Bicara Therapeutics美股招股说明书（2026年2月26日版）

PROSPECTUS SUPPLEMENT(To Prospectus Dated November26, 2025) 7,175,000 Shares of Common StockPre-Funded Warrants to Purchase up to 2,200,000 Shares of Common Stock We are offering 7,175,000 shares of our common stock, par value $0.0001 per share, and, in lieu of common stock to certain investors that sochoose, pre-funded warrants to purchase 2,200,000 shares of common stock, in this offering. Our common stock is listed on The Nasdaq Global Market under the symbol “BCAX.” On February 23, 2026, the closing sale price of our commonstock on The Nasdaq Global Market was $16.40 per share. There is no established public trading market for the pre-funded warrants, and we do notexpect a market to develop. We do not intend to list the pre-funded warrants on The Nasdaq Global Market or any other national securities exchange We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, we have elected tocomply with certain reduced public company reporting requirements for this prospectus and for future filings. See “Prospectus Supplement (1)See the section of this prospectus supplement entitled “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 1,406,250 shares of our common stock from us at the public offeringprice, less underwriting discounts and commissions, within 30days from the date of this prospectus supplement. If the underwriters exercise theoption in full, the total underwriting discounts and commissions payable by us will be $10,350,000 and the total proceeds to us, before expenses, will Investing in our common stock or pre-funded warrants involves a high degree of risk. See “Risk Factors” beginning onpage S-8 of this prospectus supplement and under similar headings in the other documents that are incorporated byreference into this prospectus supplement and the accompanying prospectus concerning factors you should consider before Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed uponthe adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock and pre-funded warrants against payment on or about February 26, 2026. PROSPECTUS SUPPLEMENT PageS-iiS-ivS-1S-8S-11S-12DESCRIPTION OF PRE-FUNDED WARRANTSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BYREFERENCE PROSPECTUS ABOUT THIS PROSPECTUS RISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING Table of Contents ABOUT THIS PROSPECTUS This prospectus supplement is part of a “shelf” registration statement on Form S-3 that we filed with the U.S. Securities and ExchangeCommission (the “SEC”) and is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of shares ofcommon stock and pre-funded warrants and also adds to and updates information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus dated Before buying any of the shares of our common stock or pre-funded warrants offered hereby, we urge you to read carefully this prospectussupplement and the accompanying prospectus and all of the information incorporated by reference herein and therein, as well as the additionalinformation described below under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”These documents contain important information that you should consider when making your investment decision. To the extent there is a conflictbetween the information contained in this prospectus supplement, on the one hand, and the information contained in any document incorporated by We have not, and the underwriters have not, authorized anyone to provide you with information other than the information that we have providedor incorporated by reference in this prospectus supplement or the accompanying prospectus and your reliance on any unauthorized information orrepresentation is at your own risk. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. This prospectus supplement may be used only in jurisdictions where offers and sales of these securities are We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that isincorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose ofallocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty