UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~November 25~~January 8, ~~2024~~2025

Poseida Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39376	47-2846548
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9390 Towne Centre Drive, Suite 200
San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

9390 Towne Centre Drive, Suite 200

San Diego, California 92121

(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (858) 779-3100

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PSTX		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 1.01~~Introductory ~~Entry into a Material Definitive Agreement~~Note.

OnAs ~~November~~previously ~~25,~~disclosed ~~2024,~~in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) by Poseida Therapeutics, Inc., a Delaware corporation (the “Company”) oron ~~“Poseida”)~~November 26, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), bydated ~~and~~as ~~among~~of ~~the~~November 25, ~~Company~~2024, with Roche Holdings, Inc., a Delaware corporation (“Parent”) and Blue Giant Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on December 9, 2024, Merger Sub commenced a tender offer to acquire all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.0001 per share (the “Company Common Stock”), of the Company, for (i) $9.00 per Share, in cash, without interest (the “Cash Amount”) less any applicable withholding taxes, plus (ii) one non-transferable contingent value right (each, a “CVR”) per Share, representing the right to receive certain contingent payments of up to an aggregate amount of $4.00 per Share, in cash, without interest less any applicable withholding taxes, upon the achievement of certain specified milestones on or prior to the applicable milestone outside dates in accordance with the terms and conditions set forth in the contingent value rights agreement (the “CVR Agreement”) entered into with Computershare Inc., a Delaware corporation (“Computershare”) and Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Rights Agent”) (the Cash Amount plus one CVR, collectively, the “Offer Consideration”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 9, 2024 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and the Offer to Purchase and the Letter of Transmittal, collectively, the “Offer”). The Offer to Purchase and the Letter of Transmittal were filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO originally filed with the SEC by Merger Sub and Parent on December 9, 2024.

~~Pursuant~~Item to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will (and Parent will cause Merger Sub to) commence a tender offer (the “Tender Offer”) no later than December 10, 2024, to acquire all of the issued and outstanding shares (the “Shares”) of common stock of the Company, par value $01.~~0001 per share (“Company Common Stock”), at an offer price of (i) $9~~02.00 ~~per~~Termination ~~Share in cash (the “Cash Amount”), and (ii) one non-tradeable contingent value right per Share (a “CVR”), which will represent the right to receive certain contingent cash payments~~ of ~~up to an aggregate amount of $4.00 per Share upon the achievement of specified milestones, subject to and in accordance with the terms and conditions of,~~ a ~~Contingent~~Material ~~Value~~Definitive ~~Right~~ Agreement substantially in the form attached as Annex B to the Merger Agreement (the “CVR Agreement”), as further described below under the heading “—CVR Agreement” (the Cash Amount plus one CVR collectively, the “Tender Offer Consideration”), in each case, without interest and subject to any applicable withholding taxes.

The ~~obligation~~information ofcontained ~~Merger~~in ~~Sub to accept for payment and acquire any Shares validly tendered and not validly withdrawn pursuant to~~ the ~~Tender~~Introductory ~~Offer~~Note ~~(the time~~ of ~~such~~this ~~acceptance~~Current ~~for~~Report ~~payment,~~on ~~the~~Form ~~“Acceptance~~8-K ~~Time”)~~ is ~~subject~~incorporated to the satisfaction or waiver of customary conditions as set forth in the Merger Agreement, including (i) there being validly tendered and not validly withdrawn in accordance with the terms of the Tender Offer (and “received” as defined in Section 251(h) of the General Corporation Law of the State of Delaware (“DGCL”)) that number of Shares that, when added to any Shares owned by ~~Parent~~reference ~~and~~into ~~its~~this ~~affiliates~~Item (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” as defined in Section 251(h) of the DGCL), represent at least one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Tender Offer and (ii) completion of regulatory review1. ~~Parent and Merger Sub’s obligations to consummate the transactions contemplated by the Merger Agreement are not subject to any financing condition~~02.

