Item 1.01. Entry into a Material Definitive Agreement.



On February 23, 2023, Jounce Therapeutics, Inc. (the "Company"), issued an
announcement (the "Rule 2.7 Announcement") pursuant to Rule 2.7 of the UK City
Code on Takeovers and Mergers (the "Code"), disclosing that the Company and the
board of directors of Redx Pharma plc ("Redx") had reached an agreement on the
terms of a recommended all-share combination between the Company and Redx (the
"Scheme"). In connection with the proposed transaction, (i) the Company and Redx
entered into a Cooperation Agreement, dated February 23, 2023 (the "Cooperation
Agreement") and (ii) the Company and one of its wholly-owned subsidiaries
("Merger Sub") entered into a merger agreement with RM Special Holdings 3, LLC,
an entity controlled by Redmile Group, LLC ("RM3"), which contemplates a merger
transaction among RM3, the Company and Merger Sub (the "Merger", and such merger
agreement, the "Merger Agreement", and the Merger together with any other
Elected Mergers (as defined below) and the Scheme, the "Business Combination").
The Business Combination is the result of the Company's process to explore
strategic alternatives.

Rule 2.7 Announcement



The Scheme will be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the UK Companies Act of 2006 (the "UK Companies
Act") immediately preceded by the Merger, which together will result in the
Company owning the entire issued and to be issued ordinary share capital of
Redx. Under the terms of the Scheme, holders of ordinary shares of Redx (the
"Redx Shares", and the holders thereof, the "Redx Shareholders") will be
entitled to receive 0.2105 shares of Company common stock (the "Common Stock"),
par value of $0.001 per share (the "Company Shares") in exchange for each Redx
Share (approximately 102,699,827 shares of Common Stock, in the aggregate)
(subject to any adjustment to reflect the "Exchange Ratio" as defined and
adjusted in accordance with the Rule 2.7 Announcement, including as a result of
the Reverse Stock Split (as defined below)). The Scheme is subject to customary
conditions and will lapse if not completed before 11:59 p.m. U.K. time on July
31, 2023 or such later time and/or date as the Company and Redx may agree in
writing (with the consent of the U.K. Panel on Takeovers and Mergers (the
"Panel") or as the High Court of Justice of England and Wales (the "Court") may
approve (if such consent or approval is required)) (such date, the "Long-Stop
Date").

Immediately following completion of the Business Combination, Redx Shareholders
will own approximately 63% and the Company's shareholders will own approximately
37% of the share capital of the combined company based on the fully diluted
issued share capital of the Company and the fully diluted share capital of Redx
(following conversion of all outstanding Convertible Loan Notes (as defined
below) issued by Redx), in each case as of February 22, 2023.

Subject to Company shareholder approval, the Company intends to conduct a 5:1 reverse stock split of its Common Stock in conjunction with the Business Combination (the "Reverse Stock Split").



The Scheme is conditioned upon, among other things, (i) the Scheme becoming
unconditional and effective, subject to the provisions of the Code, by no later
than the Long-Stop Date, (ii) the approval of the Common Stock issuance by the
Company's shareholders in connection with the Business Combination, (iii) the
approval of the Scheme by the Redx Shareholders at the Court Meeting and the
General Meeting (as such terms are defined in the Rule 2.7 Announcement), and
(iii) the sanction of the Scheme by the Court. The conditions to the Business
Combination are set out in full in the Rule 2.7 Announcement. It is expected
that, subject to the satisfaction or waiver of all relevant conditions, the
Business Combination will be completed in the second quarter of 2023.

A copy of the Rule 2.7 Announcement is included herein as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Rule 2.7 Announcement is qualified in its entirety by reference to the full text thereof.

Cooperation Agreement



On February 23, 2023, the Company and Redx entered into a Cooperation Agreement
in connection with the Scheme. Pursuant to the Cooperation Agreement, the
Company agreed to use reasonable endeavors for the purposes of obtaining any
regulatory authorizations which are required to implement the Business
Combination, and the Company and Redx agreed to cooperate with each other in
good faith in preparing required documents and other matters and have given
certain undertakings to implement the Business Combination.

