Bicara Therapeutics Announces Pricing of $150 Million Public Offering of Common Stock and Pre-Funded Warrants

Rhea-AI Summary

Bicara Therapeutics (Nasdaq: BCAX) priced an underwritten public offering of 7,175,000 common shares at $16.00 per share and 2,200,000 pre-funded warrants at $15.9999 each, for gross proceeds of approximately $150 million. Closing is expected on or about February 26, 2026.

The company granted a 30-day underwriter option for 1,406,250 additional shares. Net proceeds will fund regulatory and commercial preparation for ficerafusp alfa, development in 1L R/M HPV-negative HNSCC, manufacturing, indication expansion signal-finding, and general corporate purposes.

Positive

• Offering sized for ~ $150 million gross proceeds
• Priced at $16.00 per common share
• Includes 2.2M pre-funded warrants to allow investor participation
• 30-day option for 1,406,250 additional shares

Negative

• Issuance of 7,175,000 shares plus options and warrants may dilute shareholders
• Undetermined net proceeds after underwriting discounts and expenses

Key Figures

Shares offered: 7,175,000 shares Offer price: $16.00 per share Pre-funded warrants: 2,200,000 warrants +5 more

8 metrics

Shares offered 7,175,000 shares Common stock in February 2026 underwritten public offering

Offer price $16.00 per share Public offering price for common stock

Pre-funded warrants 2,200,000 warrants Pre-funded warrants in lieu of common stock for certain investors

Pre-funded price $15.9999 per warrant Public offering price for each pre-funded warrant

Exercise price $0.0001 per share Exercise price of each pre-funded warrant

Gross proceeds $150 million Expected gross proceeds before fees and expenses

Underwriters’ option 1,406,250 shares 30-day option to purchase additional common shares

Cash balance $414.8 million Cash, cash equivalents and investments as of December 31, 2025 (424B5)

Market Reality Check

Price: $16.24 Vol: Volume 212,915 vs 20-day ...

low vol

$16.24 Last Close

Volume Volume 212,915 vs 20-day average 387,201 (about 0.55x typical activity ahead of the offering pricing). low

Technical Trading at 16.24, above 200-day MA of 14.02 and -17.61% vs 52-week high of 19.71.

Peers on Argus

BCAX was down 0.98% pre‑offering while peers showed mixed moves: TYRA -0.21%, AN...

1 Down

BCAX was down 0.98% pre‑offering while peers showed mixed moves: TYRA -0.21%, ANAB +0.91%, PVLA +6.56%, RIGL +1.50%, TERN +1.39%, indicating stock‑specific dynamics rather than a sector‑wide move.

Common Catalyst Another biotech peer, Palvella Therapeutics (PVLA), also announced a public offering, suggesting multiple capital raises in the space but with company‑specific reactions.

Historical Context

5 past events · Latest: Feb 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 23	Investor conferences	Positive	+5.9%	Announced participation in multiple March 2026 investor conferences and webcasts.
Feb 19	Clinical data update	Positive	+6.4%	Reported strong Phase 1b ficerafusp alfa data with high ORR and CR rates.
Feb 05	Inducement grants	Positive	-7.8%	Granted stock options to new employees under 2026 Inducement Plan.
Jan 12	Dose selection/outlook	Positive	-2.9%	Selected Phase 3 dose for FORTIFI‑HN01 and outlined 2026 development milestones.
Dec 15	Conference presentation	Positive	-0.7%	Announced CEO presentation at J.P. Morgan 2026 Healthcare Conference.

Pattern Detected

BCAX has often sold off after corporate/strategic updates despite generally positive clinical and corporate news flow.

Recent Company History

Over the last few months, BCAX has reported several clinically and strategically positive updates. Phase 1b data for ficerafusp alfa showed a 48% confirmed ORR and 26% CR rate on Feb 19, 2026, with the stock rising 6.42%. Conference participation and outlook updates around Jan 12, 2026 and Feb 23, 2026 produced mixed reactions, including moves of +5.94% and -2.9%. An inducement grant announcement on Feb 5, 2026 coincided with a -7.76% move. Today’s financing taps into that clinical momentum while adding dilution risk.

Regulatory & Risk Context

Active S-3 Shelf · 150000000 dollars

Shelf Active

Active S-3 Shelf Registration 2025-10-03

150000000 dollars registered capacity

BCAX has an active Form S-3 shelf filed on 2025-10-03 and expiring on 2028-10-03, with recent usage via 424B5 filings on 2025-11-26 and 2026-02-24. The current $150M offering is being executed off this shelf, adding primary equity and pre‑funded warrant issuance funded directly by the company.

Market Pulse Summary

This announcement details a $150M underwritten offering of common stock and pre‑funded warrants, all...

Analysis

This announcement details a $150M underwritten offering of common stock and pre‑funded warrants, all sold by the company under an effective Form S-3 shelf registration. Proceeds are earmarked for ficerafusp alfa’s regulatory filing, commercial launch preparation, dosing‑schedule development, manufacturing, and broader indication work. In context of recent positive data showing a 48% ORR and 26% CR rate, investors may track how efficiently this added capital translates into pivotal trial progress, regulatory milestones, and eventual commercialization steps.