~~Following~~On January 8, 2025, in connection with the ~~completion~~Merger of(as defined below), the ~~Tender~~Company, ~~Offer~~as borrower, terminated, and ~~subject~~Parent paid or caused to ~~the~~be ~~terms~~paid, ~~and~~on ~~conditions~~behalf of the ~~Merger Agreement~~Company, ~~Merger~~all ~~Sub~~amounts ~~will~~necessary ~~merge~~to ~~with~~pay and ~~into~~fully discharge the then-outstanding obligations of the Company (under, the ~~“Merger”)~~Loan ~~pursuant~~and toSecurity ~~Section 251(h)~~Agreement, dated as of ~~the~~February 22, ~~DGCL~~2022, ~~with~~by and among the Company, ~~continuing~~Oxford Finance LLC, as the ~~surviving~~collateral ~~corporation~~agent in (the ~~Merger.~~“Collateral AtAgent”), the ~~effective~~lenders from time ofto ~~the~~time ~~Merger~~party ~~(the~~thereto ~~“Effective~~and ~~Time”)~~Vindico NanoBioTechnology, ~~each~~LLC ~~Share~~ (~~other than (i~~“Vindico”) ~~Shares~~, ~~held~~as amended by the ~~Company~~Consent orand ~~any~~First ~~subsidiary~~Amendment ofto the ~~Company~~Loan ~~(or~~and ~~held~~Security inAgreement, ~~the~~dated ~~Company’s~~as ~~treasury)~~of July 19, ~~(ii)~~2023, ~~Shares~~by ~~held~~and byamong ~~Merger~~the ~~Sub~~Company, orthe ~~Parent~~Collateral orAgent, ~~any~~the ~~subsidiary~~Lenders ofand ~~Parent,~~Vindico (~~iii) Shares~~the ~~irrevocably~~“First ~~accepted~~Amendment”). toThe beCompany ~~acquired~~previously infiled the ~~Tender~~Loan ~~Offer~~Agreement ~~and~~as ~~(iv) Shares~~Exhibit ~~held~~10.23 byto ~~stockholders~~its ofAnnual ~~the~~Report ~~Company~~on ~~who~~Form ~~have~~10-K ~~properly~~for ~~exercised~~the ~~and~~year ~~perfected~~ended aDecember 31, ~~demand~~2021, ~~for~~filed ~~appraisal~~with ~~under~~ the ~~DGCL)~~SEC ~~will~~on beMarch 10, ~~converted~~2022, ~~into~~and the ~~right~~First Amendment as Exhibit 10.1 to ~~receive~~its ~~the~~Quarterly ~~Tender~~Report ~~Offer~~on ~~Consideration,~~Form ~~without~~10-Q ~~interest~~for ~~and~~the ~~subject~~quarter toended ~~any~~June 30, ~~applicable~~2023, ~~withholding~~filed ~~taxes~~with (the ~~“Merger~~SEC ~~Consideration”)~~on August 8, 2023.

~~Each~~Item of2.01. ~~the~~Completion ~~Company’s stock options exercisable into shares~~ of ~~Company~~Acquisition ~~Common~~or ~~Stock~~Disposition ~~(the “Company Options”) that is outstanding as~~ of ~~immediately prior to the Effective Time will fully vest and become exercisable as of immediately prior to, and conditioned upon the occurrence of, the Effective Time~~Assets. ~~As of the Effective Time:~~

~~(i)~~The ~~each~~information ~~unexercised~~contained ~~outstanding~~in ~~Company Option that has an exercise price per share that is less than~~ the ~~Cash~~Introductory ~~Amount~~Note ~~will be cancelled~~ and ~~converted~~Items ~~into the right to receive~~1.02, ~~(A)~~5.01 ~~an amount in cash (without interest~~ and ~~subject~~5.03 ~~to any applicable withholding tax) equal to the product~~ of ~~(1)~~this ~~the~~Current ~~excess,~~Report ifon ~~any,~~Form of8-K ~~the~~is ~~Cash~~incorporated ~~Amount~~by ~~over~~reference ~~the~~into ~~exercise~~this ~~price per share of such Company Option and (~~Item 2).01. the number of shares of Company Common Stock underlying such Company Option and (B) one CVR in respect of each share of Company Common Stock underlying such Company Option (collectively, the “Option Consideration”);

The Offer and withdrawal rights expired as scheduled at one minute following 11:59 p.m., New York City Time, on January 7, 2025 (iisuch date and time, the “Expiration Time”). ~~each~~According ~~unexercised~~to ~~outstanding~~Citibank, ~~Company~~N.A., ~~Option~~the ~~that~~depositary ~~has~~for anthe ~~exercise~~Offer ~~price~~(the ~~per~~“Depositary”), ~~share~~64,991,586 ~~that~~Shares iswere ~~equal~~validly tendered (excluding any Shares tendered pursuant to orguaranteed ~~greater~~delivery ~~than~~procedures ~~the~~that ~~Cash~~had ~~Amount~~not ~~but~~yet ~~less~~been ~~than~~“received”) ~~$13~~and not validly withdrawn, representing approximately 66.0011% ~~will~~of ~~not~~the beissued ~~entitled~~and tooutstanding ~~any~~Shares ~~payment~~as of the ~~Cash~~time ~~Amount~~Merger ~~but~~Sub ~~will~~accepted besuch ~~cancelled~~tendered ~~and~~Shares ~~converted~~for ~~into~~payment (the ~~right~~“Acceptance Time”). In addition, according to ~~receive~~the Depositary, Notices of Guaranteed Delivery were delivered for 7,873,717 Shares, representing approximately 8.01% of the ~~CVR~~issued ~~included~~and inoutstanding Shares as of the ~~Option~~Acceptance ~~Consideration~~Time. ~~with~~As ~~respect~~of tothe ~~each~~Expiration ~~share~~Time, a sufficient number of ~~Company~~Shares ~~Common~~were ~~Stock~~validly ~~underlying~~tendered and not validly withdrawn such ~~Company~~that ~~Option,~~the minimum tender condition to the Offer was satisfied. As a result of the satisfaction of the foregoing condition and ~~therefore~~of ~~may~~each ~~become~~other ~~entitled~~condition to ~~receive~~the ~~(without~~Offer, ~~interest~~Parent and ~~subject~~Merger toSub ~~any~~irrevocably ~~applicable~~accepted ~~withholding~~for ~~tax)~~payment, aton ~~each~~January 8, ~~time~~2025, aall ~~milestone~~Shares ~~payment~~that ~~becomes~~were ~~due~~validly tendered and ~~payable~~not invalidly withdrawn pursuant to the Offer.

