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

Rhea-AI Filing Summary

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.

Positive

• Approximately $37.1 million in net proceeds (up to $42.7 million if option exercised) enhances liquidity without incurring debt.
• Immediate access to capital via a shelf-registered takedown, reducing execution risk and time to close.

Negative

• Issuance of 19.45 M shares plus 20 M warrants materially increases potential share count, creating dilution.
• Low warrant strike price ($2.50) and 18-month term may exert downward pressure on share price until expiration.

Insights

Equity Capital Markets Specialist

TL;DR: $37 M cash bolsters liquidity, but 20 M new shares + 20 M warrants create meaningful dilution and short-term price overhang.

The deal increases BMEA’s cash by roughly $37.1 million (up to $42.7 million with full option), improving funding flexibility for clinical programs. Pricing at $2.00—just 20% below warrant strike—signals limited investor risk appetite and places ceiling pressure on the stock until warrants clear. Immediate exercisability and an 18-month life concentrate dilution risk in the near term. Beneficial-ownership caps mitigate a potential change-of-control scenario but do not reduce aggregate dilution. Overall impact is balanced: liquidity positive, dilution negative.

Biotechnology Sector Analyst

TL;DR: Financing secures near-term trial funding; dilution manageable if proceeds accelerate value-creating clinical data.

Biomea requires capital to advance its covalent menin inhibitor pipeline. Raising $37 M extends runway without debt. The shelf takedown leverages existing registration, avoiding additional SEC delay. However, 40 M potential new shares (assuming full warrant exercise) could substantially enlarge the float. The 18-month expiry suggests management expects inflection points within that window. Absence of stated use-of-proceeds details limits visibility, but cash infusion is vital in biotech. From a pipeline perspective the raise is constructive; valuation impact hinges on subsequent data milestones.

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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): June 17, 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.)

900 Middlefield Road, 4th Floor Redwood City, CA		94063
(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 June 17, 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) 19,450,000 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 550,000 shares of Common Stock (the “Pre-Funded Warrants”) and (iii) accompanying warrants to purchase an aggregate of up to 20,000,000 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 3,000,000 shares of common stock and/or warrants 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 $2.00, and each Pre-Funded Warrant was offered and sold together with an accompanying Common Stock Warrant at a combined offering price of $1.9999, 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. The offering is expected to close on June 20, 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 $37.1 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, or $42.7 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. 333-267884) (the “Registration Statement”), as filed with the U.S. Securities and Exchange Commission (“SEC”) on October 14, 2022 and declared effective on October 24, 2022. A prospectus supplement relating to the Offering has been filed with the SEC dated June 17, 2025 and a final prospectus supplement dated June 17, 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 June 17, 2025, the Company issued a press release announcing the Offering and on June 17, 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 June 17, 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 June 17, 2025.
99.2		Press Release issued by the Company on June 17, 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: June 18, 2025				By:		/s/ Michael J.M. Hitchcock
						Michael J.M. Hitchcock
						Interim Chief Executive Officer

FAQ

How much capital will Biomea Fusion (BMEA) raise from the June 2025 offering?

The company expects net proceeds of about $37.1 million, or $42.7 million if underwriters exercise the full option.

What securities are included in BMEA’s June 2025 financing?

The deal consists of 19.45 M common shares, 550 K pre-funded warrants, and 20 M common-stock warrants priced at $2.00 per unit.

When do the new BMEA warrants expire and at what price?

Each common-stock warrant is exercisable immediately at $2.50 per share and expires 18 months after issuance.

What ownership limitations are attached to the BMEA warrants?

A holder cannot exceed 4.99 % or 9.99 % beneficial ownership (holder’s choice) unless increased up to 19.99 % with 61 days’ notice.

Under which SEC registration statement was the BMEA offering conducted?

The securities were issued under Form S-3 shelf registration No. 333-267884, declared effective on 24 October 2022.