents and restricted cash at end of period	$	45,586		$	97,046		$	24,183		$	59,867
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	44,021		$	95,481		$	22,618		$	58,302
Restricted cash		1,565			1,565			1,565			1,565
Total cash, cash equivalents and restricted cash	$	45,586		$	97,046		$	24,183		$	59,867
Supplemental schedule of non-cash investing and financing activities:
Vesting of early exercised options	$	2		$	10		$	4		$	98
Purchases of property and equipment included in accounts payable and accrued liabilities	$	231		$	37		$	98		$	226
Deferred offering costs in accounts payable and accrued liabilities	$	64		$	672		$	102		$	—
Right of use assets obtained in exchange for operating lease obligations							$	—		$	14,884

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

1. Description of the Business

Bolt Biotherapeutics, Inc. (the “Company”) is ~~pioneering~~ a ~~new class of~~clinical-stage biopharmaceutical company developing novel immuno-oncology agents ~~that combine~~for the treatment of cancer. The Company’s pipeline candidates are built on the Company’s deep expertise in myeloid biology and cancer drug development, uniting the targeting precision of antibodies with the power of ~~both~~ the innate and adaptive immune ~~systems.~~system to reprogram the tumor microenvironment for a productive anti-cancer response.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements as of ~~March 31,~~June 30, 2022 and for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to applicable rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. 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 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, 2021 was derived from the audited financial statements as of that date. Certain reclassifications on the condensed statement of cash flows have been made to prior period amounts to conform to current period presentation. These interim financial results are not necessarily indicative of results to be expected for the full year or any other period. These unaudited condensed financial statements and the notes accompanying them should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Risks and Uncertainties

The Company is subject to a number of risks similar to other early-stage biopharmaceutical companies, including, but not limited to, changes in any of the following areas that the Company believes could have a material adverse effect on its future financial position or results of operations: 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, 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 ongoing COVID-19 pandemic, protection of intellectual property rights, litigation or claims against the Company based on intellectual property rights, and regulatory clearance and market acceptance of the Company’s products.

The Company relies on single source manufacturers and suppliers for the supply of its product candidates. Disruption from these manufacturers or suppliers would have a negative impact on the Company’s business, financial position, and results of operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition, stock-based compensation and accrued liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable securities. As of ~~March 31,~~June 30, 2022 and December 31, 2021, 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of ~~March 31,~~June 30, 2022 and December 31, 2021, cash and cash equivalents consisted primarily of bank deposits and money market funds, which were unrestricted as to withdrawal or use.

Marketable Securities

The Company classifies its marketable securities as available-for-sale and records such assets at estimated fair value in the balance sheets, with unrealized gains and losses that are determined to be temporary, if any, reported as a component of other comprehensive income (loss) within the statements of operations and comprehensive loss and as a separate component of stockholders’ equity (deficit). The Company classifies marketable securities with remaining maturities greater than three months but less than one year as short-term investments, and those with remaining maturities greater than one year are classified as long-term investments. Investments are regularly reviewed for other-than-temporary declines in fair value. The review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of investments in an unrealized loss position, the severity and duration of the unrealized losses and whether it is more likely than not that the Company will be required to sell the investments before the recovery of their amortized cost basis. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security. The Company invests its excess cash balances primarily in corporate debt securities with strong credit ratings. Realized gains and losses are calculated on the specific identification method and recorded as interest income and were immaterial for all periods presented.

Restricted Cash

As of ~~March 31,~~June 30, 2022 and December 31, 2021, 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).

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Cash and cash equivalents, restricted cash, marketable debt securities, accounts payable, accrued expenses and other current liabilities are reported at their respective fair values in ~~our~~the Company's condensed balance sheets. The carrying amount of the remaining financial instruments approximate fair value due to their short-term nature. Refer to Note 3 for the methodologies and assumptions used in valuing financial instruments.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. 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 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. The Company also considers the shares issued upon the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of all series of convertible preferred stock and the holders of early exercised shares subject to repurchase do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods presented as potentially dilutive securities were anti-dilutive.

Recent Accounting Standards

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 ~~March 31,~~June 30, 2022 that are of significance to the Company’s financial position or results of operations.

3. Fair Value Measurements and Fair Value of Financial Instruments

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are ~~not~~0t active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—~~Unobservable~~U0bservable inputs that are supported by little or no0 market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. 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 ~~March 31,~~June 30, 2022, 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. The Company obtains pricing information from its investment manager and generally determines the fair value of investment securities using standard observable inputs, including reported trades, broker/dealer quotes, bids and/or offers.

There were 0 transfers within the hierarchy during the three and six months ended ~~March 31,~~June 30, 2022 or 2021.

Marketable securities, all of which are classified as available-for-sale securities, consisted of the following at ~~March 31,~~June 30, 2022 and December 31, 2021 (in thousands):


	March 31, 2022									June 30, 2022
	Amortized		Unrealized		Unrealized			Estimated		Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value		Cost		Gains		Losses			Fair Value
Asset-backed securities	$	19,067	$	—	$	(96	)	$	18,971	$	15,782	$	—	$	(117	)	$	15,665
U.S. treasury securities		84,988		1		(693	)		84,296		71,990		—		(884	)		71,106
Other government agency securities		5,054		—		(70	)		4,984		5,039		—		(85	)		4,954
Commercial paper		30,914		—		—			30,914		38,778		—		—			38,778
Corporate debt securities		62,560		1		(539	)		62,022		71,212		—		(717	)		70,495
Total	$	202,583	$	2	$	(1,398	)	$	201,187	$	202,801	$	—	$	(1,803	)	$	200,998


	December 31, 2021
	Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value
Asset-backed securities	$	34,058	$	—	$	(18	)	$	34,040
U.S. treasury securities		39,985		—		(171	)		39,814
Other government agency securities		5,068		—		(22	)		5,046
Commercial paper		64,956		—		—			64,956
Corporate debt securities		100,438		12		(122	)		100,328
Total	$	244,505	$	12	$	(333	)	$	244,184

At ~~March 31,~~June 30, 2022 and December 31, 2021, the fair values of the Company’s assets, which are measured at fair value on a recurring basis, were determined using the following inputs (in thousands):


	March 31, 2022								June 30, 2022
	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Money market funds	$	41,750	$	41,750	$	—	$	—	$	23,245	$	23,245	$	—	$	—
Asset-backed securities		18,971		—		18,971		—		15,665		—		15,665		—
U.S. treasury securities		84,296		84,296		—		—		71,106		71,106		—		—
Other government agency securities		4,984		—		4,984		—		4,954		—		4,954		—
Commercial paper		30,914		—		30,914		—		38,778		—		38,778		—
Corporate debt securities		62,022		—		62,022		—		70,495		—		70,495		—
Total	$	242,937	$	126,046	$	116,891	$	—	$	224,243	$	94,351	$	129,892	$	—


	December 31, 2021
	Total		(Level 1)		(Level 2)		(Level 3)
Money market funds	$	22,917	$	22,917	$	—	$	—
Asset-backed securities		34,040		—		34,040		—
U.S. treasury securities		39,814		39,814		—		—
Other government agency securities		5,046		—		5,046		—
Commercial paper		64,956		—		64,956		—
Corporate debt securities		100,328		—		100,328		—
Total	$	267,101	$	62,731	$	204,370	$	—

4. License and Equity Agreement

License and Equity Agreement with Related Party

In May 2015 and June 2018, the Company entered into license agreements (as amended, the “Stanford Agreement”), with The Board of Trustees of the Leland Stanford Junior University (“Stanford”). The Stanford Agreement provides the Company exclusive licenses to certain inventions. As consideration, the Company issued Stanford shares of its common stock and a limited right to purchase equity in future financing. Dr. Edgar G. Engleman, a founder and member of the board of directors of the Company, who is a professor at Stanford, was issued shares of common stock as part of the Company’s Series A financing in September 2016. Additionally, the Company is required by the Stanford Agreement to make milestone payments up to an aggregate of $0.4 million for the first licensed product that meets certain patent issuance, clinical and regulatory milestones, and an additional milestone payment of $0.2 million for each additional regulatory approval. The Company also agreed in the Stanford Agreement to pay Stanford tiered royalties on the Company’s and its sublicensees’ net sales of licensed products, if any, at low single-digit percentage rates, subject to certain reductions. Dr. Engleman is entitled to receive a share of any royalties that the Company pays to Stanford under the Stanford Agreement with respect to the covered intellectual property. NaN royalty payments have been made to date.

