Capital Structure

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Capital Structure

Note 7. Capital Structure

In December 2020, all of the outstanding membership interests in Biomea Fusion LLC were exchanged for equity interests in Biomea Fusion, Inc. in a statutory conversion under Delaware law. All of the share information referenced throughout the financial statements and notes to the financial statements have been retroactively adjusted to reflect the change in capital structure.

In connection with the completion of its IPO, on April 20, 2021, the Company’s certificate of incorporation was amended and restated to authorize 300,000,000 shares of common stock with a par value of $0.0001 per share and 10,000,000 shares of preferred stock with a par value of $0.0001 per share.     

Common Stock

The Company is authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share. As of December 31, 2020, there were 12,702,942 shares of common stock outstanding, including 749,835 unvested restricted shares of common stock subject to repurchase. There were no options to purchase common stock outstanding as of December 31, 2020. As of September 30, 2021, there were 29,635,250 shares of common stock outstanding, including 593,542 unvested restricted shares of common stock subject to repurchase. There were 2,966,518 options to purchase common stock outstanding as of September 30, 2021.

Common stockholders are entitled to dividends when and if declared by the Company’s Board of Directors and after any preferred share dividends are fully paid. The holder of each share of common stock is entitled to one vote. As of September 30, 2021 and December 31, 2020, no dividends have been declared.

Series A Convertible Preferred Stock

In December 2020, the Company issued 7,064,925 shares of its convertible preferred stock, par value $0.0001, raising $55.7 million in net proceeds. Prior to the December 2020 convertible preferred stock financing, there were no shares of convertible preferred stock outstanding.

Preferred stock consisted of the following as of December 31, 2020 (in thousands, except share numbers):

	Shares authorized		Shares issued and outstanding		Original issue price		Carrying value		Liquidation preference
Series A convertible preferred stock		7,064,925		7,064,925	$	7.93	$	55,738	$	56,000

Immediately prior to the closing of the IPO, all outstanding shares of the Company’s convertible preferred stock converted into 7,064,925 shares of common stock and the related carrying value was reclassified to common stock and additional paid-in capital. There were no shares of convertible preferred stock outstanding as of September 30, 2021.