~~accordance~~Also ~~with~~on ~~the~~January 8, ~~terms~~2025, following consummation of the ~~CVR Agreement~~Offer, anMerger ~~amount~~Sub inmerged ~~cash~~with ~~equal~~and tointo the ~~product~~Company, ofwith ~~(A)~~ the ~~total number of shares of~~ Company ~~Common~~being ~~Stock~~the ~~underlying~~surviving ~~such~~corporation ~~Company Option, multiplied by~~ (Bthe “Merger”). ~~the~~The ~~amount,~~Merger ifwas ~~any,~~governed by ~~which~~ Section 251(1h) of the ~~Cash~~General ~~Amount~~Corporation ~~plus~~Law ~~the amount~~ of ~~such milestone payment plus~~ the ~~amount~~State of ~~any~~Delaware ~~other~~(the ~~milestone~~“DGCL”), ~~payments~~with ~~that~~no ~~previously~~vote ~~became~~of ~~due and payable under~~ the ~~terms~~stockholders of the ~~CVR~~Company ~~Agreement~~required ~~exceeds~~to ~~(2)~~consummate the ~~exercise~~Merger. ~~price~~Upon ~~per~~completion ~~share~~of ~~with respect to such Company Option plus~~ the ~~milestone payment amounts~~Merger, ifthe ~~any,~~Company ~~previously~~became ~~paid~~a inwholly ~~respect~~owned ofsubsidiary ~~each CVR granted in respect~~ of ~~such~~Parent. ~~Company Option; and~~

At the effective time of the Merger (~~iii~~the “Effective Time”) and pursuant to the terms and conditions of the Merger Agreement, each ~~unexercised~~Share ~~outstanding~~(other than (i) Shares held by the Company ~~Option~~(or ~~that~~held ~~has~~in anthe ~~exercise~~Company’s ~~price~~treasury), ~~per~~(ii) Shares ~~share~~held ~~that~~by isParent, ~~equal~~Merger toSub or ~~greater~~any ~~than~~other ~~$13.00~~subsidiary ~~will~~of beParent, ~~cancelled~~(iii) Shares ~~without~~irrevocably ~~any~~accepted ~~payment~~to ~~being~~be ~~made~~acquired in ~~respect~~the Offer and (iv) Shares held by stockholders of the Company who properly exercised and perfected their statutory rights of appraisal under the DGCL) was automatically canceled and converted into the right to receive the Offer Consideration, payable to the holder thereof on the terms and subject to the conditions set forth in the Merger Agreement.

~~Each~~As of ~~the~~immediately ~~Company’s~~prior ~~awards~~to ofand ~~restricted~~conditioned ~~stock~~upon ~~units (~~the ~~“Company~~occurrence ~~RSUs”) that is outstanding as~~ of ~~immediately prior to~~ the Effective Time ~~(other than any 2025 Company RSUs (as defined below)) will~~, aspursuant ofto ~~immediately~~the ~~prior~~Merger toAgreement, ~~and~~each ~~conditioned~~outstanding ~~upon~~restricted ~~the~~stock ~~occurrence~~unit of(each, ~~the~~a ~~Effective~~“Company ~~Time,~~RSU”) became fully ~~vest~~vested and bewas cancelled and converted into the right to receive, ~~at the Effective Time,~~ (Aa) an amount in cash (without interest and subject to deduction for any ~~applicable~~required withholding tax) equal to the product of (1) the Cash Amount ~~and~~multiplied by (2) the number of ~~shares~~Shares ~~of Company Common Stock~~ subject to such Company RSU and (Bb) one CVR in respect of each ~~share~~Share ~~of Company Common Stock~~ subject to such ~~RSU (collectively, the “RSU Consideration”). Each~~ Company RSU that is granted prior to the Effective Time and during the calendar year ending December 31, 2025 to an employee as a long-term equity incentive grant (each, a “2025 Company RSU”) that is outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive, without interest, the RSU Consideration, which will vest and become payable in accordance with the vesting schedule and terms and conditions applicable to such 2025 Company RSU immediately prior to the Effective Time.

