BirchBioMed Inc.
Filed Direct listingProposed symbol BRBM on Nasdaq Global Market · First filed Aug 12, 2026 · CIK 1670747
Effective prospectus: S-1/A Oct 9, 2026 (0001493152-26-046585) · terms available
“This prospectus relates to the registration of the resale of up to 30,788,757 common shares, no par value per share (our “common shares”), consisting of (i) 29,832,185 outstanding common shares held by certain of our shareholders (“Shareholders”), and (ii) (a) 17,605 shares issuable to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville” and collectively with our Shareholders identified in this prospectus, the “Registered Shareholders”), and (b) 938,967 shares underlying warrants issuable to Streeterville, as more fully described in the section Management’s Discussion and Analysis of Financial Condition and Results of Operations—Company Overview—Recent Developments” below, in connection with our direct listing (the “Direct Listing”), on the Nasdaq Global Market (“Nasdaq”).”
What the company does
No publishable business summary is available from the effective-prospectus read.
Use of proceeds
The Registered Shareholders may, or may not, elect to sell our common shares covered by this prospectus. To the extent any Registered Shareholder chooses to sell our common shares covered by this prospectus, we will not receive any proceeds from any such common shares.
Underwriters
The completed effective-prospectus read stated no underwriters.
Extracted from S-1/A 0001493152-26-046585, filed Oct 9, 2026 and verified against that filing text.
Key risk factors
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Direct listing, no underwriting
“This is not an underwritten initial public offering of common shares.”
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Listing condition
“If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our common shares on Nasdaq, we will not complete this Direct Listing.”
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Market may not develop
“An active, liquid, and orderly market for our common shares may not develop or be sustained.”
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Price volatility at listing
“Further, the listing of our common shares on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in our common shares and, consequently, the trading volume and price of common shares may be more volatile than if our common shares were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.”
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Controlled company
“Additionally, we are, and following the completion of this offering, will continue to be, a “controlled company” as defined under Nasdaq Marketplace Rules 5615(c), because four of our shareholders, including Mark Miller, our Chief Executive Officer and Chairman of our Board of Directors, and Susan Elliott, our Chief Operating Officer and a director, will be able to exercise in excess of 50% of the aggregate voting power of our issued and outstanding common shares and will be able to determine all matters requiring approval by our shareholders, immediately after the consummation of this offering.”
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Limited investor protections
“As a result, investors in this offering may have fewer legal protections compared to investors in a traditional initial public offering, which could adversely affect investor confidence and demand for our common shares.”
Financials before the first trade
The completed SEC companyfacts import produced no qualifying full-year financial history for this filer.
Filing history
| Filed | Form | Accession | |
|---|---|---|---|
| 2026-10-09 | S-1/A | 0001493152-26-046585 | View on EDGAR |
| 2026-08-12 | S-1 | 0001493152-26-037435 | View on EDGAR |
Source quotes
Shares offered: “This prospectus relates to the registration of the resale of up to 30,788,757 common shares, no par value per share (our “common shares”), consisting of (i) 29,832,185 outstanding common shares held by certain of our shareholders (“Shareholders”), and (ii) (a) 17,605 shares issuable to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville” and collectively with our Shareholders identified in this prospectus, the “Registered Shareholders”), and (b) 938,967 shares underlying warrants is”