SCHEDULE 13G: Heights Capital Management and CVI Investments Disclose 9.9% Stake in Biomea Fusion

Sentiment:

Beneficial Ownership Disclosure


Heights Capital Management, Inc. and CVI Investments, Inc. have jointly disclosed a beneficial ownership of 9.9% in Biomea Fusion, Inc., totaling 5,834,871 shares.

Capital raiseThe filing references Biomea Fusion, Inc.'s Prospectus Supplement filed on June 18, 2025, which indicates 57,022,250 shares outstanding as of the completion of an offering. This implies a recent capital raise by the issuer.The beneficial ownership includes shares issuable upon the exercise of pre-funded warrants and other warrants, which are typically issued in connection with capital raises.

Summary

  • CVI Investments, Inc. and Heights Capital Management, Inc. (collectively, "Reporting Persons") have filed a Schedule 13G disclosing their beneficial ownership in Biomea Fusion, Inc.
  • The Reporting Persons collectively beneficially own 5,834,871 shares of Biomea Fusion, Inc. common stock.
  • This ownership represents 9.9% of the issuer's common stock.
  • The shares include 4,450,000 common shares and additional shares issuable upon the exercise of pre-funded warrants and other warrants.
  • The warrants are structured to prevent beneficial ownership from exceeding 9.99%.
  • Heights Capital Management, Inc. acts as the investment manager for CVI Investments, Inc. and exercises shared voting and dispositive power over the reported shares.
  • As of the completion of a recent offering, Biomea Fusion, Inc. had 57,022,250 shares outstanding, excluding shares underlying warrants, as indicated in their Prospectus Supplement filed on June 18, 2025.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, indicating a neutral sentiment. It does not contain positive or negative performance metrics or forward-looking statements from the issuer.

Positives

  • A significant institutional investor, CVI Investments, Inc., holds a substantial stake in Biomea Fusion, Inc., managed by Heights Capital Management, Inc.

Risks

  • The beneficial ownership includes shares issuable upon the exercise of warrants, which are subject to a 9.99% beneficial ownership cap, potentially limiting immediate full exercise.

Future Outlook

NA

Management Comments

  • Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
  • Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
  • The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

NA

Related Party Transactions

  • CVI Investments, Inc. has granted Heights Capital Management, Inc. a Limited Power of Attorney to manage and enter into transactions on its behalf, establishing a formal management relationship between the two reporting entities.

Stakeholder Impact

  • Shareholders: The disclosure of a significant institutional stake (9.9%) by CVI Investments, Inc. and Heights Capital Management, Inc. provides transparency regarding major investors and could influence market perception.

Key Dates

DateDescription
2015-07-16Date CVI Investments, Inc. granted Limited Power of Attorney to Heights Capital Management, Inc.
2022-10-24Date of Prospectus (Registration No. 333-267884) referenced in the filing.
2025-06-17Date of event which requires the filing of this Schedule 13G statement (triggering event for ownership disclosure).
2025-06-18Date of Biomea Fusion, Inc.'s Prospectus Supplement filing, indicating 57,022,250 shares outstanding as of the completion of an offering.
2025-06-25Date of signing of the Schedule 13G statement and the Joint Filing Agreement.

Keywords

Biomea Fusion, CVI Investments, Heights Capital Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Investment Management, SEC Filing, Biotechnology, Pharmaceutical

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