InAs ~~accordance~~of ~~with~~immediately prior to and conditioned upon the ~~terms~~occurrence of ~~each~~the ~~outstanding~~Effective ~~warrant~~Time, pursuant to ~~purchase~~the ~~shares~~Merger ofAgreement, ~~Company~~each ~~Common~~outstanding ~~Stock~~option to purchase Shares (each, aan “~~Company Warrant~~Option”) became fully vested and exercisable, and to the extent not exercised prior to the Effective Time, was cancelled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any ~~shares~~required withholding tax) equal to the product of ~~Company~~(1) the ~~Common~~excess, ~~Stock~~if ~~underlying~~any, of the Cash Amount over the exercise price per share of each such ~~Company~~Option ~~Warrant~~multiplied ~~exercised~~by (2) asthe number of Shares underlying such Option immediately prior to the ~~Acceptance~~Effective Time, and ~~contingent~~(b) one ~~upon~~CVR in respect of each Share underlying such Option (clauses (a) and (b) collectively, the ~~occurrence~~“Option Consideration”); provided, however, that if the exercise price per Share of any Option was equal to or greater than the ~~Acceptance~~Cash ~~Time~~Amount, ~~will~~but beless ~~treated~~than $13.00 (any such option, an “Underwater Option”), such Underwater Option was not entitled to any payment of the Cash Amount in respect thereof and was cancelled and converted into the ~~same~~right ~~manner~~to asreceive the CVR included in the Option Consideration with respect to each Share ~~outstanding~~underlying ~~immediately~~such ~~prior~~Underwater Option, and therefore became entitled to ~~the~~receive, ~~Effective~~without ~~Time~~interest, at each time a milestone payment becomes due and ~~any~~payable ~~Company~~under ~~Warrant~~the ~~that~~terms isof ~~not~~the ~~exercised~~CVR ~~prior~~Agreement, an amount in cash equal to the ~~Acceptance~~product ~~Time~~of (a) the ~~and~~total number of Shares underlying such Underwater Option, multiplied by (b) the amount, if any, ~~Company~~by ~~Warrant~~which ~~outstanding~~(1) the asCash Amount plus the amount of ~~immediately~~such ~~prior~~milestone topayment per Share plus the ~~Acceptance~~amount ~~Time~~of any other milestone payments per Share that ~~has~~previously anbecame due and payable under the terms of the CVR Agreement exceeds (2) the exercise price per ~~share~~Share ~~equal~~with respect to orsuch ~~greater~~Underwater ~~than~~Option plus the Milestone Payment Amounts (as such term is defined in the ~~Cash~~CVR ~~Amount~~Agreement), ~~will~~if ~~expire~~any, ~~and~~previously ~~terminate~~paid ~~automatically~~pursuant asto the CVR Agreement in respect of each CVR granted in respect of such Underwater Option. Any Option with an exercise price that was equal to or greater than $13.00, was cancelled immediately prior to the ~~Acceptance~~Effective Time without any payment being made in respect thereof.

The ~~Merger~~warrants ~~Agreement~~to ~~includes~~purchase ~~representations,~~shares ~~warranties~~of ~~and~~Company ~~covenants~~Common ofStock (the ~~parties~~“Company ~~customary~~Warrants”) ~~for~~were aexercised ~~transaction~~as of ~~this~~immediately ~~nature.~~prior ~~From~~to the ~~date~~Acceptance ofTime, ~~the~~contingent ~~Merger~~upon ~~Agreement until~~ the ~~earlier~~occurrence of the ~~Effective~~Acceptance Time, and the ~~termination~~Shares ofunderlying ~~the~~such ~~Merger~~exercised ~~Agreement, except as permitted by certain exceptions, the~~ Company ~~has~~Warrants ~~agreed~~were totreated ~~operate its business~~ in the ~~ordinary~~same ~~course~~manner ~~and has agreed to certain other operating covenants,~~ as ~~set~~each ~~forth~~Share ~~more~~outstanding ~~fully~~immediately inprior to the ~~Merger~~Effective ~~Agreement~~Time.