5. Balance Sheet Components

Property and Equipment, net

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


	March 31, 2022			December 31, 2021			June 30, 2022			December 31, 2021
Laboratory equipment	$	8,703		$	7,889		$	8,985		$	7,889
Office equipment		358			369			358			369
Leasehold improvements		183			145			195			145
Total property and equipment		9,244			8,403			9,538			8,403
Less accumulated depreciation and amortization		(2,607	)		(2,245	)		(3,013	)		(2,245	)
Total	$	6,637		$	6,158		$	6,525		$	6,158

Depreciation expense related to property and equipment was $0.4 million and $~~0.3~~0.8 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and $0.2 million and $0.5 million for the same periods in 2021, respectively.

Accrued Expenses and Other Current Liabilities

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


	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Accrued research and development	$	5,023	$	6,300	$	5,674	$	6,300
Accrued compensation		2,370		4,886		3,027		4,886
Accrued other		1,958		1,198		906		1,198
Total	$	9,351	$	12,384	$	9,607	$	12,384

6. Collaborations

Joint Development and License Agreement with Toray Industries, Inc.

In March 2019, the Company entered into a Joint Development and License Agreement (the “Toray Agreement”) with Toray Industries, Inc. (“Toray”) to jointly develop and commercialize a Boltbody™ immune-stimulating antibody conjugate (“ISAC”) containing Toray’s proprietary antibody to treat cancer. The Company determined that the Toray Agreement is a contract with a customer and should be accounted for under ASC 606. In conjunction with the Toray Agreement, the Company entered into a Series T Convertible Preferred Stock Purchase Agreement (the “Series T Agreement”) for the issuance of 717,514 shares of Series T convertible preferred stock to Toray. These contracts have been evaluated together and the consideration in excess of the fair value of the Series T convertible preferred stock of $1.5 million has been allocated to the Toray Agreement and included in the total consideration for collaboration revenue. In February 2021, in connection with the Company’s initial public offering ("IPO"), all outstanding shares of Series T convertible preferred stock were converted into shares of the Company’s common stock.

In the Toray Agreement, the Company has identified one bundled performance obligation which includes the license rights, research and development services and services associated with participation on a joint steering committee. 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. 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. As of ~~March 31,~~June 30, 2022 and December 31, 2021, contract liabilities totaling $1.5 million at each period-end were recorded in deferred revenue in long-term liabilities on the balance sheet due to the ongoing reevaluation of the research plan by both parties. The outcome of this reevaluation may impact the scope and timing of such services.

The Toray Agreement includes both fixed and variable consideration. Under the Toray Agreement, the Company will be compensated for early-stage development and manufacturing activities based on agreed full-time equivalent rates and actual out of pocket costs incurred through the completion of the first Phase 1 clinical trial for the lead product candidate and Toray is entitled to reimbursement for 50% of such development costs from the Company’s share of revenues collected from the sale or licensing of collaboration products. Although the legal term of the agreement is until collaboration products are no longer sold in the territories covered under the agreement, the parties have present enforceable rights and obligations through the end of the first Phase 1 clinical trial, after which both parties can opt out of continued development under the agreement. As such, the accounting term of the Toray Agreement was considered to terminate upon completion of the first Phase 1 clinical trial. After the conclusion of the first Phase 1 clinical trial, the parties will share equally all costs of development activities necessary for obtaining regulatory approval of collaboration products in the indications in the territories covered under the agreement, unless either party elects to opt out of its co-funding obligations or reduce them by half, which election can be on a region-by-region basis or for the territories covered under the agreement as a whole. Such 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.

Oncology Research and Development Collaboration with Genmab A/S

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 the Company’s Boltbody 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, 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 “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 $~~5.9~~6.8 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. Compensation for the research and development services are billed in the quarter based on actual hours incurred to satisfy the performance obligation. 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. As of ~~March 31,~~June 30, 2022, receivables of $~~0.3~~0.4 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 ~~March 31,~~June 30, 2022, contract liabilities totaling $~~10.2~~9.7 million were recorded in deferred revenue with $~~2.5~~2.8 million in current liabilities and $~~7.7~~6.9 million in non-current liabilities on the balance sheet based on the forecasted periods of performance.

The following table presents changes in the Company contract liability (in thousands):


Balance at December 31, 2021	$	10,574
Addition—amount billed for research and development services		698
Revenue recognized		(1,591	)
Balance at June 30, 2022	$	9,681

Balance at December 31, 2021

$
10,574

Addition—amount billed for research and development services

262

Revenue recognized

(630
)
Balance at March 31, 2022

$
10,206

The Company recorded $~~0.6~~1.0 million and $1.6 million in revenue earned during the three and six months ended ~~March 31,~~June 30, 2022, respectively, based on services performed under the Genmab Agreement during the period. Under the Genmab Agreement, the Company will be compensated for research and development services at the agreed upon full-time employee rate and third-party costs through initial clinical proof of concept of the therapeutic candidates, which also represents the period of time both parties have enforceable rights and obligations. As such, the accounting term of the Genmab Agreement was considered to terminate upon completion of the initial clinical proof of concept of the therapeutic candidates, after which both parties can exercise their respective program opt-in rights. 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. With respect to each candidate for which a party has exercised its program opt-in rights and has exclusive global rights, the other party is eligible to receive 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 program opt-in rights. Under the Genmab Agreement, the Company is eligible to receive total potential milestone payments of up to $125.0 million in development milestones and $160.0 million in sale milestones per therapeutic candidate exclusively developed and commercialized by Genmab, along with tiered royalties at rates from a single digit to mid-teens percentage based on net sales of each therapeutic candidate. However, given the current phase of development of therapeutic candidates under the Genmab Agreement, the Company cannot estimate the probability or timing of achieving these milestones, and, therefore, ~~have~~has excluded all milestone and royalty payments from the transaction prices of the agreement.

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~~Boltbody 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 received 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, 0 consideration

from the Innovent SPA has been allocated to the Innovent Agreement and included in the total consideration for collaboration revenue. ~~As of March 31, 2022, both~~Both options ~~remain fully outstanding and will expire~~expired unexercised on May 25, 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 $~~34.6~~34.3 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. 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. As of ~~March 31,~~June 30, 2022, contract liabilities totaling $~~5.0~~4.8 million were recorded in deferred revenue with $~~0.6~~0.5 million in current liabilities and $~~4.4~~4.3 million in non-current liabilities on the balance sheet based on the forecasted periods of performance.

The following table presents changes in the Company contract liability (in thousands):


Balance at December 31, 2021	$	5,000
Addition—amount billed for research and development services		413
Revenue recognized		(614	)
Balance at June 30, 2022	$	4,799

Balance at December 31, 2021

$
5,000

Addition—amount billed for research and development services

137

Revenue recognized

(183
)
Balance at March 31, 2022

$
4,954

The Company recorded $~~0.2~~0.4 million and $0.6 million in revenue earned during the three and six months ended ~~March 31,~~June 30, 2022, respectively, based on services performed under the Innovent Agreement during the period. Under the Innovent Agreement, the Company will be compensated for research and development services at the agreed upon full-time employee rate and third-party costs through initial clinical proof of concept of the therapeutic candidates, which also represents the period of time both parties have enforceable rights and obligations. As such, the accounting term of the Innovent Agreement was considered to terminate upon completion of the initial clinical proof of concept of the therapeutic candidates, after which both parties can exercise their respective license rights. 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 $28.5 million in potential license option exercise fee, $111.5 million in development milestone payments, $297.5 million in sales-based milestone payments, and tiered royalties at rates from a mid-single digit to low-teens percentage based on net sales, subject to certain customary reductions, for therapeutic candidates exclusively developed and commercialized by Innovent in specific territories. However, given the current phase of development of therapeutic candidates under the Innovent Agreement, the Company cannot estimate the probability or timing of achieving these milestones, and, therefore, has excluded all license option exercise fee, milestone and royalty payments from the transaction prices of the agreement.

