Amendment: SEC Form SCHEDULE 13G/A filed by Biomea Fusion Inc.
$BMEA
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)
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Biomea Fusion, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
09077A106 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 09077A106 |
| 1 | Names of Reporting Persons
Rainer M. Erdtmann | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,975,224.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 09077A106 |
| 1 | Names of Reporting Persons
Point Sur Investors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
480,790.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 09077A106 |
| 1 | Names of Reporting Persons
Point Sur Investors Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,470.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Biomea Fusion, Inc. |
| (b) | Address of issuer's principal executive offices:
1599 Industrial Road, San Carlos, CA 94070 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of Biomea Fusion, Inc. (the "Company"), par value $0.0001 per share (the "Shares").
(i) Rainer M. Erdtmann, a citizen of the United States of America;
(ii) Point Sur Investors, LLC, a Delaware limited liability company ("Point Sur LLC") ; and
(iii) Point Sur Investors Fund I, L.P., a Delaware limited partnership ("Point Sur Investors Fund").
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| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of Rainer M. Erdtmann is c/o Biomea Fusion, Inc., 1599 Industrial Road, San Carlos, CA 94070.
The address of the principal business office of Point Sur LLC and Point Sur Investors Fund is 1073 Arlington Blvd., El Cerrito, CA 94530.
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| (c) | Citizenship:
See Item 2(a) above. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value |
| (e) | CUSIP No.:
09077A106 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Rainer M. Erdtmann may be deemed to beneficially own 2,494,434 Shares, consisting of: (i) 482,404 Shares issuable upon the exercise of stock options exercisable within 60 days held directly by Rainer M. Erdtmann, (ii) 643,027 shares held directly by Rainer M. Erdtmann, (iii) an aggregate of 59,400 Shares held by the children of Rainer M. Erdtmann, (iv) 174,614 Shares held by a trust with an independent trustee ("Trust 1"); and (v) 1,134,989 Shares held by a separate trust with an independent trustee ("Trust 2").
Point Sur Investors Fund directly holds 228,470 Shares.
Point Sur LLC directly holds 252,320 Shares.
Point Sur LLC is the General Partner of Point Sur Investors Fund. Rainer M. Erdtmann is a managing member of Point Sur LLC and, as such, Mr. Erdtmann has shared voting and dispositive power over the Shares held by both Point Sur Investors Fund and Point Sur LLC.
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| (b) | Percent of class:
The percent of class of the outstanding Shares beneficially owned by the Reporting Persons in Item 4(a) are based on (i) 57,022,250 Shares outstanding as of the completion of the offering of the Shares referred to in the Company's Prospectus Supplement (to the Prospectus dated October 24, 2022, Registration No. 333-267884), filed on June 18, 2025 and (ii) 482,404 Shares issuable within 60 days after June 30, 2025 upon the exercise of options held directly by Rainer M. Erdtmann, which have been added to the Shares reported as outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934. |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| (ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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| (iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| (iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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