Bicara Therapeutics Inc.
For the period ended Mar 31, 2026. Filed May 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 11, 2026
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Item 5. Other Information
(a)
None.
(b)
Chief Medical Officer Transition
On May 7, 2026, or the Transition Date, David Raben, M.D. resigned from his role as our Chief Medical Officer and transitioned to serve as a Senior Executive Advisor to the Company, effective on the Transition Date. Dr. Raben’s resignation was not the result of any disagreement with the Company or our board of directors or any matter relating to our operations, policies or practices. On May 8, 2026, Bill Schelman, M.D., Ph.D., previously our Executive Vice President, Clinical Development, succeeded Dr. Raben to serve as our Chief Medical Officer.
On the Transition Date, we entered into a separation agreement, or the Separation Agreement, with Dr. Raben, pursuant to which he is entitled to receive (i) his base salary for 12 months following the Transition Date and (ii) subject to copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, payment of the portion of the premium equal to the amount that we would have paid to provide health insurance to him had he remained employed until the earliest of (A) May 30, 2027, (B) his eligibility for group medical plan benefits under any other employer’s group medical plan, or (C) at the end of his COBRA health continuation period. The Separation Agreement also contains non-disparagement and cooperation covenants, a reaffirmation of Dr. Raben’s confidentiality obligations, and a general release of claims by Dr. Raben.
In addition, Dr. Raben entered into a consulting agreement, or the Consulting Agreement, with us, pursuant to which Dr. Raben now serves as a Senior Executive Advisor to the Company. The Consulting Agreement was effective as of the Transition Date and ends on December 31, 2026, unless terminated at an earlier date by Dr. Raben or by us. Dr. Raben will be compensated at a monthly rate of $8,000 for his services under the Consulting Agreement or an amount pro-rated in any month wherein the consulting relationship with us has been terminated, and his existing equity grants will continue to vest pursuant to the terms of the underlying award agreements and the applicable equity plan so long as he has a service relationship with us under the Consulting Agreement. The Consulting Agreement also contains non-disclosure and non-competition covenants.
The foregoing summaries of the Separation Agreement and Consulting Agreement are not complete and are qualified in their entirety by the Separation Agreement and Consulting Agreement, copies of which we intend to file with the SEC as exhibits to our Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.
(c)
The following table describes for the three months ended March 31, 2026 each trading arrangement under which our directors or officers adopted, materially modified, orterminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
| Name (Title) | Action Taken (Date of Action) | Type of Trading Arrangements | Nature of Trading Arrangements | Duration of Trading Arrangement | Aggregate Number of Securities |
|---|---|---|---|---|---|
| Claire Mazumdar, Ph.D. (Chief Executive Officer and Director) | Adoption (March 31, 2026) | Rule 10b5-1 trading arrangement | Sale | Until the earlier of a) December 31, 2026; b) the first date on which all trades have been executed or all trading orders related to such trades have expired; and c) the date on which the plan holder gives notice to terminate the plan. | Up to 150,000 shares of common stock |
| Ryan Cohlhepp, Pharm.D. (President, Chief Operating Officer and Director) | Adoption (March 31, 2026) | Rule 10b5-1 trading arrangement | Sale | Until the earlier of a) March 1, 2027; b) the first date on which all trades have been executed or all trading orders related to such trades have expired; and c) the date on which the plan holder gives notice to terminate the plan. | Up to 180,000 shares of common stock |
| Ivan Hyep (Chief Financial Officer and Treasurer ) | Adoption (March 31, 2026) | Rule 10b5-1 trading arrangement | Sale | Until the earlier of a) July 8, 2027; b) the first date on which all trades have been executed or all trading orders related to such trades have expired; and c) the date on which the plan holder gives notice to terminate the plan. | Up to 205,000 shares of common stock |
| Lara Meisner (Chief Legal Officer, Compliance Officer and Corporate Secretary) | Adoption (March 31, 2026) | Rule 10b5-1 trading arrangement | Sale | Until the earlier of a) July 3, 2027; b) the first date on which all trades have been executed or all trading orders related to such trades have expired; and c) the date on which the plan holder gives notice to terminate the plan. | Up to 173,789 shares of common stock |
|---|---|---|---|---|---|
| David Raben, M.D. (former Chief Medical Officer) | Adoption (March 31, 2026) | Rule 10b5-1 trading arrangement | Sale | Until the earlier of a) July 1, 2027; b) the first date on which all trades have been executed or all trading orders related to such trades have expired; and c) the date on which the plan holder gives notice to terminate the plan. | Up to 104,000 shares of common stock |
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