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 Phase 1/2 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 and recorded in research and development expenses. The Company initiated the clinical trial for the combination therapy of nivolumab and BDC-1001 in the fourth quarter of 2021.

7. Commitments and Contingencies

Leases

The Company has operating leases for its corporate office, laboratory and vivarium space in Redwood City, California. On August 7, 2020, the Company executed a non-cancellable lease agreement for 71,646 square feet of space (the “Chesapeake Master Lease”), which consists of 45,690 square feet of additional office, laboratory and vivarium space and includes an extension of 25,956 square feet under an existing lease. The Chesapeake Master Lease has an initial term of ten years from the Commencement Date, with an option to extend the lease for an additional eight-year term. The Chesapeake Master Lease contains rent escalation, and the Company is also responsible for certain operating expenses and taxes throughout the lease term. In addition, the Company is entitled to up to $4.8 million of tenant improvement allowance, which is paid directly by the landlord to various vendors. Upon execution of the non-cancellable lease agreement, the Company took control of 10,000 square feet of space, which is subleased as further described below. 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.

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. The first sublease agreement, to sublease 10,000 square feet, commenced in August 2020 and will expire on ~~July~~August 31, 2022. The second sublease agreement, to sublease 10,500 square feet, commenced in June 2021 and will expire on July 31, 2023. Rent for both subleases are subject to scheduled annual increases and the subtenants are responsible for certain operating expenses and taxes throughout the term under the sublease agreements. The subtenants have no option to extend the sublease term. Sublease income under the two sublease agreements ~~for the three months ended March 31, 2022 and 2021,~~ was approximately $0.2 million and $~~0.1~~0.5 million ~~respectively.~~for the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.3 million for the same periods in 2021.

At ~~March 31,~~June 30, 2022 and December 31, 2021, finance right-of-use leases are used to finance capital equipment such as printers or ozone generators and are immaterial.

The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of ~~March 31,~~June 30, 2022 were ~~8.0~~7.8 years and ~~11.0~~11.1%, 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, 2021 were 8.0 years and 10.7%, 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.

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

Three Months Ended March 31,

2022

2021

Total operating lease cost

$
1,134

$
664


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Total operating lease cost	$	1,041	$	902	$	2,175	$	1,669

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

Three Months Ended March 31,

2022

2021

Operating cash flows from operating leases

$
1,185

$
172


	Six Months Ended June 30,
	2022		2021
Operating cash flows from operating leases	$	2,289	$	666

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 ~~March 31,~~June 30, 2022 (in thousands):


	Operating Leases			Sublease Income		Operating Leases			Sublease Income
2022	$	3,362		$	725	$	2,258		$	397
2023		4,612			403		4,612			403
2024		4,772			—		4,772			—
2025		4,227			—		4,227			—
2026		3,371			—		3,371			—
Thereafter		16,338			—		16,338			—
Total minimum lease payments/sublease income		36,682			1,128		35,578			800
Less imputed interest		(13,309	)		—		(12,684	)		—
Total	$	23,373		$	1,128	$	22,894		$	800

Supply Agreement

The Company has entered into a supply agreement with a contract manufacturer pursuant to which the Company may be required to pay milestone payments upon the achievement of specified regulatory milestones. The agreement is cancelable by the Company upon delivering the appropriate prior written notice. At ~~March 31,~~June 30, 2022, potential future milestone payments under this agreement were up to $2.0 million.

Guarantees and Indemnifications

In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of ~~March 31,~~June 30, 2022, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently had not recorded related liabilities.

Legal Proceedings

The Company is subject to claims and assessments from time to time in the ordinary course of business but is not aware of any such matters, individually or in the aggregate, that will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

8. Common Stock

Shelf Registration and At-The-Market Equity Offering

On March 30, 2022, the Company filed a shelf registration statement on Form S-3 (the "Registration Statement"). Pursuant to the Registration Statement, the Company may offer and sell securities having an aggregate public offering price of up to $250.0 million. In connection with the filing of the Registration Statement, the Company also entered into a sales agreement with Cowen and Company, LLC ("Cowen"), as sales agent or principal, pursuant to which the Company may issue and sell shares of its common stock for an aggregate offering price of up to $75.0 million under an at-the-market (the “ATM”) offering program. Pursuant to the ATM, the Company will pay Cowen a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock. The Company is not obligated to make any sales of shares of its common stock under the ATM. As of ~~March 31,~~June 30, 2022, 0 shares of the Company's common stock ~~were~~have been sold under this ATM.

9. Stock-Based Compensation

2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan

In January 2021, the Company’s board of directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and the Company’s stockholders approved the 2021 Plan. The 2021 Plan authorized issuance of up to 8,075,000 shares of common stock and it became effective upon the execution of the underwriting agreement for the Company’s IPO. In addition, the number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase on the first day of January 1 of each calendar year that commences after the 2021 Plan becomes effective and continuing through and including January 1, 2031, in an amount equal to 5% of the total number of shares of the Company’s common stock outstanding on December 31, or a lesser number of shares

determined by the Company's board of directors or compensation committee. As a result, common stock reserved for issuance under the 2021 Plan was increased by 1,869,984 shares on January 1, 2022.

In addition, in January 2021, the Company’s board of directors and stockholders adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP authorized issuance of up to 840,000 shares of common stock and it became effective upon the execution of the underwriting agreement for the Company’s IPO. The 2021 ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. 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. In addition, the number of shares of common stock reserved for issuance under the 2021 ESPP will automatically increase on January 1 of each calendar year that commences after the ESPP becomes effective and continuing through and including January 1, 2031, by the lesser of (1) 1% of the total number of shares of ~~our~~the Company's common stock outstanding on December 31 of the preceding calendar year, (2) 840,000 shares, and (3) a number of shares determined by the Company's board of directors. As a result, common stock reserved for issuance under the 2021 ESPP was increased by 373,996 shares on January 1, 2022. ~~NaN~~136,711 total shares were issued under the ESPP during the six months ended June 30, 2022 and 29,685 shares were issued under the ~~2021~~ ESPP during the ~~three months ended March 31, 2022 and~~same period in 2021.

Performance and Service Based Stock Options

In September 2020, the compensation committee of the Company’s board of directors granted 526,018 options to employees that would commence vesting upon the closing of the Series C-2 financing and generally vest monthly over 48 months (the “Performance Awards”). The Company recognizes expense based on the fair value of the Performance Awards over the estimated service period (under the graded vesting method) to the extent the achievement of the related performance criteria is estimated to be probable. 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 $~~0.5~~0.2 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and $0.1 million and $0.6 million for the same periods in 2021, respectively. The weighted-average grant date fair value of the Performance Awards was $3.24 per share.

Restricted Stock Units

In December 2021, the Company issued 336,000 restricted stock units under the 2021 Plan at a grant date fair value of $4.51 per share. These restricted stock units vest in equal quarterly installments over three years, subject to the employee's continued employment with, or services to, the Company on each vesting date. Each restricted stock unit represents the right to receive one share of the Company's common stock when and if the applicable vesting conditions are satisfied.

