Item 1.01. Entry into a Material Definitive Agreement.
On March 29, 2023, Biomea Fusion, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the “Underwriters”) pursuant to which the Company agreed to issue and sell 5,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Underwriters at a public offering price of $30.00 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 750,000 shares of Common Stock at the same price per share (the “Option Shares”). On March 30, 2023, the Underwriters exercised in full their option to purchase the Option Shares. The Offering, including the sale of the Option Shares, closed on April 3, 2023.
Giving effect to the sale of the Option Shares, the aggregate net proceeds to the Company from the Offering are expected to be approximately $161.6 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents, restricted cash and investments to fund: (i) the continued clinical development of BMF-219, an orally bioavailable, potent and selective covalent inhibitor of menin, for the treatment of patients with liquid and solid tumors, as well as patients with type 2 diabetes; (ii) its exploration of the potential clinical utility of BMF-219 in other diabetic patient populations, including type 1 diabetes; (iii) IND-enabling studies and the clinical development of BMF-500, a covalent inhibitor of FLT3; (iv) its ongoing efforts to develop product candidates from our FUSION System discovery platform; and (v) other general corporate purposes.
The Offering was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-267884) (the “Registration Statement”), which was previously filed with the Securities and Exchange Commission on October 14, 2022 and was declared effective on October 24, 2022, and a related prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated March 29, 2023 and a final prospectus supplement dated March 29, 2023.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
Goodwin Procter LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Common Stock in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.