Bicara Therapeutics Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Bicara Therapeutics (Nasdaq: BCAX) commenced an underwritten public offering of $150.0 million of common stock on February 24, 2026, with a 30‑day underwriter option to purchase up to an additional $22.5 million.

Proceeds are intended to fund the U.S. regulatory filing and potential commercial launch of ficerafusp alfa, accelerate development in 1L R/M HPV‑negative HNSCC, cover manufacturing costs, support indication expansion work, and for general corporate purposes. The offering is subject to market conditions and will be made from an effective Form S‑3 shelf registration.

Positive

• Underwritten offering sized at $150.0 million
• Underwriter option for an additional $22.5 million
• Proceeds designated to support ficerafusp alfa U.S. filing and launch

Negative

• Potential shareholder dilution from issuance of new common stock
• Completion uncertain due to market and other conditions

Key Figures

Base offering size: $150,000,000 Underwriters’ option: $22,500,000 Option period: 30 days +4 more

7 metrics

Base offering size $150,000,000 Underwritten public offering of common stock

Underwriters’ option $22,500,000 30-day option to purchase additional shares

Option period 30 days Underwriters’ additional purchase option window

Form type Form S-3 Shelf registration statement for the offering

File number 333-290707 SEC registration statement file reference

Shelf filing date October 3, 2025 Date Form S-3 was filed with SEC

Shelf effective date November 26, 2025 Date Form S-3 was declared effective

Market Reality Check

Price: $16.40 Vol: Volume 611,329 vs 20-day ...

high vol

$16.40 Last Close

Volume Volume 611,329 vs 20-day average 404,532 (relative volume 1.51x) before this offering news. high

Technical Trading above 200-day MA of 13.99 with pre-news price at 16.40, closer to the 19.71 52-week high than the 7.80 low.

Peers on Argus

BCAX gained 5.94% pre-offering while peers were mixed: TYRA +5.71%, PVLA +3.11%,...

1 Down

BCAX gained 5.94% pre-offering while peers were mixed: TYRA +5.71%, PVLA +3.11%, TERN +4.42%, ANAB +0.18%, and RIGL -3.00%. Momentum scanner only flagged DAWN moving down, reinforcing a stock-specific setup.

Historical Context

5 past events · Latest: Feb 23 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 23	Investor conferences	Neutral	+5.9%	Planned participation in multiple investor conferences with webcast access.
Feb 19	Clinical data update	Positive	+6.4%	Phase 1b ficerafusp alfa data with strong ORR and CR rates.
Feb 05	Inducement option grants	Neutral	-7.8%	Stock option inducement awards to new employees under plan.
Jan 12	Dose selection/outlook	Positive	-2.9%	Selected Phase 3 dose and laid out 2026 clinical milestones.
Dec 15	Conference presentation	Neutral	-0.7%	Announcement of J.P. Morgan healthcare conference presentation.

Pattern Detected

Positive clinical and conference news often aligned with gains, while administrative or grant-related items sometimes coincided with declines.

Recent Company History

Over recent months, Bicara highlighted multiple catalysts around ficerafusp alfa and corporate visibility. A Jan 12 update set the Phase 3 dose and outlined interim analysis timing, while Feb 19 Phase 1b data showed strong response metrics. Conference participation and investor events in Feb–Mar 2026 coincided with gains of 5.94% and 6.42%, whereas stock option and conference announcements at times saw modest to sharp pullbacks. The current equity offering follows this run of clinical and investor-relations milestones.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-10-03

BCAX is utilizing an effective Form S-3 shelf registration (filed Oct 3, 2025, effective Nov 26, 2025) to conduct this underwritten common stock offering and optional additional allotment, enabling relatively rapid issuance of registered securities.

Market Pulse Summary

This announcement details an underwritten common stock offering of $150,000,000, with a 30-day optio...

Analysis

This announcement details an underwritten common stock offering of $150,000,000, with a 30-day option for an additional $22,500,000, issued under an effective Form S-3 shelf registration. Proceeds are earmarked for regulatory filing preparation, potential U.S. launch, continued development, and manufacturing of ficerafusp alfa, plus general purposes. In context of recent positive Phase 1b data and Phase 3 planning, investors may track execution of the capital raise and subsequent progress on pivotal trials and commercialization steps.

Key Terms

underwritten public offering, prospectus supplement, shelf registration statement, form s-3, +1 more

5 terms

underwritten public offering financial

"it has commenced an underwritten public offering of $150 million"

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.

prospectus supplement regulatory

"only by means of a prospectus supplement and an accompanying prospectus"

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.

shelf registration statement regulatory

"pursuant to an effective “shelf” registration statement on Form S-3"

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

"registration statement on Form S-3 (File No. 333-290707)"

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.

registration statement regulatory

"form a part of the registration statement"

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.

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 that it has commenced an underwritten public offering of $150 million of shares of its common stock. Bicara intends to grant the underwriters a 30-day option to purchase up to an additional $22,500,000 of shares of common stock offered in the public offering, at the public offering price, less underwriting discounts and commissions. All of the shares of common stock to be sold in the proposed offering will be sold by Bicara. Morgan Stanley, TD Cowen, BofA Securities, Cantor and Stifel are acting as joint book-running managers for the offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the proposed offering may be completed or as to the actual size or terms of the proposed offering.

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.

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. 59th 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
This press release contains forward-looking statements within the meaning of the Private Securities 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 proposed underwritten public offering, including the size, timing and structure of the proposed offering, the expectation to grant the underwriters an option to purchase additional shares, the completion of the proposed offering on the anticipated terms, and the anticipated use of proceeds from the proposed 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

How large is Bicara Therapeutics' February 24, 2026 public offering (BCAX)?

The offering is for $150.0 million of common stock, with a 30‑day option for $22.5 million additional shares. According to the company, all shares in the proposed offering will be sold by Bicara and are subject to market conditions.

What will BCAX use the net proceeds from the offering for?

Proceeds will fund the planned U.S. regulatory filing and potential commercial launch of ficerafusp alfa. According to the company, funds will also accelerate 1L R/M HPV‑negative HNSCC development, cover manufacturing, support indication expansion, and general corporate purposes.

Who are the lead managers for the BCAX common stock offering?

Morgan Stanley, TD Cowen, BofA Securities, Cantor and Stifel are joint book‑running managers for the offering. According to the company, these firms will coordinate the underwritten public offering and distribution process.

Is the Bicara (BCAX) offering guaranteed to close and when might it complete?

No, the offering is not guaranteed and is subject to market and other conditions. According to the company, there can be no assurance if or when the proposed offering will be completed or as to its final size or terms.

Under what registration is Bicara offering the BCAX shares and where is the prospectus filed?

The securities will be offered under an effective Form S‑3 shelf registration (File No. 333‑290707). According to the company, a preliminary prospectus supplement and accompanying prospectus will be filed with the SEC and made available electronically.