Stock-Based Compensation Expense

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 March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2022		2021
Research and development	$	1,341	$	1,020	$	1,048	$	1,077	$	2,389	$	2,097
General and administrative		1,578		1,089		1,343		946		2,921		2,035
Total	$	2,919	$	2,109	$	2,391	$	2,023	$	5,310	$	4,132

10. Net Loss Per Share

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 March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021			2022			2021
Numerator:
Net loss	$	(23,678	)	$	(24,454	)	$	(22,664	)	$	(23,585	)	$	(46,342	)	$	(48,039	)
Denominator:
Weighted average common shares outstanding		37,433,685			21,507,171			37,517,136			36,617,390			37,475,641			29,104,022
Weighted average common stock outstanding subject to repurchase related to unvested early exercised stock options and restricted stock awards		(305,809	)		(44,952	)		(223,579	)		(22,278	)		(264,466	)		(33,553	)
Weighted average warrants to purchase common stock		—			36,087			—			—			—			17,798
Weighted average common shares outstanding - basic and diluted		37,127,876			21,498,306			37,293,557			36,595,112			37,211,174			29,088,267
Net loss per share attributable to common stockholders, basic and diluted	$	(0.64	)	$	(1.14	)	$	(0.61	)	$	(0.64	)	$	(1.25	)	$	(1.65	)

Potentially dilutive shares to be issued under the ESPP as of ~~March 31,~~June 30, 2022 and 2021 were not included in the calculation of dilutive net loss per share because they would be anti-dilutive and were immaterial. In addition, potential 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):


	As of March 31,				As of June 30,
	2022		2021		2022		2021
Common stock options issued and outstanding		7,284,154		5,003,518		7,730,190		5,091,714
Common stock outstanding subject to repurchase related to unvested early exercised stock options and restricted stock awards		263,559		42,822		198,833		10,904
Total		7,547,713		5,046,340		7,929,023		5,102,618

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:

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 “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” “will,” 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, 2021, filed with the SEC on March 30, 2022. 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.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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 on Form 10-Q 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition as of ~~March 31,~~June 30, 2022 and results of operations for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 should be read in conjunction with our condensed 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, 2021, filed with the SEC on March 30, 2022. 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.

We are ~~pioneering~~ a ~~new class of~~clinical-stage biopharmaceutical company developing novel immuno-oncology agents ~~that combine~~for the treatment of cancer. Our pipeline candidates are built on our deep expertise in myeloid biology and cancer drug development, uniting the targeting precision of antibodies with the power of ~~both~~ the innate and adaptive immune ~~systems.~~system to reprogram the tumor microenvironment for a productive anti-cancer response. Our proprietary Boltbody™ ISAC (immune-stimulating antibody conjugate) approach uses immunostimulants to engage and activate myeloid cells, including macrophages and dendritic cells, that directly kill tumor cells via phagocytosis and expose tumor neoantigens to the adaptive immune system. This leads to recruitment of cytotoxic T cells and additional tumor-killing myeloid cells thereby converting immunologically “cold” tumors to “hot” tumors. Preclinical data demonstrate that this process leads to the development of systemic immunological memory with epitope spreading to neoantigens that is critical to achieving a long-term anti-tumor response. Our BDC-1001 program, currently in a Phase 1/2 clinical trial, ~~and our BDC-2034 program, expected to enter the clinic later in 2022, both come~~comes from the Boltbody ISAC platform. Our expertise in myeloid cell biology also forms the foundation for additional, innovative ways to target the immune activation that complement our Boltbody ISAC platform. An example of this approach is BDC-3042, our Dectin-2 agonist antibody program. BDC-3042 is being developed to repolarize critical cells in the tumor microenvironment by targeting cell-surface receptors on macrophages. Dectin-2 agonism results in these tumor-associated macrophages (TAMs) changing to the tumor-destructive M1 phenotype, away from the M2 phenotype that suppresses immune responses and supports tumor growth.

Since our inception in January 2015, we have focused primarily on organizing and staffing our company, business planning, licensing, developing intellectual property, raising capital, developing our product candidates, and conducting preclinical studies and early clinical trials. Prior to the completion of our initial public offering in February 2021, we funded our operations primarily through private placements of our convertible preferred stock for gross proceeds of $173.7 million. In February 2021, we completed our initial public offering of 13,225,000 shares of our common stock at a price to the public of $20.00 per share, including the exercise in full by the underwriters of their option to purchase 1,725,000 additional shares of our common stock. Including the option exercise, the aggregate net proceeds to us from the offering was approximately $242.0 million, net of underwriting discounts, commissions, and other offering expenses. In July 2022, we completed a review and prioritization of our portfolio and capital allocation strategy, which focuses on advancing BDC-1001 and BDC-3042 while winding down development of BDC-2034 and pausing other early-stage research programs.

We have not recorded any revenue from product sales. To date, our only revenue has been derived from our collaborations with Toray, Genmab and Innovent. In March 2019, we entered into the Toray Agreement to jointly develop and commercialize a Boltbody ISAC utilizing a Toray proprietary antibody. In May 2021, we entered into an oncology research and development collaboration with Genmab to evaluate Genmab antibodies and bispecific antibody engineering technologies in combination with our proprietary Boltbody ISAC technology platform, with the goal of discovering and developing next-generation bispecific ISACs for the treatment of cancer. The research collaboration will evaluate multiple bispecific ISAC product candidate concepts with the potential to identify up to three clinical candidates for development. In August 2021, we entered into an oncology research and development collaboration with Innovent to leverage Innovent’s proprietary therapeutic antibody portfolio and antibody discovery capability against undisclosed oncology targets in combination with our ~~advanced~~Boltbody ISAC technology and myeloid biology expertise to create up to three new candidates for cancer treatments with the potential to provide significant benefit to patients. In September 2021, we entered into a clinical collaboration and supply agreement with BMS to study BDC-1001 in combination with BMS’s nivolumab, a leading PD-1 checkpoint inhibitor, for the treatment of HER2-expressing solid tumors. Under the BMS Agreement, BMS will be providing nivolumab at no cost to us and we will sponsor, fund, and conduct the initial Phase 1/2 clinical trial in accordance with an agreed-upon protocol. We initiated the clinical trial evaluating the combination of nivolumab and BDC-1001 in the fourth quarter of 2021.

We have incurred operating losses since our inception. Our net losses were ~~$23.7~~$22.7 million and ~~$24.5~~$46.3 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and $23.6 million and $48.0 million for the same periods in 2021, respectively. As of ~~March 31,~~June 30, 2022, we had an accumulated deficit of ~~$230.7~~$253.3 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, and we further expect our expenses will increase substantially as we:

Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our planned clinical trials and preclinical studies, and our expenditures on other research and development activities.

Our business has been, and is expected to continue to be, impacted by the ongoing COVID-19 pandemic and resulting economic consequences wherever we have clinical trial sites or other business operations. In addition, the COVID-19 pandemic has caused, and could continue to cause significant disruption in the operations of contract development and manufacturing organizations, or CDMOs, contract research organizations, or CROs, and other third parties upon whom we rely. Many geographic regions have imposed restrictions to control the spread of COVID-19. Our headquarters are located in the San Francisco Bay Area and our CDMOs are located in the United States, Taiwan, South Korea, and the United Kingdom. At present, we have implemented a flexible work-from-home policy allowing employees to work from home in jobs where that is reasonable. The effects of ~~the executive order and~~ our work-from-home policies may negatively impact productivity, disrupt our business and delay our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course. These and similar, and perhaps more severe, disruptions in our operations could negatively impact our business, operating results and financial condition.

To date, the COVID-19 pandemic has not had a material adverse impact on our productivity or our business, and as of ~~March 31,~~June 30, 2022, we have not identified any significant disruption or impairment of our assets due to the pandemic. However, as COVID-19 transitions from a pandemic to an endemic, we cannot predict the potential future impacts of COVID-19 on us and third parties with whom we conduct business. These impacts will depend on future developments that are highly uncertain and cannot be predicted at this time. Given these uncertainties, COVID-19 could impact our business operations and our ability to execute on our associated business strategies and initiatives, and adversely impact our consolidated results of operations and our financial condition in the future, and could disrupt the business of third parties with whom we do business, including our existing and potential future collaborators. We will continue to closely monitor and evaluate the nature and extent of the impacts of COVID-19 on our business, consolidated results of operations, and financial condition.

