UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
JOUNCE THERAPEUTICS, INC.
(Name of Subject Company (Issuer))
CONCENTRA MERGER SUB, INC.
(Name of Filing Persons (Co-Offeror 1))
CONCENTRA BIOSCIENCES, LLC
(Name of Filing Persons (Co-Offeror 2))
TANG CAPITAL PARTNERS, LP
(Name of Filing Persons (Co-Offeror 3))
TANG CAPITAL MANAGEMENT, LLC
(Name of Filing Persons (Co-Offeror 4))
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
481116101
(CUSIP Number of Class of Securities)
Kevin Tang
Concentra Biosciences, LLC
4747 Executive Drive, Suite 210, San Diego, California 92121
Tel. (858) 281-5372
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Ryan A. Murr
James J. Moloney
Gibson, Dunn & Crutcher LLP
555 Mission Street, 30th Floor
San Francisco, California 94105
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 13d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2023, as amended by Amendment No. 1 thereto filed with the SEC on April 25, 2023 and Amendment No. 2 thereto filed with the SEC on April 28, 2023 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). This Schedule TO relates to the offer (the “Offer”), to purchase all outstanding shares of common stock, $0.001 par value per share (“Shares”), of Jounce Therapeutics, Inc., a Delaware corporation (“Jounce”), at a price of $1.85 in cash per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “Cash Consideration”), plus one non-transferable contractual contingent value right per Share (each, a “CVR,” and each CVR together with the Cash Consideration, the “Offer Price”), all upon the terms and subject to the conditions described in the Amended and Restated Offer to Purchase, dated April 25, 2023 (the “Offer to Purchase”), as supplemented by Supplement No. 1 thereto filed with the SEC on April 25, 2023 (“Supplement No. 1”) and Supplement No. 2 thereto filed with the SEC on April 28, 2023 (“Supplement No. 2” and together with Supplement No. 1, the “Supplements”) and in the related Letter of Transmittal, copies of which are attached hereto as exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of March 26, 2023 (together with any amendments or supplements thereto, the “Merger Agreement”), among Jounce, Parent and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement. The obligations of Parent and Purchaser under the Merger Agreement have been guaranteed by Tang Capital Partners, LP, a Delaware limited partnership (“TCP”) and sole member of Parent, pursuant to an equity commitment and guarantee letter, dated as of March 26, 2023, subject to the terms and conditions set forth therein (the “Equity Commitment and Guarantee Letter”). Tang Capital Management, LLC, a Delaware limited liability company (“TCM”), is the sole manager of Parent and the general partner of TCP. Accordingly, TCP and TCM are identified in this Schedule TO (as reflected above) as co-offerors. As co-offerors, TCP and TCM accept joint responsibility for the accuracy of the disclosures made in this Offer to Purchase.
Except as otherwise set forth in this Amendment, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. This Amendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.
ITEMS 1 THROUGH 11
The disclosure in the Offer to Purchase and Items 1 through 11 of the Schedule TO are hereby amended and supplemented to add the following:
“Closing of the Merger
The Offer expired as scheduled, on the Expiration Date, at 6:00 p.m. Eastern Time on May 3, 2023 and was not extended. The Depositary & Paying Agent has advised Parent and Purchaser that, as of the Expiration Date, a total of 36,367,727 Shares were validly tendered into, and not validly withdrawn from, the Offer, representing approximately 69.0926% of Shares that were issued and outstanding as of the Expiration Date on a fully diluted basis. All conditions to the Offer, including the Minimum Condition, having been satisfied or waived, Purchaser irrevocably accepted for payment, and made payment for all Shares validly tendered and not validly withdrawn in the Offer.
On May 3, 2023, Parent and Purchaser completed the acquisition of Jounce pursuant to the terms of the Merger Agreement, through the merger of Purchaser with and into Jounce in accordance with Section 251(h) of the DGCL, with Jounce continuing as the surviving corporation in the Merger and thereby becoming a wholly owned subsidiary of Parent. At the Effective Time of the Merger, each issued and outstanding Share not tendered into the Offer (other than any Excluded Shares or Dissenting Shares) was automatically converted into the right to receive the Offer Price.
The Shares ceased to trade on Nasdaq as of the close of business on May 3, 2023, and Jounce has requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 to delist and deregister the Shares. Parent and Jounce intend to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Shares and take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Jounce’s reporting obligations under the Exchange Act as promptly as practicable.”
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ITEM 12. EXHIBITS.
| Index No. | ||
| (a)(1)(A)* | Offer to Purchase, dated April 5, 2023. | |
| (a)(1)(B)* | Form of Letter of Transmittal. | |
| (a)(1)(C)* | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(1)(D)* | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(1)(E)* | Supplement to the Offer to Purchase, dated April 25, 2023. | |
| (a)(1)(F)* | Amended and Restated Offer to Purchase, dated April 25, 2023. | |
| (a)(1)(G)* | Supplement No. 2 to the Offer to Purchase, dated April 28, 2023. | |
| (b) | Not applicable. | |
| (d)(1)* | Agreement and Plan of Merger, dated March 26, 2023, by and among Jounce, Parent and Purchaser (incorporated herein by reference to Exhibit 2.1 to Form 8-K filed by Jounce on March 27, 2023). | |
| (d)(2)* | Mutual Confidentiality Agreement, dated March 15, 2023, by and between Jounce, TCP and Parent. | |
| (d)(3)* | Form of Contingent Value Rights Agreement, by and between Parent, the Rights Agent and the Representative (incorporated herein by reference to Exhibit C of Exhibit 2.1 to Form 8-K filed by Jounce on March 27, 2023). | |
| (d)(4)* | Equity Commitment and Guarantee Letter, dated March 26, 2023, by Tang Capital Partners, LP in favor of Parent and Jounce. | |
| (d)(5)** | Contingent Value Rights Agreement, dated May 3, 2023, by and among Parent, Purchaser, the Rights Agent and the Representative. | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| 107** | Filing Fee Table. | |
| * | Previously filed. |
| ** | Filed herewith. |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 4, 2023
| CONCENTRA MERGER SUB, INC. | ||
| By: | /s/ Kevin Tang | |
| Name: | Kevin Tang | |
| Title: | Chief Executive Officer | |
| CONCENTRA BIOSCIENCES, LLC | ||
| By: | /s/ Kevin Tang | |
| Name: | Kevin Tang | |
| Title: | Chief Executive Officer | |
| TANG CAPITAL PARTNERS, LP | ||
| By: | /s/ Kevin Tang | |
| Name: | Kevin Tang | |
| Title: | Manager of Tang Capital Management, LLC, General Partner of Tang Capital Partners, LP | |
| TANG CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Kevin Tang | |
| Name: | Kevin Tang | |
| Title: | Manager | |
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