Biomea Fusion, Inc. SEC Filings

Biomea Fusion, Inc. (Nasdaq: BMEA) filed an 8-K disclosing that on June 17, 2025 it executed an Amended and Restated Underwriting Agreement with Jefferies LLC to conduct an underwritten equity offering. The transaction consists of (i) 19,450,000 newly issued common shares, (ii) 550,000 pre-funded warrants (exercise price $0.0001) issued in lieu of common shares to certain investors, and (iii) 20,000,000 accompanying common-stock warrants. The company also granted the underwriters a 30-day option to purchase up to an additional 3,000,000 common shares and/or warrants.

Pricing & Structure: Each common share plus warrant unit was priced at $2.00; each pre-funded warrant plus warrant unit at $1.9999, reflecting the $0.0001 exercise price embedded in the pre-funded warrant. The accompanying common-stock warrants carry an initial exercise price of $2.50 per share, are immediately exercisable, and expire 18 months after issuance. Both warrant classes include standard ownership caps (4.5%–14.99%) and “fundamental transaction” protections that allow holders to receive equivalent consideration or Black-Scholes cash value upon a change-of-control event.

Proceeds: Management estimates net proceeds of approximately $37.1 million after underwriting discounts, commissions and expenses. If the 3.0 million overallotment option is fully exercised, net proceeds would rise to approximately $42.7 million. Securities were issued off the company’s effective Form S-3 shelf (File No. 333-267884) and are covered by prospectus supplements dated June 17, 2025.

Key Takeaways for Investors:

• The raise increases liquidity by up to $42.7 million but introduces immediate dilution via 19.45 million new shares and potential dilution from up to 20 million warrant shares plus a 3 million share allotment option.
• Warrant terms—low $2.50 strike and 18-month tenor—suggest near-term overhang yet may facilitate rapid capital inflow if the stock trades above the strike.
• Standard indemnification, covenants and limitation of warrant exercises above preset beneficial-ownership thresholds are included.

Biomea Fusion, Inc. (NASDAQ: BMEA) filed an 8-K on 17 June 2025 disclosing a materially dilutive capital raise. The company entered into an Underwriting Agreement with Jefferies LLC covering an underwritten public offering of (i) 19,450,000 shares of common stock, (ii) 550,000 pre-funded warrants (each equivalent to one share at a $0.0001 exercise price) and (iii) 20,000,000 accompanying common-stock purchase warrants.

Pricing & structure: • Each share+accompanying warrant unit priced at $2.00. • Each pre-funded warrant+accompanying warrant unit priced at $1.9999 (reflecting the $0.0001 exercise price). • Each accompanying warrant is exercisable immediately at $2.50 and expires 18 months after issuance. • Underwriters have a 30-day option to purchase up to an additional 3,000,000 shares and/or warrants at the same terms.

Proceeds: The company expects net proceeds of approximately $37.1 million after underwriting discounts and expenses, rising to about $42.7 million if the option is fully exercised. Securities were offered under the shelf registration statement (File No. 333-267884) declared effective 24 Oct 2022; a final prospectus supplement was filed the same day.

Key warrant terms & limitations: • Beneficial ownership limits of 4.99% or 9.99% (holder-selectable) to avoid triggering excess ownership. • Cap can be raised up to 19.99% with 61-days’ notice. • Upon a “fundamental transaction,” warrant holders are entitled to consideration equal to the Black–Scholes value of the unexercised portion.

Use of proceeds is not specified in the filing; however, management highlighted the capital raise in separate press releases (Exhibits 99.1, 99.2). The transaction is expected to close on 20 June 2025, subject to customary conditions.

Overall, the offering strengthens liquidity but introduces potential dilution and warrant overhang, issues that investors must weigh against the improved cash runway.

Biomea Fusion, Inc. (BMEA) is conducting a public offering under its shelf registration to raise capital through a combination of common stock, pre-funded warrants and short-dated common stock warrants.

The company will issue 19,450,000 shares of common stock at $2.00 per share and, for certain investors, 550,000 pre-funded warrants priced at $1.9999 each (exercise price $0.0001). Each share or pre-funded warrant is sold together with an accompanying warrant exercisable for one share of common stock at $2.50. In total, up to 20,000,000 new shares could be issued upon warrant exercise, creating substantial potential dilution.

Gross proceeds are expected to total $40.0 million. After underwriting discounts and commissions of $2.4 million, BMEA anticipates approximately $37.6 million in net proceeds before expenses. Jefferies is sole book-runner and holds a 30-day option to purchase up to 3,000,000 additional shares and/or warrants on the same terms, which could boost gross proceeds by up to $6 million.

The warrants are immediately exercisable and expire 18 months from issuance. No public market will exist for either the pre-funded warrants or the common stock warrants, and BMEA does not plan to list them. Settlement is expected on 20 June 2025. The offer price represents a 24% discount to the last reported Nasdaq close of $2.63 on 16 June 2025.

Proceeds will count against the company’s existing $350 million universal shelf, of which $172.5 million has been used previously. Investors should review the “Risk Factors” section (page S-6) for detailed dilution, market and execution risks.