Bicara Therapeutics launches $150,000,000 offering, then prices at $16.00 a share

Bicara Therapeutics Inc. (Nasdaq: BCAX) filed a preliminary prospectus supplement dated February 24, 2026 for an offering of $150,000,000 of common stock, and a final prospectus supplement dated the same day. The final supplement prices the offering at $16.00 a share, against a closing sale price of $16.40 on February 23, 2026. Pre-funded warrants for 2,200,000 shares are priced at $15.9999 each. It is made under registration statement No. 333-290707.

Bicara is an emerging growth company and a smaller reporting company, based at 116 Huntington Avenue in Boston.

The terms

The offering covers 7,175,000 common shares and pre-funded warrants for 2,200,000 shares. Underwriting discounts and commissions are $0.96 per share and per warrant, totaling $9,000,000. Proceeds before expenses are $15.04 per share and $15.0399 per warrant, totaling $140,999,780. The underwriters have an option for 30 days to buy up to 1,406,250 more shares. If that option were exercised in full, discounts would total $10,350,000 and proceeds before expenses would total $172,499,780. Delivery was expected on or about February 26, 2026. The preliminary supplement had described the option as up to $22,500,000 of shares.

Banks and counsel

Morgan Stanley, TD Cowen, BofA Securities, Cantor and Stifel are named as joint book-running managers. The supplement does not say which of them is lead or sole book-runner. It names no placement agent for the offering.

Goodwin Procter LLP of Boston will pass upon the validity of the shares for the company. The underwriters' obligations are subject to the approval of certain legal matters by their own counsel.

The cash and the pipeline

The preliminary financial update says the company had approximately $414.8 million of cash, cash equivalents and investments at December 31, 2025. The supplement says those amounts are unaudited and may change once the year-end accounts are complete, and that the 2025 financial statements will not be available until after the offering closes.

The company's lead candidate is ficerafusp alfa, formerly BCA101. Its pivotal Phase 2/3 trial, FORTIFI-HN01, is in head and neck squamous cell carcinoma, and expansion cohorts of its Phase 1/1b trial cover additional head and neck populations and metastatic colorectal cancer.

On February 19, 2026, the company presented preliminary data from an exploratory Phase 1b expansion cohort. The cohort gave 2000mg of ficerafusp alfa every other week with pembrolizumab in first-line HPV-negative recurrent or metastatic head and neck cancer. The company reported a 48% confirmed objective response rate, with 26% of patients achieving a complete response. It describes the outcome data as continuing to mature, and it says the safety profile was consistent with the known profile.

The company plans a loading dose with every-three-week maintenance and seeks regulatory alignment on that schedule.

Litigation and what remains open

The supplement reports ongoing litigation with Y-Trap, Inc. Bicara and its co-defendant, Biocon LTD., moved to dismiss all of Y-Trap's claims on February 28, 2025. The court denied Bicara's motion on September 30, 2025, and the company says it will continue to defend the case vigorously.

The response rate comes from an exploratory cohort and is preliminary, and the pivotal trial is still ahead. The supplement estimates net proceeds of about $140.7 million, or about $161.8 million if the option is exercised in full. It intends to use them with existing cash to build medical and commercial infrastructure for a planned regulatory filing and launch of ficerafusp alfa in the United States, if approved, and to accelerate its development in first-line HPV-negative head and neck cancer. The 2025 cash figure it relies on is unaudited.

Dilution

The supplement says 54,612,477 common shares were outstanding as of September 30, 2025, and that 61,787,477 would be outstanding after the offering, or 63,193,727 if the underwriters take up their full option, assuming no pre-funded warrants are exercised. Net tangible book value was approximately $402.8 million, or $7.38 per share, on that date. After the offering, the as-adjusted figure would be approximately $573.0 million, or $9.04 per share, against the $16.00 price. The company and its directors and executive officers are bound by lock-up agreements for 60 days.

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