Securities Offering - Bicara Therapeutics Inc. plans to issue 7,175,000 shares of common stock and pre-funded warrants to purchase up to 2,200,000 shares at an exercise price of $0.0001[4] - The company may issue an additional 1,406,250 shares of common stock if the underwriters exercise their option to purchase additional shares[4] - The public offering price for the shares is set at $16.00 per share, with a concession of up to $0.5760 per share for certain dealers[62] - The Pre-Funded Warrants are offered at an initial price of $15.9999 per warrant, also with a concession of up to $0.5760 per warrant for selected dealers[62] - The Company agrees to sell Firm Shares at a price of $15.0400 per share to underwriters[59] - The underwriters have the right to purchase up to 1,406,250 Additional Shares at the same purchase price[60] - Payment for the Firm Securities is scheduled for February 26, 2026, with a deadline for any Additional Shares payment by April 9, 2026[63] - The Closing Date for the offering is February 26, 2026[124] - The number of Firm Shares is 7,175,000[124] - The number of Pre-Funded Warrants is 2,200,000[124] - The number of Additional Shares is 1,406,250[124] Compliance and Legal Matters - The registration statement for the securities has been filed with the Securities and Exchange Commission and is effective[7] - The company has not experienced any material adverse changes in its financial condition or operations since the last prospectus[17] - Bicara Therapeutics Inc. is in compliance with all applicable laws and regulations, including those related to environmental protection[21] - The company has received all necessary permits and licenses required under environmental laws to conduct its business[21] - There are no pending legal proceedings that would materially affect the company or its subsidiaries[18] - The Company is not required to register as an "investment company" under the Investment Company Act of 1940 after the offering[20] - The Company has not received any adverse communications from regulatory authorities regarding compliance with regulatory laws[52] Financial Condition - The Company has not incurred any material liability or obligation, nor entered into any material transaction since the last reporting date[32] - There has been no material change in the capital stock, short-term debt, or long-term debt of the Company and its subsidiaries[32] - Financial statements have been prepared in accordance with U.S. GAAP and present a fair view of the Company's consolidated financial position[44] - KPMG LLP has certified the Company's financial statements, confirming their independence and compliance with applicable regulations[45] - The Company has no material weaknesses in internal controls over financial reporting since the last audited fiscal year[46] - The Company has filed all required tax returns and paid all necessary taxes, with no material adverse tax deficiencies reported[49] Operational Integrity - The Company and its subsidiaries have good and marketable title to all real and personal property material to their business, free of liens and encumbrances[33] - The Company owns or has valid licenses for all necessary Intellectual Property Rights for its business operations[34] - The Company has complied with all applicable Data Security Obligations and has not received any notifications indicating non-compliance[39] - The Company has taken reasonable measures to protect its information technology systems and data from breaches[40] - There are no material labor disputes with the employees of the Company or its subsidiaries[41] - The Company is insured against losses and risks in amounts deemed prudent and customary for its business[42] - The Company has maintained compliance with all necessary permits and regulatory requirements, ensuring no material adverse effects on operations[43] Underwriter Agreements - The obligations of the Underwriters are contingent upon no material adverse changes in the Company's financial condition or operations prior to the Closing Date[68] - The Chief Financial Officer is required to deliver a certificate to the Underwriters confirming compliance with all agreements on the Closing Date[77] - KPMG LLP will provide a comfort letter regarding the financial statements included in the Registration Statement on the Closing Date[75] - Lock-up agreements with officers and directors regarding restrictions on sales of shares must be in effect on the Closing Date[76] - The Company is obligated to furnish signed copies of the Registration Statement and related documents upon request from the Underwriters[81] - The Company must prepare and file any necessary amendments or supplements to the Time of Sale Prospectus to ensure compliance with applicable law[85] - The Company will not be required to qualify as a foreign corporation or dealer in securities in jurisdictions where it is not otherwise required[87] - The Company will make available an earnings statement covering a period of at least twelve months after the first fiscal quarter following the date of the Agreement[88] - The Company will pay all expenses related to the registration and delivery of the Securities, including legal and accounting fees, with specific caps on certain costs such as $10,000 for Blue Sky memorandum[89] - The Company will notify the Representatives if it ceases to be an Emerging Growth Company prior to the completion of the distribution of the Securities[90] - The Company will not publicly disclose intentions to offer or sell any shares of Common Stock during the 60-day Restricted Period following the date of the Prospectus[93] - The Company may issue up to 3% of its total outstanding share capital in connection with mergers or acquisitions during the Restricted Period[94] Indemnification and Liability - The Company agrees to indemnify Underwriters against losses arising from untrue statements or omissions in the Registration Statement or related documents[96] - Each Underwriter agrees to indemnify the Company for losses related to information they provided for the Registration Statement[97] - The indemnifying party will be liable for legal expenses incurred by the indemnified party in connection with any proceeding[98] - The Company will contribute to losses if indemnification is unavailable or insufficient, reflecting the relative fault of each party[99] - The Company and Underwriters agree on the allocation of benefits and liabilities based on the net proceeds from the offering of the Securities, reflecting the respective contributions of both parties[100] - The indemnity provisions remain effective regardless of any termination of the Agreement or investigations conducted by the Underwriters or the Company[102] Agreement Terms - The Underwriters may terminate the Agreement if trading is suspended or materially limited on relevant exchanges, or if there is a material disruption in securities settlement services[103] - If any Underwriter fails to purchase Securities, the other Underwriters are obligated to purchase the shortfall, provided it does not exceed one-tenth of the total Securities[104] - The Company will reimburse Underwriters for out-of-pocket expenses incurred if the Agreement is terminated due to the Company's failure to comply with its terms[106] - The Agreement represents the entire understanding between the Company and Underwriters regarding the offering of the Securities[107] - The Company acknowledges that the Underwriters have acted at arm's length and owe no fiduciary duties beyond those specified in the Agreement[108] - The Agreement is governed by the internal laws of the State of New York, ensuring legal clarity and compliance[113] - All communications regarding the Agreement must be in writing and effective only upon receipt, with specified addresses for both parties[114][115] - The Agreement allows for electronic signatures, which hold the same validity as traditional signatures[112]
Bicara Therapeutics Inc.(BCAX) - 2025 Q4 - Annual Results