Bain Capital Life Sciences (RPID) adds large Rapid Micro warrant position
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Rapid Micro Biosystems disclosed that Bain Capital Life Sciences–affiliated entity BCLS I Investco, LP bought a package of warrants in an underwritten public offering. BCLS I Investco acquired a Pre-Funded Warrant, an accompanying Series A Warrant, and an accompanying Series B Warrant, each giving the right to purchase 1,463,000 shares of Class A Common Stock. The combined unit price for each pre-funded warrant plus Series A and Series B Warrants was $1.945. The pre-funded warrant has a $0.01 exercise price and does not expire, while the Series A and Series B Warrants have exercise prices of $1.955 and $2.34, respectively, and stated future exercise periods. All three warrants are subject to a 9.99% beneficial ownership limit. The Bain Capital Life Sciences entities also report indirect ownership of 8,434,560 shares of Class A Common Stock following the transaction.
Positive
- None.
Negative
- None.
Insights
Bain Capital Life Sciences added warrant exposure to Rapid Micro via an underwritten offering.
Affiliates of Bain Capital Life Sciences, through BCLS I Investco, purchased a unit consisting of a pre-funded warrant, a Series A Warrant, and a Series B Warrant, each for 1,463,000 shares of Class A Common Stock. The unit price was $1.945, with exercise prices of $0.01, $1.955, and $2.34 for the respective warrants.
These are derivative positions rather than immediate share purchases, and all are constrained by a 9.99% beneficial ownership cap after exercise. The filing also shows 8,434,560 Class A shares already held indirectly by related Bain Capital Life Sciences entities, indicating a sizable pre-existing stake whose precise proportion of the company is not detailed here.
The warrants provide optionality on future equity exposure, with stated exercise and expiration dates extending to 2027 and 2031 for the Series A and Series B Warrants, while the pre-funded warrant does not expire. How much of this derivative capacity is ultimately exercised will appear in subsequent company filings if and when conversions occur.
Insider Trade Summary
4 transactions reported
Net Buy
4 txns
Insider
Bain Capital Life Sciences Investors, LLC, Bain Capital Life Sciences Partners, LP, Bain Capital Life Sciences Fund, L.P., BCIP Life Sciences Associates, LP
Role
null | null | null | null
Bought
4,389,000 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Pre-Funded Warrant (right to buy) | 1,463,000 | $0.00 | -- |
| Purchase | Series A Warrant (right to buy) | 1,463,000 | $0.00 | -- |
| Purchase | Series B Warrant (right to buy) | 1,463,000 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrant (right to buy) — 1,463,000 shares (Indirect, See footnotes);
Series A Warrant (right to buy) — 1,463,000 shares (Indirect, See footnotes);
Series B Warrant (right to buy) — 1,463,000 shares (Indirect, See footnotes);
Class A Common Stock — 8,434,560 shares (Indirect, See footnotes)
Footnotes (1)
- On May 20, 2026, BCLS I Investco, LP ("BCLS I Investco") purchased, in an underwritten public offering, a Pre-Funded Warrant to purchase 1,463,000 shares of the Issuer's Class A Common Stock, as well as an accompanying Series A Warrant to purchase 1,463,000 shares of the Issuer's Class A Common Stock (or pre-funded warrants in lieu thereof) and an accompanying Series B Warrant to purchase 1,463,000 shares of the Issuer's Class A Common Stock (or pre-funded warrants in lieu thereof). The purchase price of each pre-funded warrant and accompanying Series A Warrant and Series B Warrant was $1.945. The Pre-Funded Warrant, Series A Warrant and Series B Warrant cannot be exercised for shares of the Issuer's Class A Common Stock if, as a result of such exercise, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated for purposes of Section 13(d) of the Act, would beneficially own more than 9.99% of the total number of shares of the Issuer's Class A Common Stock then outstanding immediately following such exercise. The Pre-Funded Warrant does not expire. Represents 7,651,369 shares of the Issuer's Class A Common Stock held directly by Bain Capital Life Sciences Fund, L.P. ("BCLS Fund I") and 783,191 shares of the Issuer's Class A Common Stock held directly by BCIP Life Sciences Associates, LP ("BCIPLS," and together with BCLS Fund I and BCLS I Investco, the "Bain Capital Life Sciences Entities"). Bain Capital Life Sciences Partners, LP ("BCLSP") is the general partner of BCLS Fund I. As a result, BCLSP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund I. BCLSP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Bain Capital Life Sciences Investors, LLC ("BCLSI") is the general partner of each of BCLSP and BCLS I Investco and governs the investment strategy and decision-making process with respect to investments held by BCIPLS. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities. BCLSI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Key Figures
Pre-Funded Warrant underlying shares: 1,463,000 shares
Series A Warrant underlying shares: 1,463,000 shares
Series B Warrant underlying shares: 1,463,000 shares
+5 more
8 metrics
Pre-Funded Warrant underlying shares
1,463,000 shares
Right to buy Class A Common Stock via Pre-Funded Warrant
Series A Warrant underlying shares
1,463,000 shares
Right to buy Class A Common Stock via Series A Warrant
Series B Warrant underlying shares
1,463,000 shares
Right to buy Class A Common Stock via Series B Warrant
Unit purchase price
$1.945
Price for each pre-funded warrant plus Series A and B Warrants
Pre-Funded Warrant exercise price
$0.01
Exercise price for Pre-Funded Warrant
Series A Warrant exercise price
$1.955
Exercise price for Series A Warrant
Series B Warrant exercise price
$2.34
Exercise price for Series B Warrant
Existing Class A shares held
8,434,560 shares
Common stock held by Bain Capital Life Sciences Fund and BCIPLS
Key Terms
Pre-Funded Warrant, Series A Warrant, Series B Warrant, underwritten public offering, +1 more
5 terms
Pre-Funded Warrant financial
"purchased, in an underwritten public offering, a Pre-Funded Warrant to purchase 1,463,000 shares"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Series A Warrant financial
"an accompanying Series A Warrant to purchase 1,463,000 shares of the Issuer's Class A Common Stock"
A Series A warrant is a contract issued alongside a company’s early funding round that gives the holder the right to buy a set number of shares later at a fixed price. Think of it like a coupon that lets an investor purchase stock at today’s agreed price even if the company’s value rises; it can boost potential upside for the warrant holder and create dilution for existing shareholders, so investors watch them when assessing ownership and future share value.
Series B Warrant financial
"an accompanying Series B Warrant to purchase 1,463,000 shares of the Issuer's Class A Common Stock"
A Series B warrant is a tradable right issued alongside a Series B funding round that lets its holder buy a specified number of company shares at a fixed price for a set period. It matters to investors because exercising the warrant increases the total shares outstanding (dilution) and can be a cheap way to gain ownership if the company’s value rises — think of it like a coupon to buy stock later at today’s price.
underwritten public offering financial
"BCLS I Investco, LP purchased, in an underwritten public offering, a Pre-Funded Warrant"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
beneficially own more than 9.99% financial
"would beneficially own more than 9.99% of the total number of shares"
FAQ
What did Bain Capital Life Sciences entities do in the latest Rapid Micro Biosystems (RPID) Form 4?
Affiliates of Bain Capital Life Sciences bought a unit of warrants giving rights to purchase 1,463,000 Rapid Micro Biosystems Class A shares per series at set exercise prices, through an underwritten public offering.
What prices apply to the new Rapid Micro Biosystems (RPID) warrants held by Bain Capital affiliates?
The combined purchase price for each pre-funded warrant plus Series A and Series B Warrants was $1.945, with exercise prices of $0.01 for the pre-funded warrant, $1.955 for the Series A Warrant, and $2.34 for the Series B Warrant.
Is there an ownership cap on the Rapid Micro Biosystems (RPID) warrants acquired by Bain Capital entities?
Yes. The Pre-Funded, Series A, and Series B Warrants cannot be exercised if doing so would cause the holder and its affiliates to beneficially own more than 9.99% of Rapid Micro Biosystems’ outstanding Class A shares after exercise.
Do the new Pre-Funded Warrants in Rapid Micro Biosystems (RPID) ever expire?
The filing states that the Pre-Funded Warrant purchased by the Bain Capital Life Sciences affiliate does not expire, unlike the Series A and Series B Warrants, which have specified future expiration dates.