The ~~Company~~foregoing ~~has~~summary also agreed to customary “no-shop” restrictions on its ability to solicit acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding acquisition proposals. Notwithstanding these restrictions, the Company may under certain circumstances provide information with respect to the Company to and participate in discussions or negotiations with third parties with respect to an unsolicited bona fide written acquisition proposal if the board of ~~directors of~~ the ~~Company~~Offer, (the ~~“Company Board”) has determined in good faith that such acquisition proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the~~ Merger ~~Agreement) and~~, ~~after consultation with its outside counsel, that~~ the ~~failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable law. The~~ Merger Agreement ~~also requires that the Company Board recommend that the stockholders of the Company accept the Tender Offer~~ and ~~tender their Shares to Merger Sub pursuant to~~ the ~~Tender~~transactions ~~Offer~~contemplated ~~(the~~thereby ~~“Company~~does ~~Board Recommendation”) and that the Company Board~~ not, ~~among~~purport ~~other things, (i) fail~~ to ~~make,~~be ~~withhold,~~complete ~~withdraw~~and oris ~~amend~~qualified ~~or modify~~ in aits ~~manner~~entirety ~~adverse~~by toreference ~~Parent, or publicly propose~~ to ~~withhold, withdraw or amend or modify in a manner adverse to Parent,~~ the ~~Company~~Merger ~~Board Recommendation~~Agreement, ~~(ii) adopt,~~which ~~approve,~~is ~~recommend,~~filed ~~endorse~~hereto oras ~~otherwise~~Exhibit declare advisable the adoption of any acquisition proposal or (iii) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act, a “Change in Company Board Recommendation”)2.1 ~~Notwithstanding these restrictions, the Company Board is permitted, prior to the Acceptance Time~~ and ~~subject~~which ~~to the terms and conditions set forth in the Merger Agreement, to (A) effect a Change in Company Board Recommendation if there~~ is anincorporated ~~Intervening~~herein ~~Event~~by ~~(as defined in the Merger Agreement)~~ reference.

ifItem ~~the~~3.01. ~~Company~~Notice ~~Board~~of ~~concludes~~Delisting inor ~~good~~Failure ~~faith, after consultation with outside counsel, that the failure~~ to ~~take~~Satisfy ~~such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law or (B) effect~~ a ~~Change~~Continued inListing ~~Company~~Rule ~~Board Recommendation~~ or ~~terminate~~Standard; ~~the~~Transfer ~~Merger Agreement in response to an acquisition proposal that did not result from a material breach~~ of the Company’s “no-shop” restrictions under the Merger Agreement if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law and, after consultation with its financial advisor, that the acquisition proposal constitutes a Superior Proposal, subject in each case to certain matching rights in favor of ParentListing.

The ~~Merger~~information ~~Agreement~~contained ~~includes~~in ~~a remedy of specific performance for~~ the ~~parties~~Introductory ~~thereto.~~Note ~~The Merger Agreement also includes customary termination provisions for both the Company~~ and ~~Parent~~Item ~~and~~2.01 ~~provides that, in connection with the termination~~ of ~~the~~this ~~Merger~~Current ~~Agreement~~Report ~~under~~on ~~specified~~Form ~~circumstances,~~8-K ~~including~~is ~~(i) termination~~incorporated by ~~the~~reference ~~Company if the Company Board authorizes the Company prior to the Acceptance Time to enter~~ into athis ~~definitive agreement providing for a Superior Proposal or (ii)~~Item termination by Parent due to a Triggering Event (as defined in the Merger Agreement), which includes a Change in Company Board Recommendation, the Company will be required to pay a termination fee of an amount in cash equal to $33,420,0003. The Merger Agreement also provides that Parent will be required to pay a reverse termination fee of an amount in cash equal to $33,420,000 in certain circumstances relating to the failure to obtain regulatory approvals or clearances required to consummate the transactions contemplated by the Merger Agreement01.

~~The~~In ~~Company~~connection ~~Board~~with ~~has~~the ~~unanimously~~closing of the Merger, the Company (i) ~~determined~~notified ~~that~~The ~~the~~Nasdaq ~~transactions~~Global ~~contemplated~~Select byMarket (“Nasdaq”) that the Merger ~~Agreement~~was consummated and ~~the~~(ii) requested ~~CVR~~that ~~Agreement,~~Nasdaq ~~including~~(A) halt trading of and delist the ~~Tender~~Shares ~~Offer~~effective ~~and~~before the ~~Merger,~~opening ~~are~~of ~~advisable~~trading ~~and~~on ~~fair~~January 8, to2025, and in(B) file with the ~~best~~SEC ~~interests~~a ~~of,~~Form ~~the~~25 ~~Company~~Notification ~~and~~of ~~its~~Removal ~~stockholders,~~from ~~(ii) approved~~Listing ~~the~~and/or ~~execution,~~Registration ~~delivery~~to delist and ~~performance~~deregister by the ~~Company~~Shares under Section 12(b) of the ~~Merger~~Securities ~~Agreement~~Exchange ~~and~~Act of 1934, as amended (the ~~consummation~~“Exchange ofAct”). ~~transactions~~The ~~contemplated~~Company ~~thereby,~~also ~~including~~intends to file with the ~~Tender~~SEC ~~Offer~~a Certification and ~~the~~Notice ~~Merger,~~of ~~and~~Termination ~~approved~~of ~~the~~Registration ~~CVR~~on ~~Agreement~~Form ~~and~~15 under the ~~transactions~~Exchange ~~contemplated thereby~~Act, ~~(iii) resolved~~requesting ~~that~~ the ~~Merger~~termination ~~will~~of beregistration ~~effected~~of the Shares under Section ~~251~~12(hg) of the ~~DGCL,~~Exchange Act and ~~(iv) resolved~~the tosuspension ~~make~~of the Company’s ~~Board~~reporting ~~Recommendation~~obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

