Item 8.01. Other Events.

On March 14, 2023, Jounce Therapeutics, Inc. (the "Company" or "Jounce") issued a press release confirming the receipt of an unsolicited and non-binding proposal to acquire 100% of the equity of the Company from Concentra Biosciences, LLC, of which Tang Capital Partners, LP is the controlling shareholder.

The press release is included herein as Exhibit 99.1 and is incorporated herein by reference.

Additional Information and Where to Find It

In connection with the proposed all share merger transaction (the "Business Combination") between the Company and Redx Pharma plc ("Redx"), a meeting of the shareholders of Jounce will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. Jounce intends to file relevant materials with the SEC, including the filing by of a preliminary and definitive proxy statement relating to the proposed transaction. The definitive proxy statement will be mailed to the Company's shareholders. This report is not a substitute for the proxy statement.

BEFORE MAKING ANY DECISION, THE COMPANY'S SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS TRANSACTION.

Any vote in respect of resolutions to be proposed at the Company's shareholder meeting to approve the proposed Business Combination or other responses in relation to the proposed transaction should be made only on the basis of the information contained in the Company's proxy statement. The Company's shareholders will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of the Company's website at https://www.jouncetx.com.

No Offer or Solicitation

The information contained in this report is for information purposes only and is not intended to and does not constitute, or form any part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance, subscription or transfer of securities in any jurisdiction in contravention of applicable law or regulation. In particular, this report is not an offer of securities for sale in the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued as part of the Business Combination are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act and any securities issued as part of the proposed merger contemplated in connection with the Business Combination are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 4(a)(2) of the Securities Act and the rules promulgated thereunder. The Business Combination will be made by means of a Scheme Document and Merger Agreement to be published by Redx in due course, or (if applicable) pursuant to an offer document to be published by the Company, which (as applicable) would contain the full terms and conditions of the Business Combination. Any decision in respect of, or other response to, the Business Combination, should be made only on the basis of the information contained in such document(s).

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the proposed Business Combination. Information regarding the Company's directors and executive officers is contained in the Company's Definitive Proxy Statement for its 2022 Annual Meeting of Shareholders filed with the SEC on April 28, 2022. Other information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Business Combination or the transactions contemplated by the Proposal, as applicable, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in any registration statement, prospectus, proxy statement and other relevant materials to be filed with the SEC if and when they become available. These documents (when available) may be obtained free of charge from the SEC's website at at www.sec.gov or by accessing the Investor Relations section of the Company's website at https://ir.jouncetx.com/sec-filings.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.             Description
  99.1                    Press Release of the Company dated March 14, 2023
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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