Key Terms

pre-funded warrants, underwritten public offering, shelf registration statement, form s-3, +4 more

8 terms

pre-funded warrants financial

"in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase 2,200,000"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

underwritten public offering financial

"announced the pricing of an underwritten public offering of 7,175,000 shares of its common stock"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shelf registration statement regulatory

"pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-290707)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"effective “shelf” registration statement on Form S-3 (File No. 333-290707) that was filed"

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.

prospectus supplement regulatory

"only by means of a prospectus supplement and an accompanying prospectus that form a part"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"accompanying prospectus that form a part of the registration statement. A preliminary prospectus"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

securities and exchange commission regulatory

"that was filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2025"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

public offering price financial

"common stock at a public offering price of $16.00 per share and, in lieu of common stock"

The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.

AI-generated analysis. Not financial advice.

BOSTON, Feb. 24, 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 the pricing of an underwritten public offering of 7,175,000 shares of its common stock at a public offering price of $16.00 per share and, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase 2,200,000 shares of common stock at a public offering price of $15.9999 per pre-funded warrant, which represents the per share public offering price for the common stock less the $0.0001 per share exercise price for each pre-funded warrant. The gross proceeds to Bicara from the offering, before deducting underwriting discounts and commissions and offering expenses payable by Bicara, are expected to be approximately $150 million, excluding any exercise of the underwriters’ option to purchase additional shares and excluding the exercise of any pre-funded warrants. All shares and pre-funded warrants in the offering are being sold by Bicara. The offering is expected to close on or about February 26, 2026, subject to the satisfaction of customary closing conditions. In addition, Bicara has granted the underwriters a 30-day option to purchase up to 1,406,250 additional shares of its common stock at the public offering price, less the underwriting discounts and commissions.

Bicara intends to use the net proceeds of the offering to further invest in and build its medical and commercial infrastructure to support a planned regulatory filing and commercial launch for ficerafusp alfa, if approved, in the U.S.; to further accelerate the development of ficerafusp alfa in 1L R/M HPV-negative HNSCC, including a less frequent dosing schedule; to fund manufacturing costs for ficerafusp alfa for ongoing and anticipated drug development efforts; to fund early signal-finding to support future indication expansion for ficerafusp alfa; and for other general corporate purposes.

Morgan Stanley, TD Cowen, BofA Securities, Cantor and Stifel are acting as joint book-running managers for the offering.

The securities described above will be offered by Bicara pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-290707) that was filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2025 and declared effective on November 26, 2025. The securities may be offered only by means of a prospectus supplement and an accompanying prospectus that form a part of the registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the proposed offering will be filed with the SEC. Electronic copies of the preliminary prospectus supplement and, when available, copies of the final prospectus supplement, and the accompanying prospectus relating to the offering may be obtained by visiting the SEC’s website at www.sec.gov or by contacting Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email at dg.prospectus_requests@bofa.com; Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 E. 59^th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com; or Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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.

Forward-Looking Statements
Litigation Reform Act of 1995, as amended. These statements may be identified by words such as “may,” “might,” “will,” “could,” “would,” “should,” “plan,” “anticipate,” “intend,” “believe,” “expect,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target” and similar words or expressions, or the negative thereof, are intended to identify forward-looking statements, although not all contain identifying words. Any statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements include, without limitation, the completion of the underwritten public offering, the potential exercise by the underwriters of the option to purchase additional shares, the anticipated proceeds and use of such proceeds from the offering, and timing of the closing of the offering. Any forward-looking statements in this press release are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to uncertainties inherent in the development of product candidates, including the conduct of research activities and the conduct of clinical trials; uncertainties as to the availability and timing of results and data from clinical trials; whether results from prior preclinical studies, preliminary or interim data from earlier stage clinical trials will be predictive of the results of subsequent preclinical studies and clinical trials; regulatory developments in the United States and foreign countries; whether Bicara’s cash resources will be sufficient to fund its foreseeable and unforeseeable operating expenses and capital expenditure requirements; as well as the risks and uncertainties identified in Bicara’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and any subsequent filings Bicara makes with the SEC. In addition, any forward-looking statements represent Bicara’s views only as of today and should not be relied upon as representing its views as of any subsequent date. Bicara explicitly disclaims any obligation to update any forward-looking statements. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Contacts:

Investors
Jenna Cohen
IR@bicara.com

Media
Amanda Lazaro
1AB
Amanda@1abmedia.com

FAQ

What did Bicara Therapeutics (BCAX) announce about the February 2026 offering?

Bicara priced an offering of 7,175,000 shares at $16.00 and 2.2M pre-funded warrants at $15.9999. According to the company, gross proceeds are expected to be approximately $150 million, with closing on or about Feb 26, 2026.

How will Bicara (BCAX) use the net proceeds from the $150 million offering?

The company will fund regulatory and commercial preparation for ficerafusp alfa and development in 1L R/M HPV-negative HNSCC. According to Bicara, proceeds also target manufacturing, indication expansion signal-finding, and general corporate purposes.

What is the impact of the pre-funded warrants in Bicara's (BCAX) offering?

Pre-funded warrants allow certain investors to purchase 2,200,000 shares with a nominal exercise price, reducing cash barriers. According to Bicara, they convert to common stock upon exercise and affect potential share count and dilution.

Does Bicara (BCAX) grant underwriters an option related to the offering?

Yes — the company granted a 30-day option to purchase up to 1,406,250 additional shares. According to Bicara, this overallotment option is standard to cover over-allotments and could increase gross proceeds.

When will Bicara's (BCAX) offering close and where is the shelf registration filed?

The offering is expected to close on or about February 26, 2026. According to Bicara, the securities are offered under an effective Form S-3 registration statement declared effective November 26, 2025.