To date our only revenue has been collaboration revenue derived from our collaborations with Toray, Genmab, and Innovent. We are collaborating with Toray to develop a Boltbody ISAC that incorporates a proprietary Toray antibody against a novel tumor antigen target. We are jointly responsible for early-stage development and for providing technical and regulatory support, and Toray will pay for the program expenses through the end of Phase 1 development. In conjunction with the collaboration, Toray purchased 717,514 shares of our Series T convertible preferred stock for $10.0 million. We evaluated the collaboration together with Toray’s purchase of Series T convertible preferred stock and allocated $1.5 million from the stock purchase proceeds to deferred revenue, which we recognize, together with payments received from Toray for compensation based on agreed-upon full-time equivalent rates and out of pocket costs, as collaboration revenue over time as we fulfill our performance obligation to Toray. The research plan is currently being reevaluated by both parties and the outcome of this reevaluation may impact the scope and timing of our performance obligation to Toray.

In May 2021, we entered into an oncology research and development collaboration with Genmab to evaluate Genmab antibodies and bispecific antibody engineering technologies in combination with our proprietary Boltbody ISAC technology platform, with the goal of discovering and developing next-generation bispecific ISACs for the treatment of cancer. The research collaboration 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, we received an upfront payment of $10.0 million and in conjunction with the collaboration, Genmab purchased 821,045 shares of our common stock for $15.0 million. We evaluated the collaboration together with Genmab’s purchase of our common stock and allocated $1.4 million from the stock purchase proceeds, ~~to deferred revenue, which we recognize,~~ together with the $10.0 million upfront payment, to deferred revenue. We recognize this deferred revenue, together with payments received from Genmab for compensation based on agreed-upon full-time equivalent rates and out-of-pocket costs, as collaboration revenue over time as we fulfill our performance obligation to Genmab.

In August 2021, we entered into an oncology research and development collaboration with Innovent to leverage Innovent’s proprietary therapeutic antibody portfolio and antibody discovery capability against undisclosed oncology targets in combination with our ~~advanced~~Boltbody ISAC technology and myeloid biology expertise to create up to three new candidates for cancer treatments with the potential to provide significant benefit to patients. 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 received an upfront payment of $5.0 million and a potential equity investment in our common stock of up to $10.0 million. These contracts have been evaluated together and no consideration from the Innovent SPA has been included in the total consideration for collaboration revenue. Innovent’s option to purchase our common stock under the Innovent SPA expired unexercised on May 25, 2022. We allocated the entire $5.0 million upfront payment to deferred revenue, which we recognize together with other payments received from Innovent as collaboration revenue over time as we fulfill our performance obligation to Innovent.

We expect that any collaboration revenue we generate from our current collaborations, and from any future collaboration partners, will fluctuate in the future as a result of the timing and results of development activities and the timing and amount paid, including upfront and milestone payments, and other factors.

We have not generated any revenue from product sales, and we do not expect to generate any revenue from product sales unless and until we obtain regulatory approval of and commercialize one of our product candidates.

Research and development expenses have related primarily to early research and discovery activities and to preclinical and clinical development of our product candidates. Research and development expenses are recognized as incurred and payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received.

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 ~~March 31,~~June 30, 2022, the vast majority of our third-party expenses were related to the research and development of BDC-1001. 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 because 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.

We ~~plan~~expect to continue to ~~increase our~~incur research and development expenses for the foreseeable future as we continue the development of our product candidates, particularly as product candidates in later stages of development generally have higher development costs than those in earlier stages of development. We cannot determine with certainty the timing of initiation, the duration or the completion costs of future clinical trials and preclinical studies of our product candidates due to the inherently unpredictable nature of clinical and preclinical development. Clinical and preclinical development timelines, the probability of success and development costs can differ materially from expectations.

We anticipate that we will make determinations as to which product candidates and development programs to pursue and how much funding to direct to each product candidate or program on an ongoing basis in response to the results of ongoing and future preclinical studies and clinical trials, regulatory developments, and our ongoing assessments as to each product candidate’s commercial potential. We will need to raise substantial additional capital in the future. In addition, we cannot forecast which product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

Our future clinical development costs may vary significantly based on factors such as:

General and administrative expenses consist primarily of salaries and employee-related costs, including stock-based compensation, for personnel in executive, finance, and other administrative functions. Other significant costs include legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, and facility-related costs. In February 2022, we early terminated the lease agreement for our former headquarters facility, which would have expired in January 2023. We received approximately $0.2 million in returned deposits, and extinguished operating lease assets and liabilities of approximately $0.4 million.

We expect our general and administrative expenses will increase for the foreseeable future to support our increased research and development activities and increased costs of operating as a public company. These increased costs will likely include higher expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with Nasdaq and SEC requirements, director and officer insurance premiums and investor relations costs associated with operating as a public company.

In connection with the issuance of our Series C-1 convertible preferred stock in June 2020, the investors agreed to buy, and we agreed to sell, additional shares of such preferred convertible stock at the original issue price upon the achievement of pre-defined milestones. These contractual obligations were required to be accounted for as liabilities and remeasured to fair value at each reporting date, with any change in the fair value reported as a component of other income (expense). In January 2021, with the completion of the Series C-2 convertible preferred stock financing, this contractual obligation was settled, and the convertible preferred stock purchase right liability was remeasured to fair value on the purchase date and reclassified to permanent equity.


	Three Months Ended March 31,									Three Months Ended June 30,									Six Months Ended June 30,
	2022			2021			Change			2022			2021			Change			2022			2021			Change
	(Unaudited, in thousands)									(Unaudited, in thousands)									(Unaudited, in thousands)
Collaboration revenue	$	813		$	—		$	813		$	1,393		$	—		$	1,393		$	2,206		$	0		$	2,206
Operating expenses:
Research and development		18,385			14,127			4,258			18,920			19,707			(787	)		37,305			33,834			3,471
General and administrative		6,304			4,299			2,005			5,532			4,054			1,478			11,836			8,353			3,483
Total operating expenses		24,689			18,426			6,263			24,452			23,761			691			49,141			42,187			6,954
Loss from operations		(23,876	)		(18,426	)		(5,450	)		(23,059	)		(23,761	)		702			(46,935	)		(42,187	)		(4,748	)
Other income (expense), net:
Interest income, net		198			56			142			395			176			219			593			232			361
Change in fair value of preferred stock purchase right liability		—			(6,084	)		6,084			—			—			—			—			(6,084	)		6,084
Other income (expense), net		198			(6,028	)		6,226			395			176			219			593			(5,852	)		6,445
Net income (loss)	$	(23,678	)	$	(24,454	)	$	776		$	(22,664	)	$	(23,585	)	$	921		$	(46,342	)	$	(48,039	)	$	1,697

Revenue was ~~$0.8~~$1.4 million and $2.2 million for the three and six months ended June 30, 2022, respectively, and nil for the ~~three months ended March 31, 2022 and 2021, respectively.~~same periods in 2021. Revenue in 2022 was generated from the services performed under the Genmab Agreement and Innovent Agreement as we fulfill our performance obligations to Genmab and Innovent. We expect to continue to provide services to further our collaborations with our partners.

Research and development expenses were ~~$18.4~~$18.9 million and ~~$14.1~~$37.3 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and $19.7 million and $33.8 million for the same periods in 2021, respectively. The ~~increase~~decrease of ~~$4.3~~$0.8 million between the comparable three months periods was due to ~~IND-enabling~~a $4.0 million reduction in manufacturing expenses ~~for BDC-2034 and~~related to timing of batch production of our product candidates, offset by an increase in expenses due to continued progress in our clinical trial for BDC-1001 and development of other product candidates, including a ~~$1.9~~$1.3 million increase in contract and consulting services, a ~~$1.6~~$1.0 million increase in personnel-related expenses due to an increase in headcount, and increases in facility-related expenses and travel-related expenses. The increase of $3.5 million between the comparable six months periods was due to increase in expenses due to continued progress in our clinical trial for BDC-1001 and development of other product candidates, including a ~~$1.1~~$3.7 million increase in contract and consulting services, a $2.4 million increase in personnel-related expenses due to an increase in headcount, and a $1.8 million increase in facility-related expenses, ~~and a $0.4 million increase in clinical trial expenses,~~ partially offset by a ~~$1.0~~$5.3 million decrease in manufacturing expenses related to timing of batch production of our product ~~candidates.~~candidates and decrease in raw material costs.

