| Item 1.01. |
Entry into a Material Definitive Agreement. |
On February 24, 2026, Bicara Therapeutics Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, TD Securities (USA) LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of (i) 7,175,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), to the Underwriters at a price to the public of $16.00 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,200,000 shares of Common Stock (such shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), to the Underwriters at a public offering price of $15.9999 per Pre-Funded Warrant (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 1,406,250 shares of its Common Stock (the “Optional Shares”, and together with the Firm Shares and the Pre-Funded Warrant Shares, the “Shares”) at the public offering price, less underwriting discounts and commissions. The underwriters exercised such option in full on February 25, 2026. The Offering closed on February 26, 2026. All the Shares and Pre-Funded Warrants in the Offering were sold by the Company.
The Company estimates that the net proceeds of this offering, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $161.8 million. The Company intends to use the net proceeds from the offering to further invest in and build the Company’s 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 first-line human papillomavirus-negative recurrent/metastatic head and neck squamous cell carcinoma, 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.
Each Pre-Funded Warrant will be exercisable for one share of Common Stock at an exercise price of $0.0001 per share, or alternatively, at the election of each holder, shares of Common Stock will be issued through a cashless exercise, with the net number of shares of Common Stock determined according to the formula set forth in each Pre-Funded Warrant. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrants if immediately after exercise, the holder (together with its affiliates), would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise (the “Ownership Limit”). Upon at least 61 days’ prior notice from the holder to the Company, the holder may increase or decrease the Ownership Limit to any other percentage (not in excess of 19.99%).
The Company does not intend to list the Pre-Funded Warrants on the Nasdaq Global Market, any other national securities exchange or any other nationally recognized trading system. The foregoing summary of the Pre-Funded Warrant is qualified in its entirety by reference to the form of Pre-Funded Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K (the “Report”) and incorporated herein by reference.
The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-290707) that was initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 3, 2025, and declared effective by the SEC on November 26, 2025, a free-writing prospectus dated February 24, 2026 and a related final prospectus supplement dated February 24, 2026.
The Underwriting Agreement is filed as Exhibit 1.1 to this the Report and is incorporated herein by reference, and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Goodwin Procter LLP, relating to the validity of the Shares in connection with the Offering, is filed as Exhibit 5.1 to this Report.
