Bicara Therapeutics Inc.

Our common stock trades on The Nasdaq Global Market under the symbol BCAX and has been publicly traded since September 13, 2024. Prior to this time, there was no public market for our common stock.

Holders

As of March 24, 2025, we had approximately 51 holders of record of our common stock. This number does not include beneficial owners whose shares were held by nominees in street name. The actual number of holders of our common stock is greater than the number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Dividends

We have never declared or paid any cash dividends on our common shares. We do not currently expect to pay any cash dividends on our common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, for the future operation and expansion of our business and the repayment of debt or repurchase of common stock. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant.

Issuer Purchases of Equity Securities

We did not purchase any of our registered equity securities during the period covered by this Annual Report.

Equity Compensation Plans

The information required by this item will be set forth in our 2025 Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

Recent Sales of Unregistered Securities

Set forth below is information regarding stock options granted by us and exercised during the period covered by this Annual Report on Form 10-K that were not registered under the Securities Act of 1933, as amended, or the Securities Act. Included is the consideration, if any, we received for such shares and options and information relating to the section of the Securities Act under which exemption from registration was claimed.

From January 1, 2024 to the closing of our initial public offering, or IPO, on September 13, 2024, we granted options to purchase an aggregate of 3,478,100 shares of common stock, with exercise prices ranging from $5.45 to $9.24 per share, to directors, employees and consultants pursuant to our 2019 Stock Option and Grant Plan, as amended, or 2019 Plan. During such period, 380,630 shares of common stock were issued for gross proceeds of $15.1 million upon the exercise of stock options pursuant to the 2019 Plan.

No underwriters were involved in the foregoing issuances of securities. The issuances of the securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering or Rule 701 promulgated under the Securities Act as transactions pursuant to compensatory benefit plans. All recipients either received adequate information about us or had access, through employment or other relationships, to such information. On September 13, 2024, we filed a registration statement on Form S-8 under the Securities Act to register all of the shares of our common stock subject to outstanding options and all shares of our common stock otherwise issuable pursuant to our equity compensation plans.

Use of Proceeds from Initial Public Offering of Common Stock

On September 12, 2024, our Registration Statement on Form S-1, as amended (File No. 333-281722), or the Registration Statement, filed in connection with our IPO was declared effective by the SEC. Morgan Stanley & Co. LLC, TD Securities (USA) LLC, Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company acted as representatives of the underwriters for this offering. On September 13, 2024, we completed our September 2024 public offering whereby we sold 20,125,000 shares of common stock at a public offering price of $18.00 per share, before underwriting discounts and expenses. The aggregate net proceeds received by us from the offering were $336.9 million, after deducting the underwriting discounts and commissions but before deducting offering costs payable by us of $4.5 million. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.

As of December 31, 2024, none of the net proceeds have been used. The Company is in the clinical testing phase and is planning to utilize the proceeds for this process in future years.

The offering terminated after the sale of all securities registered pursuant to the Registration Statement. There has been no material change in the expected use of the net proceeds from our IPO as described in the final prospectus dated September 12, 2024 and filed with the SEC on September 13, 2024, pursuant to Rule 424(b)(4) (File No. 333-281722) of the Securities Act.