~~The~~Item 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, which is filed as Exhibit 23.~~1 hereto and which is incorporated herein by reference~~03. ~~The~~Material ~~Merger~~Modification ~~Agreement has been filed~~ to ~~provide~~Rights information to investors regarding its terms. The Merger Agreement is not intended to provide any other factual information about the Company, Parent or Merger Sub, their respective businesses, or the actual conduct of ~~their~~Security ~~respective businesses during the period prior to the consummation of the Tender Offer, the Merger or the other transactions contemplated therein~~Holders. The Merger Agreement and this summary should not be relied upon as disclosure about the Company, Parent or Merger Sub. None of the Company’s stockholders or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are qualified in important part by confidential disclosure schedules delivered by the Company to Parent and Merger Sub in connection with the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders or investors or may have been used for the purpose of allocating risk between the parties to the Merger Agreement instead of establishing these matters as facts. Accordingly, investors should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~CVR~~The ~~Agreement~~information contained in the Introductory Note and 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.

~~Pursuant~~Item to the Merger Agreement, at or prior to the Acceptance Time, Parent and a duly qualified rights agent mutually agreeable to Parent and the Company (the “Rights Agent”) will enter into the CVR Agreement governing the terms of the CVRs issued pursuant to the Tender Offer and the Merger5. ~~The Rights Agent will maintain an up-to-date register of the holders of CVRs (the “Holders”)~~01. ~~Holders~~ ~~shall~~Changes ~~not be permitted to transfer the CVRs (subject to certain limited exceptions as set forth~~ in ~~the~~Control ~~CVR~~of ~~Agreement)~~Registrant.

~~Each~~The ~~CVR~~information ~~represents~~contained ~~the~~in ~~right to receive~~ the ~~following~~Introductory ~~contingent~~Note ~~cash~~and ~~payments,~~Items ~~without interest~~2.01, ~~subject~~5.02 toand ~~any~~5.03 ~~applicable~~of ~~withholding~~this ~~taxes~~Current ~~(each,~~Report aon ~~“Milestone~~Form ~~Payment”),~~8-K ~~conditioned~~is ~~upon~~incorporated ~~the~~by ~~achievement~~reference ofinto ~~the~~this ~~following~~Item ~~milestone~~5.01. ~~conditions within the following specified time periods:~~

~~(i)~~As ~~$2.00~~a ~~per~~result ~~Share,~~of ~~upon~~Merger Sub’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the ~~initiation~~terms of the ~~first~~Offer, ~~pivotal~~on ~~study~~January 8, of2025, a ~~P-BCMA-ALLO1~~change ~~product~~of ~~for~~control of the ~~treatment~~Company occurred. As a result of ~~any~~the ~~indication~~consummation ~~(“Milestone~~of 1”the Merger pursuant to Section 251(h) of the DGCL at the Effective Time, ifthe ~~Milestone~~Company 1became a wholly owned subsidiary of Parent. Parent is ~~achieved~~providing onMerger orSub ~~before~~with ~~December~~the ~~31,~~necessary ~~2028~~funds (to fund the Offer and Merger from its cash on hand, as previously disclosed in “~~Milestone~~The 1Offer — ~~Outside~~Section 10 — ~~Date~~Source and Amount of Funds”) of the Offer to Purchase, which section is incorporated herein by reference.

~~(ii)~~Item $15.0002. ~~per~~Departure ~~Share, upon initiation~~ of ~~the~~Directors ~~first~~or ~~pivotal~~Certain ~~study~~Officers; Election of aDirectors; ~~P-CD19CD20-ALLO1~~Appointment ~~product or~~ of aCertain ~~P-BCMACD19-ALLO1~~Officers; ~~product~~Compensatory ~~for~~Arrangements ~~the treatment~~ of anCertain ~~autoimmune indication, including systemic lupus erythematosus or multiple sclerosis (“Milestone 2”), if Milestone 2 is achieved on or before December 31, 2034 (the “Milestone 2 Outside Date”)~~Officers.

~~(iii)~~The ~~$1.00~~information ~~per~~contained ~~Share,~~in ~~upon~~ the ~~first~~Introductory ~~commercial~~Note ~~sale~~and ofItem a2.01 ~~P-BCMA-ALLO1 product for the treatment~~ of ~~any~~this ~~indication~~Current ~~(“Milestone~~Report ~~3”),~~on ifForm ~~Milestone~~8-K 3 is ~~achieved~~incorporated onby orreference ~~before~~into ~~December~~this ~~31, 2031 (the “Milestone 3 Outside Date” and together with the Milestone 1 Outside Date and the Milestone 2 Outside Date, each, a “Milestone Outside Date”)~~Item 5.02.

