Biomea Fusion Announces Proposed Public Offering of Securities

Rhea-AI Summary

Biomea Fusion (Nasdaq: BMEA) announced on Oct 6, 2025 that it has commenced an underwritten public offering of its common stock and accompanying warrants, with pre-funded warrants offered to certain investors in lieu of common stock. The company said it will grant underwriters a 30-day option to purchase up to an additional 15% of the shares and/or warrants as overallotment. All securities in the proposed offering are to be sold by Biomea and the offering is subject to market and other conditions, with no assurance it will be completed on specific terms or timing.

The offering is being managed by Jefferies and will be made under an effective Form S-3 registration (filed Aug 5, 2025; declared effective Aug 15, 2025); a preliminary prospectus supplement will be filed with the SEC when available.

Positive

• Commenced underwritten public offering of common stock and warrants
• Underwriters granted a 30-day option for up to 15% overallotment
• Offering filed under an effective Form S-3 declared effective Aug 15, 2025
• Jefferies acting as sole book-running manager

Negative

• All offered securities to be sold by Biomea, which may dilute existing shareholders
• Proposed offering is subject to market and other conditions with no assurance of completion

Insights

Equity Capital Markets Analyst

Offering launched to raise capital via common stock, pre-funded warrants and warrants; terms and size TBD.

Biomea Fusion has commenced an underwritten offering of common stock, pre-funded warrants and accompanying common stock warrants with a 30-day option for up to 15% additional shares, to be sold by the company to raise capital.

The business mechanism is straightforward: the company issues equity-linked securities to obtain cash from public investors, with Jefferies as sole book-running manager and securities to be sold under an effective Form S-3 shelf. This structure provides flexibility to accept pre-funded warrants for certain investors to avoid voting or ownership limits.

Key dependencies and risks include market and other conditions determining if and when the offering completes and the final size and terms disclosed in a forthcoming preliminary prospectus supplement. The issuance will dilute existing shareholders to the extent shares are sold and warrants are exercised; the press release does not state the target gross proceeds or use of proceeds, leaving capital needs and dilution impact unspecified.

Watch for the preliminary prospectus supplement filings on Oct. 06, 2025 and the underwriter exercise window and final offering size within the next 30 days; those documents will disclose price, number of shares, use of proceeds and dilution metrics that determine investor and market reaction over the short term.

SAN CARLOS, Calif., Oct. 06, 2025 (GLOBE NEWSWIRE) -- Biomea Fusion, Inc. (“Biomea”) (Nasdaq: BMEA), a clinical-stage diabetes and obesity company, announced today that it has commenced an underwritten public offering of shares of its common stock and accompanying warrants to purchase shares of its common stock (or pre-funded warrants in lieu thereof) and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock and accompanying warrants to purchase shares of its common stock (or pre-funded warrants in lieu thereof). In addition, Biomea intends to grant the underwriters a 30-day option to purchase up to an additional fifteen percent (15%) of the shares of common stock and/or warrants to purchase shares of common stock in the proposed offering. All of the shares, pre-funded warrants and accompanying common stock warrants to be sold in the proposed offering are to be sold by Biomea.

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.

Jefferies is acting as sole book running manager for the proposed offering.

The shares of common stock, pre-funded warrants, common stock warrants and shares of common stock issuable upon the exercise of the pre-funded warrants and common stock warrants are being offered by Biomea pursuant to an effective shelf registration statement on Form S-3 (File No. 333-289262), filed with the U.S. Securities and Exchange Commission (“SEC”) on August 5, 2025 and declared effective on August 15, 2025. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed offering will be filed with the SEC and may also be obtained, when available, from: Jefferies LLC by mail at Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com or by accessing the SEC’s website at www.sec.gov.

This press release shall 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 registration or qualification under the securities laws of any such state or jurisdiction.

About Biomea Fusion  

Biomea Fusion is a clinical-stage diabetes and obesity medicines company focused on the development of its oral small molecule therapies, icovamenib and BMF-650, for diabetes and obesity. These programs target metabolic disorders, a global health challenge affecting nearly half of Americans and one-fifth of the world’s population. Biomea’s mission is to deliver transformative treatments that restore health for patients living with diabetes, obesity, and related conditions. We aim to cure.

Forward-Looking Statements 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding Biomea’s beliefs and expectations regarding the proposed offering; uncertainties related to market conditions and statements regarding timing, size and expected proceeds of the proposed offering, and Biomea’s research, development and regulatory plans, the progress of ongoing and upcoming clinical trials and the timing of such events. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Any forward-looking statements in this press release are based on management’s current expectations and beliefs of future events and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, uncertainties related to completion of the proposed public offering on the anticipated terms, or at all, market conditions and statements regarding the timing, size and expected gross proceeds of the proposed offering, the grant to the underwriters of the option to purchase additional shares and Biomea’s ability to complete the proposed offering. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in Biomea’s most recent annual report on Form 10-K filed on March 31, 2025 and subsequent quarterly reports on Form 10-Q filed with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in Biomea’s other filings with the SEC, including those contained or incorporated by reference in the preliminary prospectus supplement and accompanying prospectus related to the proposed offering to be filed with the SEC. Any forward-looking statements contained in this press release represent Biomea’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Biomea explicitly disclaims any obligation to update any forward-looking statements, except as required by law.

Contact: 

Meichiel Jennifer Weiss
Sr. Director, Investor Relations and Corporate Development
IR@biomeafusion.com

FAQ

What is Biomea Fusion (BMEA) offering in the Oct 6, 2025 announcement?

Biomea announced an underwritten public offering of common stock and accompanying warrants, with pre-funded warrants offered to certain investors.

How large is the underwriters' overallotment for the Biomea (BMEA) offering?

The company intends to grant a 30-day option to underwriters to purchase up to an additional 15% of the shares and/or warrants as overallotment.

Who is the book-running manager for Biomea Fusion's (BMEA) offering?

Jefferies is acting as the sole book-running manager for the proposed offering.

Will the Biomea Fusion (BMEA) offering definitely proceed as announced?

No; the press release states the offering is subject to market and other conditions and may not be completed or may change in size or terms.

Under what registration is Biomea Fusion (BMEA) offering the securities?

The securities are being offered pursuant to an effective Form S-3 registration, filed Aug 5, 2025 and declared effective Aug 15, 2025.

Where can investors obtain the Biomea (BMEA) preliminary prospectus supplement?

The preliminary prospectus supplement will be filed with the SEC and may be obtained from Jefferies or via the SEC website at www.sec.gov when available.