[8-K] Biomea Fusion, Inc. Reports Material Event

Rhea-AI Filing Summary

Biomea Fusion, Inc. filed an Form 8-K reporting several exhibits tied to a securities offering and related legal opinions. The filing lists an Underwriting Agreement dated October 6, 2025 naming Jefferies LLC as representative, forms for a Pre-Funded Warrant and a Common Stock Warrant, and an opinion and consent from Goodwin Procter LLP (consent included in Exhibit 5.1). The company also attached two press releases dated October 6, 2025 and October 7, 2025 and an interactive XBRL cover page. The filing is signed by the company on October 7, 2025.

Positive

• Underwriting Agreement dated October 6, 2025 with Jefferies LLC
• Legal opinion and consent from Goodwin Procter LLP included
• Press releases issued on October 6, 2025 and October 7, 2025

Negative

• None.

Insights

Corporate Finance Analyst

TL;DR: The exhibits indicate a securities offering process with an underwriter in place.

The presence of an Underwriting Agreement dated October 6, 2025 with Jefferies LLC and forms for pre-funded and common stock warrants shows steps consistent with an equity-related capital raise. This typically signals near-term financing activity that can affect share count and liquidity.

Key dependencies include final pricing, size, and use of proceeds, none of which are disclosed in the listed exhibits. Monitor subsequent filings for offering terms and impact on outstanding shares within days to weeks.

Securities & Corporate Counsel

TL;DR: Legal documentation and counsel consent are included to support the offering's legality.

The filing lists an opinion and consent from Goodwin Procter LLP (consent in Exhibit 5.1), which is standard for underwritten offerings to confirm legal matters for the issuer. Included press releases dated October 6, 2025 and October 7, 2025 likely communicate the transaction to the market.

Absent are the substantive legal opinions' contents and any detailed risk disclosures; review the full opinion and underwriting terms when available to assess regulatory and disclosure risks over the next several days.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2025

Biomea Fusion, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40335		82-2520134
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1599 Industrial Road San Carlos, CA		94070
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 980-9099

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		BMEA		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 6, 2025, Biomea Fusion, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, as representative of the several underwriters named therein (the “Underwriters”) relating to an underwritten offering (the “Offering”) of (i) 11,195,121 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), (ii) in lieu of Common Stock to certain investors, pre-funded warrants to purchase an aggregate of up to 1,000,000 shares of Common Stock (the “Pre-Funded Warrants”) and (iii) accompanying warrants to purchase an aggregate of up to 12,195,121 shares of Common Stock (or pre-funded warrants in lieu thereof) (the “Common Stock Warrants,” and together with the “Pre-Funded Warrants,” the “Warrants”, and the Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”). The Company also granted the underwriters a 30-day option to purchase up to an additional 1,829,268 shares of common stock and/or warrants to purchase 1,829,268 shares of common stock at the public offering price, less underwriting discounts and commissions. All of the Shares and the Warrants in the Offering were sold by the Company. The Common Stock and Pre-Funded Warrants were sold in combination with an accompanying Common Stock Warrant to purchase one share of Common Stock (or a pre-funded warrant in lieu thereof) for each share of Common Stock or Pre-Funded Warrant sold. Each Share was offered and sold together with an accompanying Common Stock Warrant at a combined offering price of $2.05, and each Pre-Funded Warrant was offered and sold together with an accompanying Common Stock Warrant at a combined offering price of $2.0499, which is equal to the combined offering price per share of Common Stock and accompanying Common Stock Warrant less the $0.0001 exercise price of each Pre-Funded Warrant. On October 7, 2025, the Underwriters partially exercised their option to purchase warrants to purchase 1,829,268 shares of common stock (the “Option Warrants”). The Offering, including the sale of the Option Warrants, is expected to close on October 8, 2025, subject to customary closing conditions.

Each Pre-Funded Warrant has an initial exercise price per share of $0.0001, subject to certain adjustments. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each Common Stock Warrant has an initial exercise price per share of $2.50, subject to certain adjustments. The Common Stock Warrants are immediately exercisable from the date of issuance and will expire eighteen months from the date of issuance.

Under the Warrants, the Company may not effect the exercise of any Warrant, and a holder will not be entitled to exercise any portion of any Warrant (i) if immediately prior to the exercise, holder (together with its affiliates), beneficially own an aggregate number of shares of Common Stock greater than 4.99% or 9.99%, as applicable (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company without taking into account any Warrant Shares, or (ii) to the extent that immediately following the exercise, the holder (together with its affiliates) would beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of such shares of Common Stock, which such percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon 61 days’ notice to the Company.

The Common Stock Warrants include certain rights upon “fundamental transactions” as described in the Common Stock Warrants, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Common Stock in such fundamental transaction in the amount of the Black Scholes Value (as described in such Common Stock Warrants) of the unexercised portion of the applicable Common Stock Warrants on the date of the consummation of such fundamental transaction.

The Company estimates that the net proceeds from the Offering will be approximately $23.05 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, or $26.5 million, if the underwriters exercise their option in full.

The Shares and the Warrants were issued pursuant to a shelf registration statement on Form S-3 (File No. 333-289262) (the “Registration Statement”), as filed with the U.S. Securities and Exchange Commission (“SEC”) on August 5, 2025 and declared effective on August 15, 2025, and a related prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement filed with the SEC on October 6, 2025 and a final prospectus supplement dated October 6, 2025.

The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The foregoing is only a brief description of the terms of the form of Warrants, does not purport to be a complete statement of the rights and obligations of the parties thereto and the transactions contemplated thereby, and is qualified in its entirety by reference to the form of Pre-Funded Warrant and form of Common Stock Warrant that are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

A copy of the legal opinion of Goodwin Procter LLP relating to the issuance and sale of the Shares and the Warrants in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 8.01. Other Events.

On October 6, 2025, the Company issued a press release announcing the Offering and on October 7, 2025, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, and are each incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

1.1		Underwriting Agreement, dated as of October 6, 2025, by and between the Company and Jefferies LLC, as representative of the several underwriters named therein.
4.1		Form of Pre-Funded Warrant.
4.2		Form of Common Stock Warrant.
5.1		Opinion of Goodwin Procter LLP
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
99.1		Press Release issued by the Company on October 6, 2025.
99.2		Press Release issued by the Company on October 7, 2025.
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				BIOMEA FUSION, INC.
Date: October 7, 2025				By:		/s/ Michael J.M. Hitchcock
						Michael J.M. Hitchcock
						Interim Chief Executive Officer

FAQ

What did Biomea Fusion (BMEA) file in the 8-K?

The 8-K lists an Underwriting Agreement dated October 6, 2025, forms of a Pre-Funded Warrant and a Common Stock Warrant, an opinion and consent from Goodwin Procter LLP, two press releases (dated October 6 and October 7, 2025), and an interactive XBRL cover page.

Does the filing state the size or price of the offering for BMEA?

No. The listed exhibits include the underwriting agreement and warrant forms but the filing does not disclose offering size, price, or number of securities.

Who is the underwriter named in the 8-K for BMEA?

The filing names Jefferies LLC as the representative underwriter in the Underwriting Agreement dated October 6, 2025.

Are there legal opinions included in the 8-K for BMEA?

Yes. The filing includes an Opinion of Goodwin Procter LLP and a Consent of Goodwin Procter LLP (the consent is included in Exhibit 5.1).

When was the 8-K signed by Biomea Fusion?

The filing is signed by the company on October 7, 2025.