BICARA THERAPEUTICS INC. owners Red Tree GP, LLC; Red Tree Venture Fund, L.P.; and Heath Lukatch filed an amendment to a Schedule 13G/A reporting beneficial ownership of 3,170,509 shares of common stock as of March 31, 2026. The filing reports this equals 4.8% of the class based on 65,467,187 shares outstanding as of March 24, 2026. The filing states Red Tree Fund I holds the shares directly, Red Tree GP I is the general partner, and Lukatch, as managing director, possesses shared voting and dispositive power over those shares.
Positive
None.
Negative
None.
Insights
Schedule 13G/A updates a passive/beneficial ownership disclosure for a sub‑5% holder.
The amendment documents that Red Tree Fund I holds 3,170,509 shares representing 4.8% of common stock as of the filing dates, and clarifies voting and dispositive authority flows through Red Tree GP I and Heath Lukatch.
Because the stake is below 5% and the filing is an ownership disclosure, its direct market impact is limited; subsequent changes in ownership or amendments would be the items to watch in later filings.
Key Figures
Shares beneficially owned:3,170,509 sharesPercent of class:4.8%Shares outstanding used:65,467,187 shares
3 metrics
Shares beneficially owned3,170,509 sharesBeneficial ownership as of March 31, 2026
Percent of class4.8%Percent based on 65,467,187 shares outstanding as of March 24, 2026
Shares outstanding used65,467,187 sharesOutstanding common stock as of March 24, 2026 (source: Form 10-K)
"Row 9 of each Reporting Person's cover page to this /A sets forth the aggregate number"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 3,170,509.00"
Schedule 13G/Aregulatory
"filed an amendment to a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
What does the Schedule 13G/A filed by BCAX disclose?
It reports beneficial ownership of 3,170,509 shares by Red Tree entities and Heath Lukatch. The filing states this was 4.8% of outstanding common stock based on 65,467,187 shares outstanding as of March 24, 2026 and ownership is reported as of March 31, 2026.
Who holds voting and disposition power over the BCAX shares?
Red Tree GP, LLC and Heath Lukatch are reported to possess power to direct voting and disposition of the shares held by Red Tree Fund I. The filing states Red Tree Fund I holds the shares directly and Red Tree GP I is its general partner.
Does this Schedule 13G/A indicate an acquisition or sale of BCAX stock?
No transaction is described in this amendment; it is an ownership disclosure. The filing reports existing beneficial ownership as of March 31, 2026 and does not state purchase or sale activity within the excerpt provided.
Why is the percentage ownership reported as 4.8% for BCAX?
The percentage is calculated using 65,467,187 shares outstanding reported in the company’s Form 10-K as of March 24, 2026. The filing states the 3,170,509 shares represent 4.8% of that outstanding total.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BICARA THERAPEUTICS INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
055477103
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
055477103
1
Names of Reporting Persons
Red Tree GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,170,509.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,170,509.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,170,509.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
055477103
1
Names of Reporting Persons
Red Tree Venture Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,170,509.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,170,509.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,170,509.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
055477103
1
Names of Reporting Persons
Heath Lukatch
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,170,509.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,170,509.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,170,509.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BICARA THERAPEUTICS INC.
(b)
Address of issuer's principal executive offices:
116 Huntington Avenue, Suite 703, Boston, MA, 02116.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Red Tree GP, LLC (Red Tree GP I")
Red Tree Venture Fund, L.P. ("Red Tree Fud I")
Heath Lukatch, PhD ("Lukatch")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
2055 Woodside Road, Suite 270
Redwood City, CA 94061
(c)
Citizenship:
Red Tree GP I Delaware
Red Tree Fund I Delaware
Lukatch United States
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
055477103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of 3,170,509 shares of common stock held directly by Red Tree Fund I.
Red Tree GP I is the general partner of Red Tree Fund I and Lukatch is the managing director of Red Tree GP I. Each of Red Tree GP I and Lukatch possesses power to direct the voting and disposition of the securities held by Red Tree Fund I.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon 65,467,187 shares of the Issuer's common stock outstanding as of March 24, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Red Tree GP, LLC
Signature:
/s/ Heath Lukatch, PhD
Name/Title:
By Heath Lukatch, PhD, Managing Director
Date:
05/08/2026
Red Tree Venture Fund, L.P.
Signature:
/s/ Heath Lukatch, PhD
Name/Title:
By Red Tree GP, LLC, its General Partner, By Heath Lukatch, PhD, Managing Director
Date:
05/08/2026
Heath Lukatch
Signature:
/s/ Heath Lukatch, PhD
Name/Title:
Heath Lukatch, PhD
Date:
05/08/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to the Reporting Persons' Schedule 13G filed with the SEC on September 26, 2024).
