Biomea Fusion, Inc S-1, filed Mar 26, 2021

Biomea Fusion, Inc. (BMEA)

S-1 2021-03-26

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Added on October 22, 2026

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒



Title of each class of securities to be registered	Proposed maximum aggregate offering price⁽¹⁾	Amount of registration fee⁽²⁾
Common Stock, $0.0001 par value per share	$100,000,000	$10,910



	Per share	Total

Initial public offering price	$	$

Underwriting discounts and commissions⁽¹⁾	$	$

Proceeds to Biomea Fusion, Inc., before expenses	$	$


	Page

Prospectus summary		1

Risk factors		12

Special note regarding forward-looking statements		82

Market and industry data		84

Use of proceeds		85

Dividend policy		87

Capitalization		88

Dilution		91

Selected financial data		93

Management’s discussion and analysis of financial condition and results of operations		94

Business		106

Management		137

Executive and director compensation		146

Certain relationships and related party transactions		155

Principal stockholders		158

Description of capital stock		161

Shares eligible for future sale		167

Material U.S. federal income tax consequences to non-U.S. holders		170

Underwriting		174

Legal matters		186

Experts		186

Where you can find additional information		186

Index to financial statements		F-1



	Year ended December 31,
(in thousands, except share and per share data)	2019			2020

Statements of operations data:
Operating expenses:
Research and development	$	1,092		$	3,671
General and administrative		103			1,656

Total operating expenses		1,195			5,327

Loss from operations		(1,195	)		(5,327	)
Other income (expense), net		(3	)		3

Net loss attributable to common stockholders	$	(1,198	)	$	(5,324	)

Net loss per share attributable to common stockholders, basic and diluted⁽¹⁾	$	(1.75	)	$	(4.47	)

Weighted–average shares used in computing net loss per share attributable to common stockholders, basic and diluted⁽¹⁾		684,582			1,191,511

Pro forma net loss per share, basic and diluted (unaudited)⁽²⁾				$	(4.39	)

Pro forma weighted–average shares outstanding, basic and diluted (unaudited)⁽²⁾					1,211,319



	As of December 31, 2020
(in thousands)	Actual			Pro forma⁽¹⁾			Pro forma as adjusted⁽²⁾⁽³⁾
				(unaudited)

Balance sheet data:
Cash and cash equivalents	$	61,695		$	61,695		$
Working capital⁽⁴⁾		60,604			60,604
Total assets		62,526			62,526
Convertible preferred stock		55,738			—
Accumulated deficit		(8,175	)		(8,175	)
Total stockholders’ equity		5,169			60,907



	As of December 31, 2020
(in thousands, except per share amounts)	Actual			Pro forma			Pro forma as adjusted⁽¹⁾
				(unaudited)

Cash and cash equivalents	$	61,695		$	61,695		$

Convertible preferred stock, $0.0001 par value, per share; 799,200 shares authorized, 799,200 issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted	$	55,738		$	—
Stockholders’ equity:
Preferred stock, $0.0001 par value per share; no shares authorized, issued and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted
Common stock, $0.0001 par value per share; 2,862,000 shares authorized, 1,352,163 shares issued and outstanding, actual; 2,862,000 shares authorized and 2,151,363 shares issued and outstanding, pro forma; shares authorized and shares issued and outstanding, pro forma as adjusted		—
Additional paid—in capital		13,344			69,082
Accumulated deficit		(8,175	)		(8,175	)

Total stockholders’ equity		5,169			60,907

Total capitalization	$	60,907		$	60,907		$


Assumed initial public offering price per share			$
Historical net tangible book value per share as of December 31, 2020	$	3.80
Pro forma increase in net tangible book value per share as of December 31, 2020 attributable to the pro forma transactions described above		24.50

Pro forma net tangible book value per share as of December 31, 2020		28.30
Increase in pro forma net tangible book value per share attributable to new investors participating in this offering

Pro forma as adjusted net tangible book value per share after this offering

Dilution per share to new investors participating in this offering			$



	Shares purchased			Total consideration			Weighted- average price per share
	Number	Percent		Amount	Percent		Weighted- average price per share
Existing stockholders			%	$		%	$
New investors							$

Total			100.0%	$		100.0%



	As of December 31,
(in thousands)	2019			2020
Balance sheet data:
Cash and cash equivalents	$	239		$	61,695
Working capital⁽¹⁾		(21	)		60,604
Total assets		265			62,526
Convertible preferred stock		—			55,738
Accumulated deficit		(2,851	)		(8,175	)
Total stockholders’ (deficit) equity		(21	)		5,169