~~Parent~~In ~~(directly~~accordance orwith ~~through~~the ~~its~~terms ~~affiliates)~~of isthe ~~obligated~~Merger ~~to use~~Agreement, ~~and~~effective toas ~~obligate~~of ~~its~~the ~~licensees~~Effective ~~to use~~Time, ~~certain specified commercially reasonable efforts to~~ (i) ~~initiate one pivotal study of a P-BCMA-ALLO1 product for~~ the ~~treatment~~directors of ~~any~~Merger ~~indication~~Sub ~~and~~as ~~(ii) initiate one phase II clinical trial or one pivotal study~~ of aimmediately ~~P-CD19CD20-ALLO1~~prior ~~product~~to ~~for~~ the ~~treatment~~Effective ofTime, ~~multiple~~Sean ~~sclerosis~~A. orJohnston ~~systemic~~and ~~lupus~~Roger ~~erythematosus and~~Brown, isbecame ~~obligated~~the todirectors ~~refrain~~of ~~from any conduct that is undertaken with~~ the ~~express~~Company ~~intent~~until ~~of avoiding~~ the ~~achievement~~earlier of ~~any~~their ~~milestone~~resignation ~~described~~or ~~above~~removal or ~~the~~until ~~achievement~~their ofrespective ~~any~~successors ~~milestone~~are ~~described~~duly ~~above~~designated, ~~prior~~as tothe ~~its~~case ~~applicable~~may ~~Milestone~~be, ~~Outside~~and ~~Date.~~each ~~Parent’s~~of ~~obligations~~Rafael toAmado, ~~use~~Charles ~~such~~Baum, ~~commercially~~Cynthia ~~reasonable~~Collins, ~~efforts~~Luke ~~shall~~Corning, ~~terminate~~Mark inGergen, ~~full~~Marcea ~~with~~Lloyd, ~~respect~~John toSchmid ~~the~~and ~~foregoing~~Kristin ~~clause~~Yarema ~~“(i)”,~~voluntarily onresigned ~~the~~as ~~earlier~~directors ~~to occur~~ of the ~~achievement~~Company ~~of Milestone 1 or December 31, 2028,~~ and ~~with~~from ~~respect~~all tocommittees ~~the~~of ~~foregoing clause “(ii)”, on~~ the ~~earlier~~board toof ~~occur~~directors of ~~(x)~~ the ~~initiation~~Company ofon ~~either~~which such ~~phase~~directors IIserved, ~~clinical~~and ~~trial or such pivotal study or~~ (yii) ~~December 31,~~the ~~2031.~~officers ~~Parent~~of isMerger ~~not~~Sub ~~obligated~~as toof ~~use,~~immediately ~~and~~prior ~~is not obligated~~ to ~~obligate~~the ~~its~~Effective ~~licensees~~Time tobecame ~~use such specified commercially reasonable efforts with respect to~~ the ~~achievement~~officers of ~~Milestone 3. There can be no assurance that any of Milestone 1, Milestone 2 or Milestone 3 will be achieved on or before~~ the ~~Milestone 1 Outside Date, Milestone 2 Outside Date or Milestone 3 Outside Date, respectively, or that any Milestone Payments will be made~~Company.

~~The~~Information ~~foregoing~~with ~~description~~respect ofto the ~~form~~new ofofficers ~~CVR~~and ~~Agreement~~directors isof ~~not~~the ~~complete~~Company ~~and~~ is ~~qualified~~set forth in ~~its~~Schedule I ~~entirety by reference~~ to the ~~form~~Offer ofto ~~CVR Agreement~~Purchase, a copy of which is ~~included~~attached as ~~Annex~~Exhibit (a)(1)(A) B to the ~~Merger~~Schedule TO ~~Agreement~~ filed asby ~~Exhibit 2.1~~Parent ~~to this report~~ and ~~incorporated~~Merger bySub ~~reference~~on ~~herein~~December 9, 2024.

~~Tender~~On January 7, 2024, the Company entered into a separation agreement with Mark Gergen, pursuant to which Mark Gergen resigned as an officer and ~~Support~~separated ~~Agreements~~from employment with the Company effective as of immediately following the Effective Time, and became entitled to severance benefits in accordance with his existing Amended and Restated Participation Agreement, dated as of February 1, 2022, under the Company’s Severance and Change in Control Plan, the terms of which were previously disclosed in the Current Report on Form 8-K filed with the SEC by the Company on February 1, 2022.

OnItem November 25, 2024, in connection with the execution of the Merger Agreement, certain stockholders of the Company (collectively, the “Supporting Stockholders”), in each case, in their capacity as a stockholder of the Company, entered into Tender and Support Agreements with Parent (the “Support Agreements”)5.03. ~~Under~~Amendments ~~the terms of the Support Agreements, the Supporting Stockholders have agreed, among other things,~~ to ~~tender~~Articles their Shares in the Tender Offer, vote their Shares against any action that is intended or would reasonably be expected to impede or interfere with transactions contemplated by the Merger Agreement at any annual or special meeting of ~~the~~Incorporation ~~stockholders of the Company,~~ or inBylaws; ~~connection~~Change with any action proposed to be taken by written consent of the stockholders of the Company, not to transfer any of their Shares (subject to certain exceptions), to waive and not to exercise any appraisal rights in ~~respect~~Fiscal of such Shares that may arise with respect to the Merger and not to commence or join, and to take all actions to opt out of, any class action with respect to claims against Parent, Merger Sub, the Company or their affiliates relating to the Merger Agreement or the transactions contemplated therebyYear. As of November 25, 2024, the Supporting Stockholders beneficially owned an aggregate of approximately 18.3% of the outstanding Shares. The Support Agreements will terminate upon termination of the Merger Agreement, the Effective Time and certain other specified events.

