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Bicara Therapeutics Announces Inducement Grants under Nasdaq Listing Rule 5635(c)(4)

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Bicara Therapeutics (Nasdaq: BCAX) announced on February 5, 2026 that it granted inducement awards under its 2026 Inducement Plan to two new employees.

The company granted non-qualified stock options to purchase 158,900 shares at an exercise price of $16.76 per share (closing price on February 2, 2026). Awards vest 25% after one year then quarterly over three years and were approved by the compensation committee under Nasdaq Listing Rule 5635(c)(4).

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Key Figures

Inducement options: 158,900 shares Option exercise price: $16.76 per share CEO option grant: 450,000 options at $16.76 +5 more
8 metrics
Inducement options 158,900 shares Non-qualified stock options granted to two new employees on Feb 2, 2026
Option exercise price $16.76 per share Exercise price for inducement grants, equal to Feb 2, 2026 Nasdaq close
CEO option grant 450,000 options at $16.76 Grant to CEO Claire Mazumdar on Feb 2, 2026 under Form 4
President/COO option grant 300,000 options at $16.76 Grant to President and COO Ryan Cohlhepp on Feb 2, 2026
CFO option grant 125,000 options at $16.76 Grant to CFO Hyep Ivan on Feb 2, 2026
2-year overall survival 46% HPV-negative HNSCC population disclosed in Form S-3 shelf prospectus
Default U.S. withholding 30% Withholding rate for certain non-U.S. holders in shelf tax disclosure
Vesting schedule Sixteen quarterly installments Vesting structure for multiple executive stock option grants

Market Reality Check

Price: $15.10 Vol: Volume 366,200 is at 0.85...
normal vol
$15.10 Last Close
Volume Volume 366,200 is at 0.85x the 20-day average of 430,907 shares. normal
Technical BCAX at $16.37 is trading above its 200-day MA of $13.96 and 16.95% below its 52-week high of $19.71.

Peers on Argus

BCAX fell 3.76% while key biotech peers showed mixed moves: TYRA -1.94%, ANAB -4...

BCAX fell 3.76% while key biotech peers showed mixed moves: TYRA -1.94%, ANAB -4.96%, RIGL -2.56%, TERN -5.5%, and PVLA +2.41%. With no peers in the momentum scanner and no same-day peer headlines, the move appears more company-specific than part of a coordinated sector rotation.

Historical Context

5 past events · Latest: Jan 12 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Jan 12 Phase 3 planning Positive -2.9% Selected 1500 mg weekly Phase 3 dose and outlined 2026–2027 development milestones.
Dec 15 Conference presentation Neutral -0.7% Announced CEO presentation at J.P. Morgan 2026 Healthcare Conference with webcast access.
Dec 01 Phase 1b data Positive -6.6% Reported 57% ORR and 83% disease control rate in Phase 1b HPV-negative HNSCC cohort.
Nov 10 Earnings and update Positive -4.8% Q3 2025 update with Breakthrough Therapy Designation and cash runway into H1 2029.
Oct 13 BTD granted Positive +4.1% FDA granted Breakthrough Therapy Designation for ficerafusp alfa plus pembrolizumab.
Pattern Detected

Recent history shows BCAX often trading lower after clinically or strategically positive announcements, with several negative reactions following favorable trial and designation updates.

Recent Company History

Over the past few months, BCAX has delivered multiple positive clinical and strategic updates yet frequently saw shares trade lower afterward. A Breakthrough Therapy Designation on Oct 13, 2025 was followed by a 4.11% gain, but strong Phase 1b data on Dec 1, 2025 and a detailed corporate outlook and Phase 3 dose decision on Jan 12, 2026 preceded declines of 6.63% and 2.9%, respectively. Today’s routine inducement grant fits into a backdrop where even constructive news has not consistently driven sustained upside.

Regulatory & Risk Context

Active S-3 Shelf
Shelf Active
Active S-3 Shelf Registration 2025-10-03

BCAX has an active Form S-3 shelf registration filed on October 3, 2025. The shelf is currently noted as not effective in the context data, with one recorded usage via a 424B5 filing on 2025-11-26. The filing incorporates prior SEC reports and includes extensive clinical and tax disclosures relevant to future securities offerings.

Market Pulse Summary

This announcement details inducement stock option grants covering 158,900 shares at an exercise pric...
Analysis

This announcement details inducement stock option grants covering 158,900 shares at an exercise price of $16.76, aligned with Nasdaq’s Listing Rule 5635(c)(4). It adds to a series of recent governance and compensation disclosures, including multiple executive option awards vesting over sixteen quarterly installments. In the broader context, BCAX maintains an active Form S-3 shelf and has reported encouraging clinical metrics such as a 46% 2-year overall survival rate in HPV-negative HNSCC.