	Year ended December 31,						$ Change
	2019			2020			$ Change

Operating expenses:
Research and development	$	1,092		$	3,671		$	2,579
General and administrative		103			1,656			1,553


Total operating expenses		1,195			5,327			4,132

Loss from operations		(1,195	)		(5,327	)		(4,132	)

Other income (expense), net		(3	)		3			6


Net loss	$	(1,198	)	$	(5,324	)	$	(4,126	)



Name	Age	Position(s)

Executive Officers
Thomas Butler	40	Chief Executive Officer, Co-Founder and Director

Rainer (Ramses) Erdtmann	57	President, Chief Operating Officer, Co-Founder and Director

Sunny Lee Ryan	51	Executive Vice President of Finance

Key Employees
Thorsten Kirschberg	51	Executive Vice President of Chemistry

Heow Tan	62	Chief Technology and Quality Officer

Non-Employee Directors
Eric Aguiar, M.D.	59	Director

Bihua Chen	52	Director

Michael J. M. Hitchcock Ph.D.	71	Director

John Kwon⁽⁴⁾	47	Director

Sotirios Stergiopoulos, M.D.	49	Director



Name and principal position	Year		Salary ($)		Bonus⁽¹⁾ ($)		Stock awards⁽²⁾ ($)		Total ($)

Thomas Butler,		2020		228,750		134,400		1,153,215		1,516,365
Chief Executive Officer

Ramses Erdtmann,		2020		14,773		21,420		270,690		306,883
President

Sunny Lee Ryan,		2020		83,333		75,000		230,090		388,423
Executive Vice President, Finance



Name⁽¹⁾	Series A convertible preferred stock (#)		Aggregate cash purchase price ($)
Entities affiliated with Cormorant Asset Management⁽²⁾		256,886		18,000,000
Entities affiliated with Tavistock Group⁽³⁾		142,714		10,000,000
Aisling Capital V, LP⁽⁴⁾		57,086		4,000,000
Point Sur Investors LLC⁽⁵⁾		28,543		2,000,000
Clifton Capital LP⁽⁶⁾		14,271		1,000,000



Name⁽¹⁾	Common stock (#)		Aggregate cash purchase price ($)
Clifton Capital LP⁽²⁾		86,672		3,000,000
John Kwon⁽²⁾		10,184		352,500


J.P. Morgan		Jefferies		Piper Sandler



	Number of shares beneficially owned (#)		Percentage of shares beneficially owned
Name of beneficial owner	Number of shares beneficially owned (#)		Before offering (%)		After offering (%)
Greater than 5% Stockholders:
Biomea Healthcare, LLC⁽¹⁾		493,817		22.1
A2A Pharmaceuticals Inc.⁽²⁾		493,817		22.1
Entities affiliated with Cormorant Asset Management⁽³⁾		256,886		11.5
Entities affiliated with Tavistock Group⁽⁴⁾		142,714		6.4

Named Executive Officers and Directors:
Thomas Butler⁽⁵⁾		296,834		13.2
Ramses Erdtmann⁽⁶⁾		266,929		11.9
Sunny Lee Ryan⁽⁷⁾		7,314		*
Eric Aguiar, M.D.⁽⁸⁾		57,086		2.6
Bihua Chen⁽⁹⁾		256,886		11.5
Michael J.M. Hitchcock, Ph.D.		—		*
John Kwon⁽¹⁰⁾		10,184		*
Sotirios Stergiopoulos, M.D.⁽¹¹⁾		493,817		22.1
All executive officers and directors as a group (eight persons)⁽¹²⁾		1,389,050		61.9



Approximate number of shares		First date available for sale into public market
2,236,186 shares		181 days after the date of this prospectus, upon expiration of the lock-up agreements referred to below, subject in some cases to applicable volume, manner of sale and other limitations under Rule 144 and Rule 701.



Name		Number of shares
J.P. Morgan Securities LLC
Jefferies LLC
Piper Sandler & Co.

Total



	Without option to purchase additional shares exercise	With full option to purchase additional shares exercise
Per share	$	$
Total	$	$



Section 96 (1) (a)		the offer, transfer, sale, renunciation or delivery is to: (a) persons whose ordinary business, or part of whose ordinary business, is to deal in securities, as principal or agent; (b) the South African Public Investment Corporation; (c) persons or entities regulated by the Reserve Bank of South Africa; (d) authorised financial service providers under South African law; (e) financial institutions recognised as such under South African law; (f) a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorized portfolio manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law); or (g) any combination of the person in (a) to (f); or

Section 96 (1) (b)		the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.