The Cooperation Agreement terminates automatically if either the Redx board or the Company's Board of Directors (the "Board of Directors") change its . . .

Item 2.05. Costs Associated with Exit or Disposal Activities.



On February 22, 2023, the Company committed to a course of action that would
result in a reduction in force intended to preserve the Company's current cash
resources. The Company will reduce its workforce by approximately 57% of its
current employees.

As a result of the reduction in force, the Company estimates that it will incur
aggregate pre-tax charges of approximately $11.2 million, primarily consisting
of salary payable during applicable notice periods and severance, non-cash
stock-based compensation expense, and other benefits.

The Company expects that the workforce reduction will be substantially completed
during the first quarter of 2023 and that these one-time charges will be
incurred in the first quarter of 2023. The Company may also incur other charges
or cash expenditures not currently contemplated due to events that may occur as
a result of, or associated with, the workforce reduction or retention efforts.
These estimates of the costs that the Company expects to incur, and the timing
thereof, are subject to a number of assumptions and actual results may differ. A
copy of the press release issued by the Company announcing the reduction in
force is furnished herewith as Exhibit 99.8 to this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.



The information contained in Item 1.01 of this report with respect to the
consideration payable in Company Shares pursuant to the Business Combination is
incorporated herein by reference. The Company Shares to be issued as
consideration for the Business Combination will be issued to Redx Shareholders
in reliance on the exemption from registration provided by Section 3(a)(10) of
the Securities Act. The Company Shares to be issued as consideration for the
Merger will be issued to the members of RM3 in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act and the rules
promulgated thereunder.

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



On February 22, 2023, as part of the reduction in force, the Company's Board of
Directors approved the consolidation of its executive and finance function and
eliminated the position of Chief Executive Officer and Chief Operating Officer,
as well as eliminating most other positions on the Company's management team.
Accordingly, Richard Murray will step down as the Chief Executive Officer and
President of the Company effective March 31, 2023, and Hugh Cole will step down
as the Chief Operating Officer of the Company effective March 15, 2023.
Elizabeth Trehu, the Company's chief medical officer, plans to step down prior
to the closing of the Business Combination. Kim Drapkin, who has been serving as
the Company's Treasurer and Chief Financial Officer, will be appointed Interim
President effective March 31, 2023 and will stay through the closing of the
Business Combination. Dr. Murray will continue his service on the Company's
Board of Directors.

In connection with each executive's termination of employment, Dr. Murray, Mr.
Cole, Dr. Trehu and Ms. Drapkin will be entitled, subject to the execution and
effectiveness of a separation agreement and release, to payment of severance
benefits pursuant to each of Dr. Murray's Employment Agreement, dated as of
January 6, 2017; Mr. Cole's Employment Agreement, dated as of July 24, 2017; and
Dr. Trehu's Employment Agreement, dated as of January 6, 2017; and Ms. Drapkin's
Employment Agreement, dated as of January 6, 2017, respectively.

Additionally, pursuant to an amendment to each executive's employment agreement
entered into on January 27, 2023, the terms of which were previously disclosed
in the Company's Current Report on Form 8-K filed with the SEC on January 20,
2023, in the event that the executive's termination without cause by the Company
occurs within a period of time prior to the signing of a definitive agreement
relating to a transaction that, if consummated, would constitute a change in
control of the Company and the closing of such transaction, such executive will
be eligible to receive, following the closing of such transaction, an amount
equal to (i) three months of base salary in effect immediately prior to his
termination (six months in the case of Dr. Murray); (ii) a bonus for the year
during which the termination occurs, calculated by multiplying such executive's
target bonus percentage by twelve months of his or her base salary (eighteen
months for Dr. Murray); and (iii) three months of the portion of each COBRA


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premium payment equal to the portion the Company contributed to such health insurance premium cost as of the date of termination (six months for Dr. Murray), provided that such executive elects continuation coverage pursuant to COBRA within the time period prescribed pursuant to COBRA.