~~The~~Pursuant ~~foregoing~~to ~~description~~the terms of the ~~Support~~Merger ~~Agreements~~Agreement, isat ~~not~~the ~~complete~~Effective Time, the Company’s certificate of incorporation and isbylaws ~~qualified~~were inamended ~~its~~and ~~entirety~~restated byin ~~reference~~their toentirety in the ~~full~~forms ~~text~~filed ofas ~~the~~Exhibits ~~form~~3.1 ofand ~~Support~~3.2, ~~Agreement~~respectively, ~~which~~to isthis ~~attached~~Current ~~hereto~~Report ason ~~Exhibit~~Form ~~10.1~~8-K, and isare incorporated herein by reference.

Item 8 9.01. ~~Other~~Financial ~~Events.~~Statements and Exhibits

On November 25, 2024, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Additional Information and Where to Find It

The Tender Offer described in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of the Company, nor is it a substitute for the Tender Offer materials that Parent and Merger Sub will file with the SEC. The solicitation and the offer to buy shares of the Company Common Stock will only be made pursuant to a Tender Offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Parent and Merger Sub intend to file with the SEC. In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer.

Once filed, investors will be able to obtain the Tender Offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9 and related materials with respect to the Tender Offer and the Merger, free of charge at the website of the SEC at www.sec.gov or from the information agent named in the Tender Offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by the Company under the “Investors & Media” section of the Company’s website at www.poseida.com.

Stockholders and investors are strongly advised to read these documents when they become available, including the Solicitation/Recommendation Statement of the Company on Schedule 14D-9 and any amendments thereto, as well as any other documents relating to the Tender Offer and the Merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the Tender Offer because they contain important information, including the terms and conditions of the Tender Offer.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements either contained in or incorporated by reference into this document constitute forward-looking statements within the meaning of the federal securities laws. Any express or implied statements that do not relate to historical or current facts or matters are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the Tender Offer and the other conditions to the consummation of the subsequent Merger set forth in the Merger Agreement, and the possibility of any termination of the Merger Agreement. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of, among other things, risks associated with uncertainties as to the timing of the Tender Offer and the subsequent Merger; uncertainties as to how many of the Company’s stockholders will tender their Shares in the Tender Offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the Tender Offer or the subsequent Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Tender Offer or the subsequent Merger; the risk of legal proceedings being brought in relation to the transactions and the outcome of such proceedings; the effects of disruption from the transactions of the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners;

the possibility that the milestone payments related to the contingent value right will never be achieved and that no milestone payment may be made; the Company’s reliance on third parties for various aspects of its business; risks and uncertainties associated with development and regulatory approval of novel product candidates in the biopharmaceutical industry; risks associated with conducting clinical trials; whether any of the Company’s product candidates will be shown to be safe and effective; the Company’s ability to finance continued operations; competition in the Company’s target markets; and uncertainties pertaining to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates and changes in tax and other laws, regulations, rates and policies. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the Company’s reports on Forms 10-K, 10-Q and 8-K and in other public filings the Company makes with the SEC from time to time. The reader is cautioned not to unduly rely on these forward-looking statements. The forward-looking statements included in this communication are made only as of the date hereof, and the Company expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
2.1*		Agreement and Plan of Merger, dated as of November 25, 2024, by and among Poseida Therapeutics, Inc., Roche Holdings, Inc. and Blue Giant Acquisition, Corp. (incorporated by reference to Exhibit 2.1 to Poseida Therapeutics, Inc.’s Current Report on Form 8-K (No. 001-39376), filed with the Securities and Exchange Commission on November 26, 2024).
10.1		Form of Tender and Support Agreement.
3.1		Amended and Restated Certificate of Incorporation of Poseida Therapeutics, Inc.
99.1		Press Release of Poseida Therapeutics, Inc., dated November 25, 2024.
3.2		Amended and Restated Bylaws of Poseida Therapeutics, Inc.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Poseida Therapeutics, Inc.
Date: November 26, 2024	By:	/s/ Harry J. Leonhardt, Esq.
Date: January 8, 2025	By:	/s/ Harry J. Leonhardt, Esq.
	Name:	Harry J. Leonhardt, Esq.
	Title:	General Counsel, Chief Compliance Officer & Corporate Secretary

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