	Page
Report of independent registered public accounting firm		F-2
Balance sheet		F-3
Statements of operations		F-4
Statements of convertible preferred stock and stockholders’ equity (deficit)		F-5
Statements of cash flows		F-6
Notes to financial statements		F-7



	December 31,
(in thousands, except share and per share amounts)	2019			2020

Assets

Current assets:
Cash and cash equivalents	$	239		$	61,695
Prepaid expenses and other current assets		26			528

Total current assets		265			62,223

Property and equipment, net		—			81
Other long-term assets		—			12
Right of use assets		—			210

Total assets	$	265		$	62,526


Liabilities, convertible preferred stock and stockholders’ equity (deficit)

Current liabilities:
Accounts payable	$	271		$	727
Accrued liabilities		15			633
Loans payable		—			36
Lease liability-short-term		—			223

Total current liabilities		286			1,619

Total liabilities	$	286		$	1,619


Commitments and contingencies (Note 9)
Series A convertible preferred stock; $0.0001 par value; 0 shares and 799,200 shares authorized as of December 31, 2019 and 2020, respectively; 0 shares and 799,200 shares issued and outstanding as of December 31, 2019 and 2020, respectively; aggregate liquidation preference of $0 and $56,000 as of December 31, 2019 and 2020, respectively;		—			55,738

Stockholders’ equity (deficit):
Common stock; $0.0001 par value; 1,926,556 and 2,862,000 shares authorized as of December 31, 2019 and 2020; 984,528 and 1,352,163 shares issued and outstanding as of December 31, 2019 and 2020, respectively;		—			—
Additional paid-in capital		2,830			13,344
Accumulated deficit		(2,851	)		(8,175	)

Total stockholders’ equity (deficit)		(21	)		5,169

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	265		$	62,526



	Series A convertible preferred stock				Common stock				Additional paid-in capital		Accumulated deficit			Total stockholders’ equity (deficit)
(in thousands, except share amounts)	Shares		Amount		Shares		Amount		Additional paid-in capital		Accumulated deficit			Total stockholders’ equity (deficit)
Balance at January 1, 2019		—	$	—		483,567	$	—	$	1,390	$	(1,653	)	$	(263	)
Issuance of common stock		—		—		500,961		—		1,440		—			1,440
Net loss and comprehensive loss		—		—		—		—		—		(1,198	)		(1,198	)

Balance at December 31, 2019		—		—		984,528		—		2,830		(2,851	)		(21	)
Issuance of Series A convertible preferred stock, net of issuance costs of $261		799,200		55,738		—		—		—		—			—
Issuance of common stock, net of issuance costs of $68		—		—		359,196		—		10,192		—			10,192
Issuance of restricted shares of common stock		—		—		8,439		—		—		—			—
Stock-based compensation expense		—		—		—		—		322		—			322
Net loss and comprehensive loss		—		—		—		—		—		(5,324	)		(5,324	)

Balance at December 31, 2020		799,200	$	55,738		1,352,163	$	—	$	13,344	$	(8,175	)	$	5,169



	Years ended December 31,
(in thousands)	2019			2020

Cash flows from operating activities
Net loss	$	(1,198	)	$	(5,324	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		—			8
Non-cash lease expenses		—			124
Stock-based compensation expense		—			322
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		7			(472	)
Other long-term assets		—			(12	)
Accounts payable		(98	)		418
Accrued liabilities		10			588
Lease liabilities		—			(111	)

Net cash used in operating activities		(1,279	)		(4,459	)


Cash flows from investing activities
Purchase of property and equipment		—			(51	)

Net cash used in investing activities		—			(51	)


Cash flows from financing activities
Proceeds from issuance of PPP loan		—			36
Proceeds from issuance of Series A convertible preferred stock, net of issuance costs		—			55,738
Proceeds from issuance of common stock, net of issuance costs		1,440			10,192

Net cash provided by financing activities		1,440			65,966

Net increase in cash and cash equivalents		161			61,456
Cash and cash equivalents at the beginning of the year		78			239

Cash and cash equivalents at the end of the year	$	239		$	61,695


Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property and equipment in accounts payable	$	—		$	38

Acquisition of right of use leased asset	$	—		$	334

Unpaid deferred offering costs	$	—		$	29


Laboratory equipment		5 years
Furniture and fixtures		3 years
Leasehold improvements		Shorter of remaining lease term or estimated useful life



(In thousands)
Years ending December 31,
2021	$	223
Total undiscounted lease payments		223
Less: Present value adjustments		(0	)
Present value of lease payments	$	223