On February 22, 2023, each of Dr. Murray, Mr. Cole and Dr. Trehu entered into a
one-year consulting agreement (each, a "Consulting Agreement") with the Company
pursuant to which each agreed to provide consulting services related to the
consummation of the Business Combination (the "Services"). In consideration for
the provision of the Services, Dr. Murray is entitled to consulting fees of $550
per hour, each of Mr. Cole and Dr. Trehu is entitled to consulting fees of $400
per hour and each executive's outstanding option awards will continue to vest
during the term of the applicable Consulting Agreement. Each Consulting
Agreement will automatically terminate upon the consummation of a transaction
that constitutes a change of control, and may also be terminated by the Company
upon ninety days' notice or by the executive upon 14 days' notice.

Ms. Drapkin's biographical information, prior to her appointment as Interim
President effective March 31, 2023, is as set forth in the Company's definitive
proxy statement under the heading "Executive and Director Compensation" filed
with the SEC on April 28, 2022 is incorporated herein by reference.

There are no family relationships between Ms. Drapkin and any other director or executive officer.

Ms. Drapkin will be compensated under her existing employment agreement, as
amended, dated January 6, 2017, and as further amended on January 27, 2023 (as
disclosed in the Company's Current Report on Form 8-K filed with the SEC on
January 20, 2023). In connection with this appointment, the Compensation
Committee of the Board of Directors (the "Compensation Committee") increased the
amount Ms. Drapkin's retention bonus from 50 percent of her base salary to 100
percent of her base salary, subject to her continued service with the Company
through the achievement of and contingent upon meeting certain goals set by the
Compensation Committee.

The Consulting Agreements, as well as the amendments to each executive's employment agreement are included herein as Exhibits 10.1 through 10.7. The foregoing descriptions of the Consulting Agreements and the employment agreement amendments are qualified in its entirety by reference to the full text thereof.

Item 7.01. Regulation FD Disclosure.

On February 23, 2023, the Company and Redx issued a joint press release announcing the Business Combination. Additionally, as disclosed in the Press Release on February 22, 2023, the Company announced that it is reducing its workforce.



The information contained in this Item 7.01, including Exhibit 99.7 and Exhibit
99.8 attached hereto, is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Securities Act, or the Exchange Act, except as
expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements



This report contains forward-looking statements within the meaning of federal
securities laws, as amended, including, without limitation, statements regarding
beliefs about and expectation for the Company's reduced operations in connection
with the reduction in force, including associated costs, cost savings and
timing, the anticipated timing of the closing of the Business Combination, the
exemptions from registration under the Securities Act on which the Company
intends to rely for the issuance of the Common Stock in connection with the
Business Combination and the Company's intent to conduct a reverse stock split
The words "estimates," "expects," "continues," "intends," "plans,"
"anticipates," "targets," "may," "will," "would," "could," "should,"
"potential," "goal," and "effort" and similar expressions are intended to
identify forward-looking statements, although not all forward-looking statements
contain these identifying words. Any forward-looking statements in this report
are based on management's current expectations and beliefs and are subject to a
number of risks, uncertainties and important factors that may cause actual
events or results to differ materially from those expressed or implied by any
forward-looking statements contained in this report, including, without
limitation, risks related to the Company's ability to execute on and realize the
expected benefits of the reduction in force; that our final audited revenue and
other financial results may differ materially from the preliminary and unaudited
amounts reported herein; that a condition to closing the Business Combination
may not be satisfied; a regulatory approval that may be required for the
Business Combination is delayed, is not obtained or is obtained subject to
conditions that are not anticipated; the Company is unable to achieve the
synergies and value creation contemplated by the Business Combination; the
Company is unable to promptly and effectively integrate Redx's businesses;
management's time and attention is diverted on transaction related issues;
disruption from the transaction makes it more difficult to maintain business,
contractual and operational relationships; legal proceedings are instituted
against the Company, Redx or the combined company; the Company, Redx or the
combined company is unable to retain key personnel; and the announcement or the
consummation of the Business Combination has a negative effect on the market
price of the capital stock of the Company or Redx or on the Company's or Redx's
operating results, and other risks identified in the Company's filings with the
SEC,


