Bolt Biotherapeutics, Inc.

DEF 14A 12025_bolt_def_14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

Bolt Biotherapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

Not applicable

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY COPY - SUBJECT TO COMPLETION

900 Chesapeake Drive

Redwood City, California 94063

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 27, 2025

AT 11:00 A.M. PACIFIC TIME

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Bolt Biotherapeutics, Inc., a Delaware corporation, or the Company or Bolt Bio. The 2025 Annual Meeting of Stockholders will be held on May 27, 2025, at 11:00 a.m., Pacific Time. The 2025 Annual Meeting of Stockholders will be convened and held entirely online. You will be able to attend and participate online in the 2025 Annual Meeting of Stockholders by visitingwww.proxydocs.com/BOLT, where you will be able to listen to the meeting live, submit questions, and vote.

The 2025 Annual Meeting of Stockholders is being convened to conduct the following business:

To elect our two nominees for Class I directors to serve until our 2028 Annual Meeting of Stockholders;

To ratify the selection by the audit committee of the Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025;

Approval of an amendment to our certificate of incorporation to effect a reverse stock split of our issued and outstanding common stock; and

To conduct any other business properly brought before the 2025 Annual Meeting of Stockholders.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The record date for the 2025 Annual Meeting of Stockholders is April 15, 2025. Only stockholders of record at the close of business on that date are entitled to receive notice of, and to vote at, the 2025 Annual Meeting of Stockholders or any adjournment thereof. A list of stockholders of record at the close of business on the April 15, 2025 record date will be available during the Annual Meeting atwww.proxydocs.com/BOLT and electronically for the 10 days ending the day prior to the Annual Meeting to registered stockholders for any legally valid purpose related to the Annual Meeting. For access to the stockholder list, please contact us at investors@boltbio.com.

The Board of Directors recommends that you vote as follows on the matters to be presented to stockholders at the 2025 Annual Meeting of Stockholders:

FORthe election of each of our Class I director nominees named in Proposal No. 1 of the proxy statement;

FORthe ratification of the selection by the audit committee of the Board of Directors of PricewaterhouseCoopers LLP, as the independent registered public accounting firm, as described in Proposal No. 2 of the proxy statement; and

FORthe approval of an amendment to our certificate of incorporation to effect a reverse stock split of our issued and outstanding common stock, as described in Proposal No. 3 of the proxy statement.

Your vote is very important. Whether or not you attend the 2025 Annual Meeting of Stockholders (by logging intowww.proxydocs.com/BOLT), it is important that your shares be represented. We encourage you to read the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024, and submit your proxy on the internet, by phone or by mail in accordance with the instructions in these materials. Please review the instructions on the enclosed proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options. If you receive more than one set of proxy materials because your shares are registered in different names or addresses, each proxy should be signed and submitted to ensure that all of your shares will be voted. Instructions on how to attend the meeting webcast, ask questions or vote your shares online are included in the attached Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Tuesday, May 27, 2025 electronically via webcast at www.proxydocs.com/BOLT.

This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024

are available free of charge atwww.proxydocs.com/BOLT.

On behalf of the Board of Directors, thank you for your participation in this important annual process.

By Order of the Board of Directors

William P. QuinnPresident, Chief Executive Officer, Chief Financial Officer and SecretaryRedwood City, California

April [ ], 2025

You are cordially invited to attend the 2025 Annual Meeting of Stockholders by logging intowww.proxydocs.com/BOLT and following the attendance instructions on the website. Whether or not you expect to attend the 2025 Annual Meeting of Stockholders, please vote on the internet, by phone or by mail as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy prior to the meeting, you may still attend the meeting online and submit your vote prior to voting being closed atwww.proxydocs.com/BOLT. Please note, however, that if you are a beneficial stockholder and hold our stock in the name of a broker, bank or other nominee and you wish to vote at the 2025 Annual Meeting of Stockholders, you must obtain a proxy issued in your name from that record holder.

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