Biomea Fusion Inc美股招股说明书(2025-06-18版)

Pre-fundedWarrants to Purchase up to 550,000 Shares of CommonStock Warrants to Purchase up to 20,000,000 Shares of Common Stock(orPre-FundedWarrants) We are offering 19,450,000 shares of our common stock, $0.0001 par value per share, in this offering, and, in lieu of common stock to certain investorsthat sochoose,pre-fundedwarrantsto purchase 550,000 shares of common stock, as well as accompanying common stock warrants to purchase up toan aggregate of 20,000,000 shares of our common stock (orpre-fundedwarrants in lieu thereof) pursuant to this prospectus supplement and theaccompanying prospectus. The purchase price ofeachpre-fundedwarrantequals the price per share at which shares of common stock and theaccompanying common stock warrant are being sold to the public in this offering, minus $0.0001, and the exercise price ofeachpre-fundedwarrantequals $0.0001 per share. This prospectus supplement also relates to the offering of the shares of common stock issuable upon exercise of suchpre-fundedwarrants and common stock warrants. The common stock andpre-fundedwarrants will be sold in combination with an accompanyingcommon stock warrant to purchase 20,000,000 shares of common stock (orpre-fundedwarrants in lieu thereof) issued for each share of common stockorpre-fundedwarrant sold. The shares of our common stock (orpre-fundedwarrants) and common stock warrants are immediately separable and will be issued separately. Thecommon stock warrants will be immediately exercisable and will expire eighteen months from the date of issuance. The common stock warrants will havean exercise price of $2.50 per whole share of our common stock, subject to adjustment as described elsewhere in this prospectus supplement. Our common stock is listed on The Nasdaq Global Select Market under the symbol “BMEA.” On June16, 2025, the last reported sale price of ourcommon stock on The Nasdaq Global Select Market was $2.63 per share. There is no established public trading market forthepre-fundedwarrantsorthe common stock warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing ofthepre-fundedwarrantsorthe common stock warrants on the Nasdaq Global Select Market, any other national securities exchange or any other nationally recognized tradingsystem. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-6of this prospectus supplement, in theaccompanying prospectus and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed onthe adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense. We have granted the underwriter an option for a period of 30 days to purchase up to 3,000,000 additional shares of our common stock and/or warrantsfrom us at the public offering price less the underwriting discounts and commissions. Delivery of the shares of common stock, the common stock warrants and thepre-fundedwarrants is expected to be made on or about June 20, 2025. Jefferies Prospectus Supplement dated June 17, 2025 Table of Contents Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of commonstock, common stock warrants andpre-fundedwarrants to certain investors. The second part is the accompanying prospectus, whichprovides more general information, some of which may not apply to this offering. The information included or incorporated by reference inthis prospectus supplement also adds to, updates and changes information contained or incorporated by reference in the accompanyingprospectus. If information included or incorporated by reference in this prospectus supplement is inconsistent with the accompanyingprospectus or the information incorporated by reference therein, then this prospectus supplement or the information incorporated byreference in this prospectus supplement will apply and will supersede the information in the accompanying prospectus and the documentsincorporated by reference therein. This prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC,using a “shelf” registration process. Under the shelf registration process, we may from time to time offer and sell any combination of thesecurities described in the accompanying prospectus up to a total dollar amount of $350.0million, of which this offering is a part. Theshares of our common stock, common stock warrants andpre-fundedwarrants to certain investors that may be sold under this prospectussupplement, as well as the $172.5million of shares of our common stock that we have previously sold using the accompanyingprospectus