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including its most recent Annual Report on Form 10-K for the year ended December
31, 2021, filed with the SEC on March 2, 2022 and subsequent filings with the
SEC. Should any risks and uncertainties develop into actual events, these
developments could have a material adverse effect on the Business Combination
and/or the Company or Redx, the Company's ability to successfully complete the
Business Combination and/or realize the expected benefits from the Business
Combination. The Company cautions investors not to place undue reliance on any
forward-looking statements, which speak only as of the date they are made. The
Company disclaims any obligation to publicly update or revise any such
statements to reflect any change in expectations or in events, conditions or
circumstances on which any such statements may be based, or that may affect the
likelihood that actual results will differ from those set forth in the
forward-looking statements. Any forward-looking statements contained in this
report represent the Company's views only as of the date hereof and should not
be relied upon as representing its views as of any subsequent date.

Additional Information and Where to Find It



This report is being made in respect to the proposed transaction involving the
Company and Redx. A meeting of the shareholders of the Company will be announced
as promptly as practicable to seek shareholder approval in connection with the
proposed transaction. The Company intends to file relevant materials with the
SEC, including the filing by the Company 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 TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Any vote in respect of resolutions to be proposed at the Company's shareholder
meeting to approve the proposed transaction 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 or the Investor Resources section
of Redx's website at https://redxpharma.com/investor-centre.

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, 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 Merger 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 the Scheme Document and the 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, Redx and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the Company's or Redx Shareholders in connection with the proposed transaction.
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. Information
. . .

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.             Description
  2.1                     Rule 2.7 Announcement
  2.2                     Cooperation Agreement
  2.3                     Merger Agreement
                          Amendment No. 1 to the Employment Agreement, by

and between the Company and


  10.1                  Hugh Cole, dated as of January 27, 2023
                          Amendment No. 1 to the Amended and Restated

Employment Agreement, by and


  10.2                  between the Company and Kim C. Drapkin, dated as of

January 27, 2023


                          Amendment No. 1 to the Amended and Restated

Employment Agreement, by and


  10.3                  between the Company and Richard Murray, Ph.D.,

dated as of January 27, 2023


                          Amendment No. 1 to the Amended and Restated

Employment Agreement, by and


  10.4                  between the Company and Elizabeth Trehu, M.D.,

dated as of January 27, 2023


                          Consulting Agreement, by and between the Company

and Hugh Cole, dated as of


  10.5                  February 22, 2023
                          Consulting Agreement, by and between the Company

and Richard Murray, Ph.D.,


  10.6                  dated as of February 22, 2023
                          Consulting Agreement, by and between the Company

and Elizabeth Trehu, M.D.,


  10.7                  dated as of February 22, 2023
                          Deed of Irrevocable Undertaking, by and between the Company and Redx
  99.1                  Supporting Shareholder 1, dated as of February 23, 2023
                          Deed of Irrevocable Undertaking, by and between the Company and Redx
  99.2                  Supporting Shareholder 2, dated as of February 23, 2023
                          Deed of Irrevocable Undertaking, by and between the Company and Redx
  99.3                  Supporting Shareholder 3, dated as of February 23, 2023
                          Deed of Irrevocable Undertaking, by and between the Company and Redx
  99.4                  Supporting Shareholder 4, dated as of February 23, 2023
  99.5                    Form of Deed of Irrevocable Undertaking given by Redx Directors

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Exhibit No.             Description
  99.6                    Form of Voting and Support Agreement
  99.7                    Joint Press Release of the Company and Redx, dated February 23, 2023
  99.8                    Press Release of the Company, dated February 22, 2023
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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