	Shares authorized		Shares issued and outstanding		Original issue price		Carrying value		Liquidation preference
Series A convertible preferred stock		799,200		799,200	$	70.07	$	55,738	$	56,000



	Number of awards		Weighted- average grant date fair value (in dollars)		Weighted- average remaining contractual term (in years)
Balance at December 31, 2019		—	$	—		—
Granted		93,262		35.55
Balance at December 31, 2020		93,262	$	35.55		3.6



(in thousands)	Year ended December 31, 2020
Research and development	$	89
General and administrative		233

Total	$	322



	Year ended December 31, 2020
Federal statutory income tax rate		21.0%
State taxes		1.1%
Other		(0.1)%
Change in valuation allowance		(4.3)%
LLC loss prior to C-Corp conversion		(17.7)%

Provision for income taxes		0%



	December 31, 2020
Deferred Tax Assets:
Net operating loss carryforwards	$	286
Operating lease right-of-use asset liability		62
Accruals and reserves		11
Fixed assets		2
Intangible assets		1

Gross deferred tax assets		362
Less: Valuation allowance		(303	)

Deferred tax assets, net of valuation allowance		59
Operating lease right-of-use asset		(59	)

Net deferred tax assets	$	(0	)



Item	Amount paid or to be paid
SEC registration fee	$	10,910
FINRA filing fee		15,500
Nasdaq listing fee		*
Printing expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent’s fees and expenses		*
Miscellaneous expenses		*

Total	$	*


BIOMEA FUSION, INC.

By		/s/ Thomas Butler
		Thomas Butler
		Chief Executive Officer



Signature	Title	Date

/s/ Thomas Butler Thomas Butler	Chief Executive Officer and Director (Principal Executive Officer)	March 26, 2021

/s/ Sunny Lee Ryan Sunny Lee Ryan	Executive Vice President of Finance (Principal Financial and Accounting Officer)	March 26, 2021

/s/ Eric Aguiar, M.D. Eric Aguiar, M.D.	Director	March 26, 2021

/s/ Bihua Chen Bihua Chen	Director	March 26, 2021

/s/ Ramses Erdtmann Ramses Erdtmann	Director	March 26, 2021


		Page
ARTICLE I. IDENTIFICATION; OFFICES			1

SECTION 1.	NAME		1
SECTION 2.	PRINCIPAL AND BUSINESS OFFICES		1
SECTION 3.	REGISTERED AGENT AND OFFICE		1
SECTION 4.	CORPORATE RECORDS		1

ARTICLE II. STOCKHOLDERS			1

SECTION 1.	ANNUAL MEETING		1
SECTION 2.	SPECIAL MEETING		1
SECTION 3.	PLACE OF STOCKHOLDER MEETINGS		1
SECTION 4.	NOTICE OF MEETINGS		2
SECTION 5.	QUORUM		2
SECTION 6.	ADJOURNED MEETINGS		2
SECTION 7.	FIXING OF RECORD DATE		3
SECTION 8.	VOTING LIST		3
SECTION 9.	VOTING		4
SECTION 10.	PROXIES		4
SECTION 11.	RATIFICATION OF ACTS OF DIRECTORS AND OFFICERS		4
SECTION 12.	CONDUCT OF MEETINGS		5
SECTION 13.	ACTION WITHOUT MEETING		5

ARTICLE III. DIRECTORS			6

SECTION 1.	GENERAL POWERS		6
SECTION 2.	NUMBER AND TENURE OF DIRECTORS		6
SECTION 3.	ELECTION OF DIRECTORS		6
SECTION 4.	CHAIRMAN OF THE BOARD; VICE CHAIRMAN OF THE BOARD		6
SECTION 5.	QUORUM		7
SECTION 6.	VOTING		7
SECTION 7.	VACANCIES		7
SECTION 8.	REMOVAL OF DIRECTORS		7
SECTION 9.	RESIGNATION		7
SECTION 10.	REGULAR MEETINGS		7
SECTION 11.	SPECIAL MEETINGS		8
SECTION 12.	NOTICE OF SPECIAL MEETINGS OF THE BOARD OF DIRECTORS		8
SECTION 13.	WRITTEN ACTION BY DIRECTORS		8
SECTION 14.	PARTICIPATION BY CONFERENCE TELEPHONE		8
SECTION 15.	COMMITTEES		8
SECTION 16.	COMPENSATION OF DIRECTORS		9

ARTICLE IV. OFFICERS			9

SECTION 1.	GENERAL PROVISIONS		9
SECTION 2.	ELECTION AND TERM OF OFFICE		9
SECTION 3.	RESIGNATION AND REMOVAL OF OFFICERS		10