SEC Form S-8 filed by Bicara Therapeutics Inc.
$BCAX
Biotechnology: Pharmaceutical Preparations
Health Care
As filed with the Securities and Exchange Commission on March 28, 2025
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
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BICARA THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
Delaware | 83-2903745 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
Bicara Therapeutics Inc. 116 Huntington Ave, Suite 703
Boston, MA 02116
617-468-4219
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
Bicara Therapeutics Inc. 2024 Stock Option and Grant Plan
(Full title of the plans)
Claire Mazumdar
Chief Executive Officer
116 Huntington Ave, Suite 703
Boston, MA 02116
617-468-4219
(Name, address, including zip code, and telephone number, including area code, of agent for service)
___________________________
Copies to:
Kingsley L. Taft, Esq.
Gabriela Morales-Rivera, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
__________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||||||||||||
Emerging growth company | ☒ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Bicara Therapeutics Inc. (the “Registrant”) is filing this registration statement with the Commission to register 2,722,001 additional shares of the Registrant’s common stock, $0.0001 par value per share (“Common Stock”) available for issuance under the Registrant’s 2024 Stock Option and Grant Plan (the “Plan”), pursuant to the evergreen provisions of the Plan.
This Registration Statement incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on September 13, 2024 (File No. 333-282113) related to the Plan, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier Registration Statements are presented herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
* | Filed herewith. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on this 28th day of March, 2025.
BICARA THERAPEUTICS INC. | ||||||||
By: | /s/ Claire Mazumdar | |||||||
Name: Claire Mazumdar, Ph.D., M.B.A. Title: Chief Executive Officer | ||||||||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Claire Mazumdar, Ph.D., M.B.A., Ryan Cohlhepp, Pharm.D. and Ivan Hyep, M.B.A. as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
Name | Title | Date | ||||||||||||
| /s/ Claire Mazumdar | Chief Executive Officer (Principal Executive Officer) | March 28, 2025 | ||||||||||||
| Claire Mazumdar, Ph.D., M.B.A. | ||||||||||||||
| /s/ Ivan Hyep | Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) | March 28, 2025 | ||||||||||||
| Ivan Hyep, M.B.A. | ||||||||||||||
| /s/ Ryan Cohlhepp | President, Chief Operating Officer and Director | March 28, 2025 | ||||||||||||
| Ryan Cohlhepp, Pharm.D. | ||||||||||||||
| /s/ Michael Powell | Director, Chairperson | March 28, 2025 | ||||||||||||
| Michael Powell, Ph.D. | ||||||||||||||
| /s/ Carolyn Ng | Director | March 28, 2025 | ||||||||||||
| Carolyn Ng, Ph.D. | ||||||||||||||
| /s/ Kiran Mazumdar-Shaw | Director | March 28, 2025 | ||||||||||||
| Kiran Mazumdar-Shaw | ||||||||||||||
/s/ Jake Simson | Director | March 28, 2025 | ||||||||||||
Jake Simson, Ph.D. | ||||||||||||||
/s/ Kate Haviland | Director | March 28, 2025 | ||||||||||||
Kate Haviland, M.B.A. | ||||||||||||||
/s/ Scott Robertson | Director | March 28, 2025 | ||||||||||||
Scott Robertson, M.B.A. | ||||||||||||||
/s/ Nils Lonberg | Director | March 28, 2025 | ||||||||||||
Nils Lonberg, Ph.D. | ||||||||||||||
/s/ Christopher Bowden | Director | March 28, 2025 | ||||||||||||
Christopher Bowden, M.D. | ||||||||||||||