Key Terms

non-qualified stock options, Nasdaq Listing Rule 5635(c)(4), inducement plan, Form S-3, +4 more
8 terms
non-qualified stock options financial
"The employees received, in the aggregate, non-qualified stock options to purchase 158,900 shares"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
Nasdaq Listing Rule 5635(c)(4) regulatory
"as a material inducement to the employees entering into employment with Bicara in accordance with Nasdaq Listing Rule 5635(c)(4)."
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
inducement plan financial
"under Bicara’s 2026 Inducement Plan as a material inducement to employment."
An inducement plan is a program a company creates to encourage employees or new hires to stay or join by offering special benefits or rewards. It’s like a company giving extra bonuses or perks to persuade someone to choose their job over others, helping the company attract and keep talented workers.
Form S-3 regulatory
"has filed a registration statement on Form S-3 establishing a shelf for securities"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
Form 10-K regulatory
"incorporates by reference prior SEC filings including its Form 10-K and amendments."
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
Breakthrough Therapy Designation regulatory
"The FDA granted Breakthrough Therapy Designation for ficerafusp alfa plus pembrolizumab"
A breakthrough therapy designation is a regulatory fast-track given to a drug or treatment that shows early signs of providing a major improvement over existing options for a serious condition. Think of it as a VIP lane that can speed up development and more intensive guidance from regulators, which matters to investors because it can shorten time to market, reduce development risk and potentially increase a company’s value — though it does not guarantee approval.
PD-L1 combined positive score medical
"HPV-negative HNSCC population with a PD-L1 combined positive score ≥1"
A PD‑L1 Combined Positive Score (CPS) is a lab score that measures how much of a specific immune‑related protein (PD‑L1) is present on both cancer cells and nearby immune cells in a tissue sample; it’s expressed as a single number that helps predict which patients are more likely to respond to certain immune‑checkpoint drugs. For investors, CPS matters because it determines the size of the eligible patient population, can influence drug approval and labeling, and affects commercial prospects for therapies that rely on PD‑L1 testing.
Rule 10b5-1 trading plan regulatory
"The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on February 12, 2025"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

AI-generated analysis. Not financial advice.

BOSTON, Feb. 05, 2026 (GLOBE NEWSWIRE) -- Bicara Therapeutics Inc. (Nasdaq: BCAX), a clinical-stage biopharmaceutical company committed to bringing transformative bifunctional therapies to patients with solid tumors, today announced it awarded inducement grants on February 2, 2026 to two new employees under Bicara’s 2026 Inducement Plan as a material inducement to employment.

The employees received, in the aggregate, non-qualified stock options to purchase 158,900 shares of Bicara’s common stock, par value $0.0001 per share, with an exercise price of $16.76 per share, equal to the closing price of Bicara’s common stock as reported by Nasdaq on February 2, 2026. One-fourth of the options vest on the first anniversary of the employee’s applicable start date, with the remaining options vesting in 12 equal quarterly installments thereafter, subject to the employee’s continued service with the company through each applicable vesting date.

All of the above-described awards were granted outside of Bicara’s stockholder-approved equity incentive plans and are pursuant to Bicara’s 2026 Inducement Plan, which was adopted by Bicara’s board of directors in January 2026. The awards were approved by the compensation committee of Bicara’s board of directors, which is comprised solely of independent directors, as a material inducement to the employees entering into employment with Bicara in accordance with Nasdaq Listing Rule 5635(c)(4).

About Bicara Therapeutics
Bicara Therapeutics is a clinical-stage biopharmaceutical company committed to bringing transformative bifunctional therapies to patients with solid tumors. Bicara’s lead program, ficerafusp alfa, is a first-in-class bifunctional antibody designed to drive tumor penetration by breaking barriers in the tumor microenvironment that have challenged the treatment of multiple solid tumor cancers. Specifically, ficerafusp alfa combines two clinically validated targets: an epidermal growth factor receptor (EGFR) directed monoclonal antibody with a domain that binds to human transforming growth factor beta (TGF-β). Through this targeted mechanism, ficerafusp alfa reverses the fibrotic and immune-excluded tumor microenvironment driven by TGF-β signaling to enable tumor penetration that drives deep and durable responses. Ficerafusp alfa is being developed in head and neck squamous cell carcinoma, where there remains a significant unmet need, as well as other solid tumor types. For more information, please visit www.bicara.com or follow us on LinkedIn and X.

Contacts
Investors:
Jenna Cohen
IR@bicara.com

Media:
Amanda Lazaro
1AB
Amanda@1abmedia.com


FAQ

What did Bicara Therapeutics (BCAX) announce on February 5, 2026 about inducement grants?

Bicara announced inducement stock-option awards totaling 158,900 shares to two new hires under its 2026 Inducement Plan. According to the company, the options carry a $16.76 exercise price and vest 25% after one year then quarterly thereafter, approved per Nasdaq Rule 5635(c)(4).

How many shares and what exercise price were included in BCAX inducement grants on February 2, 2026?

The inducement grants cover 158,900 shares with a $16.76 per-share exercise price. According to the company, the exercise price equals Bicara's Nasdaq closing price on February 2, 2026 and the awards were granted outside existing shareholder-approved plans.

What is the vesting schedule for the Bicara (BCAX) inducement stock options granted February 2, 2026?

Options vest 25% on the first anniversary of each employee's start date, then vest in 12 equal quarterly installments. According to the company, vesting is subject to continued service through each applicable vesting date under the 2026 Inducement Plan.

Were the BCAX awards approved by independent directors and compliant with Nasdaq rules?

Yes. The awards were approved by the compensation committee composed solely of independent directors and granted as a material inducement. According to the company, the grants comply with Nasdaq Listing Rule 5635(c)(4) and Bicara's board-adopted 2026 Inducement Plan.

Did Bicara grant the inducement options under an existing equity plan or a new plan (BCAX)?

The awards were granted outside Bicara's stockholder-approved equity incentive plans under a 2026 Inducement Plan adopted in January 2026. According to the company, the inducement plan was adopted by the board and used to issue these material inducement awards.

What immediate shareholder impact does the BCAX inducement grant disclose?

The filing discloses the aggregate option count, exercise price, and vesting but does not state total dilution impact. According to the company, 158,900 non-qualified options were granted at $16.76 without specifying outstanding share count or dilution percentage.
Bicara Therapeutics

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