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

Rhea-AI Filing Summary

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.

Positive

• $37.1 million in estimated net proceeds strengthens liquidity and can rise to $42.7 million if the overallotment option is exercised.
• Immediate funding reduces financing risk for ongoing clinical programs.
• Warrants, if exercised at $2.50, provide an additional capital source without further underwriting expenses.

Negative

• Issuance of 19.45 million new shares plus 20 million warrants represents significant potential dilution.
• Accompanying warrants have an 18-month life and low strike price, creating near-term stock overhang.
• Greenshoe option could add another 3 million shares and warrants, amplifying dilution.

Insights

Equity Capital Markets Specialist

TL;DR: $37.1M cash boost offsets sizeable near-term dilution; warrants create 18-month overhang.

The amended underwriting agreement adds 19.45 million primary shares at $2.00—a material ~20-25% share-count expansion (exact percentage depends on shares outstanding, not disclosed here). Combined with 20 million warrants and a 3 million share greenshoe, potential fully-diluted issuance exceeds 42 million shares, creating meaningful dilution pressure. However, the raise immediately adds $37.1 million in net cash, extending runway and de-risking funding of pipeline programs. Warrant strike of $2.50 provides additional upside financing if exercised, albeit with an 18-month shadow. Ownership caps (4.5%–14.99%) mitigate change-of-control concerns. On balance, the transaction is capital-positive but valuation-dilutive, leading to a neutral overall impact.

Biotech Portfolio Manager

TL;DR: Financing strengthens balance sheet; sizeable dilution tempers enthusiasm—net neutral.

Biomea secures up to $42.7 million, a meaningful addition given typical Phase I/II trial burn rates. Immediate exercisability of pre-funded and common warrants suggests investors required significant optionality, hinting at current market risk appetite. The low $0.0001 strike on pre-funded warrants effectively treats them as common shares, while the $2.50 strike on accompanying warrants caps upside for existing holders unless clinical catalysts lift the share price. The 18-month expiry concentrates potential selling pressure into a relatively short window. Capital receipt versus share dilution yields a balanced risk-reward, so I classify the filing as impactful but neutral (rating 0).

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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 amended and restated underwriting agreement (the “Amended 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”). Pursuant to the Amended Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an aggregate of an additional 3,000,000 shares of Common Stock and/or warrants to purchase 3,000,000 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 Shares 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 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 and accompanying Common Stock Warrant less the $0.0001 exercise price of each Pre-Funded Warrant. The offering closed on June 20, 2025.

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 4.5%, 4.99%, 9.99% or 14.99%, 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 with respect to all 3,000,000 shares of Common Stock and warrants to purchase 3,000,000 shares of Common Stock at the public offering price.

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 Amended 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 Amended 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 Amended Underwriting Agreement, does not purport to be a complete statement of the rights and obligations of the parties under the Amended Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Amended 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

1.1		Amended and Restated 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.
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 20, 2025				By:		/s/ Michael J.M. Hitchcock
						Michael J.M. Hitchcock
						Interim Chief Executive Officer

FAQ

How many shares is Biomea Fusion (BMEA) issuing in the June 2025 offering?

The company issued 19,450,000 common shares, with an option for underwriters to buy up to an additional 3,000,000 shares.

What are the pricing terms for BMEA's new equity units?

Each common share plus warrant unit was priced at $2.00; each pre-funded warrant plus warrant unit at $1.9999.

How much cash does Biomea Fusion expect to raise from the transaction?

Net proceeds are estimated at $37.1 million, potentially rising to $42.7 million if the overallotment option is exercised.

What are the exercise prices and expirations of the newly issued warrants?

Pre-funded warrants have a $0.0001 exercise price with no expiration; common-stock warrants have a $2.50 exercise price and expire 18 months after issuance.

Do the warrants include any ownership caps?

Yes. A holder cannot exercise warrants if doing so would push beneficial ownership above 4.5%, 4.99%, 9.99% or 14.99%, unless modified after 61 days’ notice.