General and administrative expenses were ~~$6.3~~$5.5 million and ~~$4.3~~$11.8 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and $4.1 million and $8.4 million for the same periods in 2021, respectively. The increase of ~~$2.0~~$1.5 million between the comparable three months periods was due to increases in personnel-related expenses relating to an increase in headcount, office and facility-related expenses, consulting and professional services expenses, and travel-related expenses. The increase of $3.5 million between the comparable six months periods was due to a ~~$1.4~~$2.2 million increase in personnel-related expenses relating to an increase in headcount, and ~~a $0.6 million increase~~increases in office-related expenses, consulting and professional services expenses, and travel-related expenses.

Interest income was ~~$0.2~~$0.4 million and ~~$0.1~~$0.6 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and ~~2021, respectively.~~$0.2 million for each of the same periods in 2021. The interest income, net was primarily comprised of interest income from marketable securities.

The change in fair value of convertible preferred stock purchase right liability was nil for the three and ~~$6.1~~six months ended June 30, 2022, and nil and $6.0 million for the ~~three months ended March 31, 2022 and~~same periods in 2021, respectively. The balance in 2021 derived from the increase in the fair value of the convertible preferred stock purchase right liability from $25.2 million as of December 31, 2020 to $31.3 million prior to the exercise of the convertible preferred stock purchase right in January 2021. Upon the exercise of the convertible preferred stock purchase right with the completion of the Series C-2 Closing in January 2021, we remeasured the convertible preferred stock purchase right liability to fair value and reclassified to permanent equity on the balance sheets.

We have incurred net losses and negative cash flows from operations since our inception and anticipate we will continue to incur net losses for the foreseeable future. As of ~~March 31,~~June 30, 2022, we had cash and cash equivalents ~~restricted cash,~~ and marketable securities of ~~$246.8~~$223.6 million and an accumulated deficit of ~~$230.7~~$253.3 million. Our net losses were ~~$23.7~~$22.7 million and ~~$24.5~~$46.3 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and $23.6 million and $48.0 million for the same periods in 2021, respectively, and we expect to incur additional losses in the future. We evaluated our current cash position, historical results, forecasted cash flows and plans with regard to liquidity.

We believe that our current cash, cash equivalents and marketable securities balances as of ~~March 31,~~June 30, 2022 will be sufficient to meet our cash needs for at least 12 months following the issuance date of this Quarterly Report on Form 10-Q. Our investment policy prioritizes preservation of principal and availability of cash to meet cash flow requirements, and maximizing total net returns after satisfying the first two conditions. Our policy only allows for investments in fixed-income instruments such as corporate bonds and government securities. We believe we will meet ~~longer term~~longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances, and equity or debt financings or other capital sources, including potential collaborations, licenses, and other similar arrangements.

On March 30, 2022, we filed a shelf registration statement on Form S-3, or the Registration Statement. Pursuant to the Registration Statement, we may offer and sell securities having an aggregate public offering price of up to $250.0 million. In connection with the filing of the Registration Statement, we also entered into a sales agreement with Cowen and Company, ~~LLC.~~LLC, or Cowen, as sales agent or principal, pursuant to which we may issue and sell shares of our common stock for an aggregate offering price of up to $75.0 million under an at-the-market offering program, or the ~~ATM, offering program.~~ATM. Pursuant to the ATM, we will pay Cowen a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock. We are not obligated to make any sales of shares of our common stock under the ATM. As of ~~March 31,~~June 30, 2022, no shares of our common stock ~~were~~have been sold under the ATM.

The following table sets forth a summary of our cash flows for each of the periods indicated:

Net cash used in operating activities was ~~$24.3~~$45.1 million and ~~$16.6~~$20.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively. Net cash used in operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022 was due to our net loss of ~~$23.7~~$46.3 million, adjusted down for ~~$4.9~~$8.6 million of non-cash charges and up for a ~~$5.5~~$7.4 million change in operating assets and liabilities. The non-cash charges were comprised of ~~$2.9~~$5.3 million for stock-based compensation, ~~$1.2~~$1.8 million of non-cash lease-related expense, ~~$0.5~~$0.7 million for accretion of discount on marketable securities, and ~~$0.4~~$0.8 million for depreciation and amortization expense. The change in net operating assets was due to an increase in our prepaid expense and other current assets and decreases in accounts payable and operating lease liabilities. Net cash used in operating activities for the ~~same period in~~six months ended June 30, 2021 was primarily due to our net loss of ~~$24.5~~$48.0 million, adjusted down for ~~$9.3~~$12.9 million of non-cash charges and down for a ~~$1.4~~$14.6 million change in operating assets and liabilities. The non-cash charges were primarily comprised of $6.1 million related to the change in fair value of the convertible preferred stock purchase right liability, ~~$2.1~~$4.1 million for stock-based compensation, ~~$0.5~~$1.2 million of non-cash ~~lease related~~lease-related expense, ~~$0.3~~$0.5 million for depreciation and amortization expense, and ~~$0.3~~$1.0 million for accretion of discount on marketable securities. The change in net operating assets was primarily due to ~~increases~~a $11.4 million increase in deferred revenue related to Genmab Agreement and an increase in accounts payable and accrued expenses, offset by an increase in our prepaid expense and other current assets ~~related to an increase~~and a decrease in ~~prepaid insurance.~~

Net cash provided by investing activities was ~~$40.8~~$40.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, compared to net cash used in investing activities of ~~$190.5~~$237.1 million for the ~~three months ended March 31,~~same period in 2021. The net cash provided by investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022 was due to ~~$117.5~~$148.4 million maturity of marketable securities, offset by ~~$76.1~~$107.4 million in purchases of marketable securities and ~~$0.6~~$1.0 million in purchases of property and equipment. The net cash used in investing activities for the same period in 2021 was due to ~~$198.1~~$247.8 million purchases of marketable securities and $0.8 million in purchases of property and equipment, offset by ~~$7.6~~$11.4 million in maturity of marketable securities.

Net cash provided by financing activities was ~~$0.1~~$0.4 million and ~~$297.0~~$310.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively. The net cash provided by financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022 was due to net proceeds from the issuance of common stock from the 2021 ESPP and exercise of stock options. Net cash provided by financing activities for the same period in 2021 was due to net proceeds of ~~$245.0~~$244.3 million in connection with our IPO that was completed in February 2021, $51.9 million of net proceeds from the issuance of 5,611,059 shares of Series C-2 preferred stock in January 2021, $13.6 million of net proceeds from issuance of common stock related to Genmab SPA, and ~~$0.1~~$0.6 million of net proceeds from the issuance of common stock from the 2021 ESPP and exercise of stock options.

Based upon our current operating plans, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our operations for at least the next 12 months ~~from~~following the issuance date of this Quarterly Report on Form 10-Q. ~~However,~~In the near term, our primary uses of cash will be to fund the completion of key milestones for BDC-1001 and BDC-3042 and to fund our operations, including research and development activities and employee salaries. This includes significant costs relating to clinical trials and manufacturing our product candidates. Our uses of cash in the long term will be similar as we advance our research and development activities and pay employee salaries. Most pharmaceutical products require larger clinical trials as development progresses, and we expect our funding requirements to grow with the success of our programs. Our long-term funding requirements will depend on many factors, which are uncertain but include our portfolio prioritization decisions and the success of our collaborations. In turn, our ability to raise additional capital through equity or partnering will depend on the general economic environment in which we operate and our ability to achieve key milestones. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. Additionally, the process of testing product candidates in clinical trials is costly, and the timing of progress and expenses in these trials is uncertain.

