Item 1.02 Termination of a Material Definitive Agreement



On May 2, 2023, Jounce Therapeutics, Inc. (the "Company") entered into a Lease
Termination Agreement (the "Lease Termination") with ARE-770/784/790 Memorial
Drive, LLC (the "Landlord"), which, effective May 31, 2023 (the "Lease
Termination Date"), terminated the lease, dated November 1, 2016, as amended, by
and between the Company and the Landlord (the "Lease"), pursuant to which the
Company leased approximately 51,000 square feet of space, consisting of the
entire building located at 780 Memorial Drive, Cambridge, MA 02139 (the
"Premises"). Pursuant to the Lease Termination, the Company will pay the
Landlord a contingent termination fee of $5,250,000, with such fee to be
refunded to the Company in the event that the Landlord enters into one or more
new lease agreements for the Premises with a third party (the "New Tenant"), and
such New Tenant commences paying cash rent for all of the Premises before July
2, 2023. The Company will have no further rent obligations to the Landlord
pursuant to the Lease after the Lease Termination Date.

The foregoing description of the Lease Termination does not purport to be
complete and is qualified in its entirety by reference to the Lease Termination,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.



As previously disclosed in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission (the "SEC"), filed on March 27, 2023, the
Company entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Concentra Biosciences, LLC, a Delaware limited liability company
("Parent"), and Parent's wholly owned subsidiary, Concentra Merger Sub, Inc., a
Delaware corporation ("Purchaser").

Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, on April 5, 2023, Purchaser commenced a tender offer to
purchase all of the Company's outstanding shares of common stock, par value
$0.001 per share (the "Shares"), pursuant to the Merger Agreement, in exchange
for (i) $1.85 in cash per Share (the "Cash Consideration"), net to the seller,
without interest and subject to any withholding of taxes, plus (ii) one
non-transferable contractual contingent value right per Share (a "CVR," and each
CVR together with the Cash Consideration, the "Offer Price"), subject to and in
accordance with the terms and conditions of the contingent value rights
agreement (the "CVR Agreement") and all upon the terms and subject to the
conditions as set forth in the Offer to Purchase, dated April 5, 2023 (as
amended or supplemented from time to time, the "Offer to Purchase"), and in the
related Letter of Transmittal (as amended or supplemented from time to time, the
"Letter of Transmittal," which, together with the Offer to Purchase, as each may
be amended or supplemented from time to time, constitute the "Offer").

The Offer expired at 6:00 p.m., Eastern Time, on Wednesday, May 3, 2023.
According to Computershare Trust Company, N.A., the depositary for the Offer,
36,367,727 Shares were validly tendered in accordance with the terms of the
Offer and "received" (as defined in Section 251(h)(6)(f) of the General
Corporation Law of the State of Delaware (the "DGCL")) and not validly
withdrawn, representing approximately 69.0926% of the aggregate number of then
issued and outstanding Shares. The number of Shares tendered satisfied the
Minimum Condition (as defined in the Merger Agreement). All conditions to the
Offer having been satisfied or waived, Purchaser accepted for payment all Shares
validly tendered (and not validly withdrawn) prior to the expiration of the
Offer and made payment for such Shares on May 3, 2023.

On May 3, 2023, as a result of its acceptance of, and payment for, the Shares
tendered in the Offer, Purchaser acquired a sufficient number of Shares to
complete the merger of Purchaser with and into the Company (the "Merger"),
without a vote of the stockholders of the Company pursuant to Section 251(h) of
the DGCL. Accordingly, following the consummation of the Offer, Parent and
Purchaser effected the Merger pursuant to Section 251(h). At the effective time
of the Merger, each outstanding Share other than (1) Shares owned or held in the
Company's treasury immediately prior to the Effective Time, (2) Shares owned
directly or indirectly, by Parent or Purchaser immediately prior to the
Effective Time and (3) Shares held by any stockholder who was entitled to demand
and properly demanded appraisal of such Shares pursuant to, and who complied in
all respects with, Section 262 of the DGCL and who, as of the Effective Time,
had neither effectively withdrawn nor lost its rights to such appraisal and
payment under the DGCL with respect to such Share) was converted into the right
to receive the Offer Price from Purchaser. At the effective time of the Merger,
the Company became a wholly owned subsidiary of Parent. As a result, a change of
control of the Company occurred.

The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference
herein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.



In connection with the consummation of the Offer and the Merger, the Company
notified The Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the
Merger and requested that Nasdaq file with the SEC a notification of removal
from listing and/or registration on Form 25 to effect the delisting of all
Shares from Nasdaq and the deregistration of such Shares


--------------------------------------------------------------------------------

under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). 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 and trading of Shares was suspended
effective as of the close of business on May 3, 2023. In addition, the Company
intends 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.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth under Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



In accordance with the Merger Agreement, at the effective time of the Merger,
each of Jigar Raythatha, Luiz A. Diaz, Jr., Barbara Duncan, Robert Iannone,
Robert Kamen, Perry Karsen, Richard Murray and Luisa Salter-Cid resigned from
the board of directors of the Company (the "Company Board"). These resignations
were tendered in connection with the Merger and not as a result of any
disagreements between the Company and the resigning individuals on any matters
related to the Company's operations, policies, or practices. As previously
disclosed in the Company's current report on Form 8-K filed on February 23,
2023, Kim Drapkin, the president, chief financial officer and treasurer of the
Company prior to the effective time of the Merger, was expected to stay through
the closing. Accordingly, the effective date of Ms. Drapkin's termination is May
3, 2023.

Following the Merger and pursuant to the Merger Agreement, as of the Effective
Time, the directors and officers of Purchaser immediately prior to the Effective
Time became the directors and officers of the Surviving Corporation. The sole
director and executive officer of Purchaser immediately prior to the Effective
Time was Kevin Tang, serving as Chairman and Chief Executive Officer.
Information regarding the new directors and executive officers has been
previously disclosed in Schedule A of the Offer to Purchase as filed with the
Tender Offer Statement on Schedule TO, originally filed by Parent and Purchaser
on April 5, 2023.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



Pursuant to the terms of the Merger Agreement, on May 3, 2023, the Company's
certificate of incorporation and bylaws were each amended and restated in their
entirety. Copies of the amended and restated certificate of incorporation and
amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Exhibits

Exhibit No.             Description
  2.1                     Agreement and Plan of Merger between the Company,

Parent and Purchaser, dated

March 26, 2023 (incorporated by reference to

Exhibit 2.1 to the Company's Current


                        Report on Form 8-K filed on March 26, 2023).
                          Amended and Restated Certificate of Incorporation

of Jounce Therapeutics,


  3.1                   Inc.
  3.2                     Amended and Restated Bylaws of Jounce

Therapeutics, Inc.


                          Lease Termination Agreement, by and between the

Company and the Landlord, dated


  10.1                  May 2, 2023.
104                     Cover Page Interactive Data File (embedded within

the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses