Biomea Fusion, Inc. SEC Filings

Biomea Fusion, Inc. (BMEA) is offering common shares together with accompanying common stock warrants or pre-funded warrants at a combined public offering price of $2.05 per unit, with total proceeds of approximately $24.999M without option exercise and up to $28.75M if the underwriters’ option is fully exercised. Each common stock warrant has an initial exercise price of $2.50, is exercisable immediately and expires three years after issuance. Pre-funded warrants have an exercise price of $0.0001 and are exercisable on a cashless basis subject to ownership limitations (default thresholds of 4.99 or 9.99, expandable to 19.99 with notice).

Proceeds are intended to fund the Phase IIb development of Icovamenib in type 2 diabetes and clinical development of the oral GLP-1 receptor agonist candidate BMF-650, plus general corporate purposes. The prospectus notes limited liquidity for the warrants (no listing expected) and lock-up agreements restricting certain insiders for 60 days. Tax and transfer mechanics for non-U.S. holders and exercise limitations are described; holders have no stockholder rights until exercise.

Biomea Fusion, Inc. (BMEA) is offering shares of common stock together with accompanying common stock warrants (and pre-funded warrants in lieu thereof) as described in this prospectus supplement. The offering is included within up to $300.0 million of shares that may be sold under the accompanying prospectus. Each common stock warrant will be exercisable immediately, has an initial exercise price subject to adjustment, and will expire three years from issuance. The company intends to use net proceeds, together with existing cash, to fund the Phase IIb development of Icovamenib in type 2 diabetes and clinical development of its oral GLP-1 receptor agonist candidate, BMF-650, for obesity and diabetes, plus general corporate purposes. The prospectus notes that the warrants (including pre-funded warrants) are not expected to be listed, limiting liquidity, and that exercise of pre-funded warrants is typically cashless (exercise price $0.0001). The document highlights potential dilution from future equity issuances, lock-up agreements with possible early releases, and U.S. and non-U.S. tax and withholding considerations for holders.

Biomea Fusion, Inc. reporting persons disclosed their beneficial ownership of the company’s common stock. The filing shows that Rainer M. Erdtmann beneficially owns an aggregate of 2,975,224 shares, representing approximately 5.2% of the outstanding class on the basis reported. That total includes 482,404 shares issuable upon exercise of options exercisable within 60 days plus directly held shares and shares held in trusts and for family members.

Related entities Point Sur Investors, LLC and Point Sur Investors Fund I, L.P. directly hold 252,320 and 228,470 shares, respectively (a combined 480,790 shares), over which Mr. Erdtmann has shared voting and dispositive power as the managing member and general partner.

Michael J.M. Hitchcock, who serves as Interim CEO and a director of Biomea Fusion, Inc. (BMEA), was granted a stock option giving him the right to purchase 916,434 shares of common stock at an exercise price of $1.53 per share. The option vests in 16 substantially equal quarterly installments beginning after August 8, 2025 and will be fully vested on August 8, 2029, subject to continued service. The option expires on August 10, 2035 and is reported as directly beneficially owned.

This filing records an executive equity award with a multiyear vesting schedule and a single stated exercise price; the form does not disclose total outstanding shares, prior holdings for this reporting person, or cashless-exercise provisions, so the potential dilution or relative size of the grant cannot be determined from this document alone.

Rainer M. Erdtmann, a director and officer of Biomea Fusion (BMEA), reported multiple late-January 2025 stock transfers and a large option award. On 01/28/2025 he disposed of 40,000 shares and on 01/31/2025 recorded three additional disposals of 10,000 each alongside three indirect acquisitions of 10,000 shares attributed to his children, leaving 643,027 shares held directly following those transactions.

The filing discloses indirect holdings held in Trust 1 (174,614), Trust 2 (1,134,989), Point Sur Investors Fund I, LP (228,470) and Point Sur Investors, LLC (252,320). It also reports a grant of 1,246,989 stock options on 08/11/2025 with a $1.53 exercise price, vesting in 16 quarterly installments beginning 08/08/2025 and fully vesting 08/08/2029, expiring 08/10/2035.

Blue Owl Capital Holdings LP reports beneficial ownership of 3,800,000 shares of Biomea Fusion common stock, representing 6.13% of the outstanding class. The position is composed of 1,300,000 directly held shares and 2,500,000 shares issuable upon exercise of warrants. The filing states the percentage was calculated using the issuer's reported outstanding share count plus the warrants. The reporting person discloses shared voting and shared dispositive power over the reported shares and confirms the securities are held in the ordinary course of business and not to influence control.