Until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through equity or debt financings or other capital sources, including potential collaborations, licenses, the sale of future royalties, and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements on favorable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise funds through collaborations, or other similar arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams or research programs or may have to grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

In January 2022, we entered into an amended and restated supply agreement with EirGenix, Inc., or the Amended Supply Agreement, which amends the original supply agreement with EirGenix, Inc., or EirGenix, dated March 10, 2019, pursuant to which EirGenix agreed to supply to us, on a non-exclusive basis, bulk drug substance of EG12014, its monoclonal antibody being developed as a biosimilar of trastuzumab, which we use in the manufacture of BDC-1001. In addition, EirGenix provides us access to its regulatory data package and services to facilitate our development and commercialization efforts and we are required to make milestone payments to EirGenix up to an aggregate of $2.0 million based upon achievement of certain BDC-1001 regulatory milestones and pay for services based upon time and materials. The agreement will remain in effect as long as we, or any of our affiliates or licensees, continue to pursue the development or commercialization of any HER2 Boltbody ISAC, unless earlier terminated. We may terminate the agreement if EirGenix fails to supply sufficient quantities of EG12014 or if EirGenix does not obtain regulatory approval for EG12014 as a standalone biosimilar product. We may also terminate the EirGenix Agreement upon prior written notice to EirGenix. EirGenix may terminate the agreement if we do not actively develop a HER2 Boltbody ISAC for more than two years. In addition, either party may terminate the agreement for the other party’s uncured material breach or insolvency.

In March 2019, we entered into a Joint Development and License Agreement, or the Toray Agreement, with Toray Industries, Inc., or Toray, to develop and commercialize a Boltbody ISAC containing a proprietary antibody owned by Toray. Under the Toray Agreement, we exchanged co-exclusive (with each other) licenses to certain patents and know-how covering our respective technologies. Each party is required to use commercially reasonable efforts to conduct development and regulatory activities assigned to it under a development plan. Toray will be solely responsible for both parties’ development costs up to the conclusion of the first Phase 1 clinical trial and Toray is entitled to reimbursement for 50% of such development costs from our share of revenues collected from the sale or licensing of collaboration products. After the conclusion of the first Phase 1 clinical trial, the parties will share equally all costs of development activities necessary for obtaining regulatory approval of collaboration products in the indications in the territories covered under the agreement, unless either party elects to opt out of its co-funding obligations or reduce them by half, which election can be on a region-by-region basis. Both parties are currently reevaluating of the research plan and the outcome of this reevaluation may impact the scope and timing of the collaboration.

In May 2021, we entered into a License and Collaboration Agreement, or the Genmab Agreement, with Genmab A/S, or Genmab. Together, the companies will evaluate Genmab antibodies and bispecific antibody technologies in combination with our Boltbody 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, we received an upfront payment of $10.0 million and an equity investment of $15.0 million under a separate stock purchase agreement. Under the Genmab Agreement, we will be compensated for research and development services at the agreed upon full-time employee rate and third-party costs through initial clinical proof of concept of the therapeutic candidates, after which both parties can exercise their respective program opt-in rights. With respect to each candidate for which a party has exercised its program opt-in rights and has exclusive global rights, the other party is eligible to receive potential development and sales-based milestone payments and tiered royalties. Bolt 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.

In August 2021, we entered into a License and Collaboration Agreement, or the Innovent Agreement, with Innovent Biologics, Inc., or Innovent. Together, the companies will leverage Innovent’s proprietary therapeutic antibody portfolio and antibody discovery capability against undisclosed oncology targets in combination with our Boltbody 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, we received an upfront payment of $5.0 million. Under the Innovent Agreement, we will be compensated for research and development services at the agreed upon full-time employee rate and third-party costs through initial clinical proof of concept of the therapeutic candidates, after which both parties can exercise their respective license rights. The Innovent Agreement includes license options exercisable by each party to exclusively develop, manufacture and commercialize each candidate in a specific territory. 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.

Oncology Clinical Trial Collaboration and Supply Agreement with Bristol-Myers Squibb

In September 2021, we entered into a clinical collaboration and supply agreement, or the BMS Agreement, with Bristol-Myers Squibb Company, or BMS, to study BDC-1001 in combination with BMS’s PD-1 checkpoint inhibitor nivolumab, for the treatment of HER2-expressing solid tumors. Under the BMS Agreement, BMS granted us 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 our proprietary compound, BDC-1001, and has agreed to supply nivolumab at no cost to us and we will sponsor, fund and conduct the initial Phase 1/2 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 us. The parties may conduct additional clinical trials on the combined therapy which may be sponsored and funded by one party, or jointly funded. We initiated the clinical trial evaluating the combination of nivolumab and BDC-1001 in the fourth quarter of 2021.

In May 2015 and June 2018, we entered into license agreements with Stanford, pursuant to which Stanford granted us worldwide exclusive licenses under certain patents related to our proprietary Boltbody ISAC technology and myeloid modulation for cancer immunotherapy, respectively. Under these agreements, 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 in each 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 each 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 each 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 each agreement, we will reimburse Stanford’s patent expenses, including reasonable costs incurred in assisting us with prosecuting and maintaining licensed patents.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Based on their evaluation as of ~~March 31,~~June 30, 2022, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance because of the material weakness in our internal control over financial reporting described below.

A material weakness was identified in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We have the following material weakness in our internal control over financial reporting:

The above material weakness did not result in a material misstatement of our previously issued financial statements, however, it could result in a misstatement of our account balances or disclosures that would result in a material misstatement of our annual or interim financial statements that would not be prevented or detected.

In order to address the material weakness in internal control over financial reporting described above, management, with direction from the Audit Committee, has:

Management will continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

There was no change in our internal control over financial reporting during the three months ended ~~March 31,~~June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. There are currently no claims or actions pending against us, the ultimate disposition of which we believe could have a material adverse effect on our results of operations, financial condition, or cash flows.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed by us in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021 that was filed with the SEC on March 30, 2022. Any of such factors could result in a significant or material adverse effect on our result of operations or financial conditions. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

On February 9, 2021, we completed our IPO pursuant to a registration statement on Form S-1 (File No. 333-252136) that was declared effective by the SEC on February 4, 2021, and sold an aggregate of 13,225,000 shares of our common stock, including the exercise in full by the underwriters of their option to purchase 1,725,000 additional shares of our common stock, at a price of $20.00 per share. After deducting underwriting discounts, commissions and offering costs paid by us, the net proceeds from the offering were approximately $242.0 million.

The net proceeds from the offering have been invested according to our approved investment policy in a mix of money market funds and high-quality, fixed-income securities with a weighted average maturity of less than 13 months. Our investment policy emphasizes preservation of principal, availability of cash to meet cash flow requirements and maximizing total net returns after satisfying the first two conditions. There has been no material change in the expected use of the net proceeds from our initial public offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b).

Item 6. Exhibits The following is a list of Exhibits filed, furnished or incorporated by reference as part of ~~the~~this Quarterly Report on Form 10-Q:

~~+ Indicates a management contract or compensatory plan, contract or arrangement.~~

# Portions of this exhibit have been omitted as the Registrant has determined that the omitted information (i) is not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed.

† The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Bolt Biotherapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Delaware	47-2804636
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

900 Chesapeake Drive Redwood City, CA	94063
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	BOLT	The Nasdaq Global Select Market


		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Condensed Balance Sheets as of ~~March 31,~~June 30, 2022 and December 31, 2021	1
	Condensed Statements of Operations and Comprehensive Loss for the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021	2
	Condensed Statements of ~~Convertible~~ Preferred Stock and Stockholders’ Equity (Deficit) for the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021	3
	Condensed Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 and 2021	45
	Notes to the Condensed Financial Statements	56
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2628
Item 4.	Controls and Procedures	2628

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	2729
Item 1A.	Risk Factors	2729
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2729
Item 3.	Defaults Upon Senior Securities	2729
Item 4.	Mine Safety Disclosures	2729
Item 5.	Other Information	2729
Item 6.	Exhibits	2830
	Signatures	2931


Date: ~~May 12,~~August 10, 2022	BOLT BIOTHERAPEUTICS, INC.

	By:	/s/ Randall C. Schatzman, Ph.D.
		Randall C. Schatzman, Ph.D. Chief Executive Officer
		(Principal Executive Officer)
Date: ~~May 12,~~August 10, 2022

	By:	/s/ William P. Quinn
		William P. Quinn Chief Financial Officer (Principal Financial and Accounting Officer)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒


	Three Months Ended June 30, 2022
											Accumulated
									Additional		Other						Total
	Preferred Stock				Common				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Equity
Balance at March 31, 2022		—	$	—		37,471,312	$	—	$	460,458	$	(1,396	)	$	(230,668	)	$	228,394
Vesting of restricted stock units		—		—		20,033		—		—		—			—			—
Issuance of common stock under employee stock purchase plan		—		—		136,711		—		224		—			—			224
Issuance of common stock upon exercise of stock options		—		—		13,403		—		28		—			—			28
Vesting of early exercised options		—		—		—		—		2		—			—			2
Stock-based compensation		—		—		—		—		2,391		—			—			2,391
Unrealized loss on available-for-sale investments		—		—		—		—		—		(407	)		—			(407	)
Net loss		—		—		—		—		—		—			(22,664	)		(22,664	)
Balance at June 30, 2022		—	$	—		37,641,459	$	—	$	463,103	$	(1,803	)	$	(253,332	)	$	207,968

	Three Months Ended June 30, 2021
											Accumulated
	Convertible								Additional		Other						Total
	Preferred Stock				Common				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Equity
Balance at March 31, 2021		—	$	—		36,331,846	$	—	$	436,165	$	(64	)	$	(132,853	)	$	303,248
Issuance of common stock related to stock purchase agreement		—		—		821,045		—		13,638		—			—			13,638
Issuance of common stock under employee stock purchase plan		—		—		29,685		—		420		—			—			420
Issuance of common stock upon exercise of stock options		—		—		8,429		—		23		—			—			23
Vesting of early exercised options		—		—		—		—		88		—			—			88
Stock-based compensation		—		—		—		—		2,023		—			—			2,023
Unrealized gain on available-for-sale investments		—		—		—		—		—		41			—			41
Net loss		—		—		—		—		—		—			(23,585	)		(23,585	)
Balance at June 30, 2021		—	$	—		37,191,005	$	—	$	452,357	$	(23	)	$	(156,438	)	$	295,896


	Three Months Ended March 31, 2022
													Accumulated
											Additional		Other						Total
	Preferred Stock						Common				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Capital		Loss			Deficit			Equity
Balance at December 31, 2021		—		$	—			37,399,694	$	—	$	457,430	$	(321	)	$	(206,990	)	$	250,119
Vesting of restricted stock units		—			—			25,834		—		—		—			—			—
Issuance of common stock upon exercise of stock options		—			—			45,784		—		107		—			—			107
Vesting of early exercised options		—			—			—		—		2		—			—			2
Stock-based compensation		—			—			—		—		2,919		—			—			2,919
Unrealized loss on available-for-sale investments		—			—			—		—		—		(1,075	)		—			(1,075	)
Net loss		—			—			—		—		—		—			(23,678	)		(23,678	)
Balance at March 31, 2022		—		$	—			37,471,312	$	—	$	460,458	$	(1,396	)	$	(230,668	)	$	228,394

	Three Months Ended March 31, 2021
													Accumulated
	Convertible										Additional		Other						Total
	Preferred Stock						Common				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Capital		Loss			Deficit			Equity (Deficit)
Balance at December 31, 2020		15,232,275		$	105,296			2,130,139	$	—	$	3,452	$	—		$	(108,399	)	$	(104,947	)
Issuance of Series C-2 convertible preferred stock, net of issuance cost of $42		5,611,059			51,902			—		—		—		—			—			—
Reclassification of convertible preferred stock purchase right liability to equity upon issuance of convertible C-2 preferred stock		—			31,308			—		—		—		—			—			—
Conversion of convertible preferred stock to common stock		(20,843,334	)		(188,506	)		20,843,334		—		188,506		—			—			188,506
Issuance of common stock upon initial public offering, net of issuance costs of $22,541		—			—			13,225,000		—		241,959		—			—			241,959
Issuance of common stock upon exercise of common stock warrants		—			—			82,603		—		—		—			—			—
Issuance of common stock upon exercise of stock options		—			—			50,770		—		129		—			—			129
Vesting of early exercised options and restricted stock awards		—			—			—		—		10		—			—			10
Stock-based compensation		—			—			—		—		2,109		—			—			2,109
Unrealized gain on available-for-sale investments		—			—			—		—		—		(64	)		—			(64	)
Net loss		—			—			—		—		—		—			(24,454	)		(24,454	)
Balance at March 31, 2021		—		$	—			36,331,846	$	—	$	436,165	$	(64	)	$	(132,853	)	$	303,248


	Six Months Ended June 30, 2022
													Accumulated
											Additional		Other						Total
	Preferred Stock						Common				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Capital		Loss			Deficit			Equity
Balance at December 31, 2021		—		$	—			37,399,694	$	—	$	457,430	$	(321	)	$	(206,990	)	$	250,119
Vesting of restricted stock units		—			—			45,867		—		—		—			—			—
Issuance of common stock under employee stock purchase plan		—			—			136,711		—		224		—			—			224
Issuance of common stock upon exercise of stock options		—			—			59,187		—		135		—			—			135
Vesting of early exercised options		—			—			—		—		4		—			—			4
Stock-based compensation		—			—			—		—		5,310		—			—			5,310
Unrealized loss on available-for-sale investments		—			—			—		—		—		(1,482	)		—			(1,482	)
Net loss		—			—			—		—		—		—			(46,342	)		(46,342	)
Balance at June 30, 2022		—		$	—			37,641,459	$	—	$	463,103	$	(1,803	)	$	(253,332	)	$	207,968

	Six Months Ended June 30, 2021
													Accumulated
	Convertible										Additional		Other						Total
	Preferred Stock						Common				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Capital		Loss			Deficit			Equity (Deficit)
Balance at December 31, 2020		15,232,275		$	105,296			2,130,139	$	—	$	3,452	$	—		$	(108,399	)	$	(104,947	)
Issuance of Series C-2 convertible preferred stock, net of issuance cost of $42		5,611,059			51,902			—		—		—		—			—			—
Reclassification of convertible preferred stock purchase right liability to equity upon issuance of convertible C-2 preferred stock		—			31,308			—		—		—		—			—			—
Conversion of convertible preferred stock to common stock		(20,843,334	)		(188,506	)		20,843,334		—		188,506		—			—			188,506
Issuance of common stock upon initial public offering, net of issuance costs of $22,541		—			—			13,225,000		—		241,959		—			—			241,959
Issuance of common stock upon exercise of common stock warrants		—			—			82,603		—		—		—			—			—
Issuance of common stock related to stock purchase agreement		—			—			821,045		—		13,638		—			—			13,638
Issuance of common stock under employee stock purchase plan		—			—			29,685		—		420								420
Issuance of common stock upon exercise of stock options		—			—			59,199		—		152		—			—			152
Vesting of early exercised options		—			—			—		—		98		—			—			98
Stock-based compensation		—			—			—		—		4,132		—			—			4,132
Unrealized loss on available-for-sale investments		—			—			—		—		—		(23	)		—			(23	)
Net loss		—			—			—		—		—		—			(48,039	)		(48,039	)
Balance at June 30, 2021		—		$	—			37,191,005	$	—	$	452,357	$	(23	)	$	(156,438	)	$	295,896