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Braveheart Bio, Inc.

Filed Jul 15, 2026.

View on SEC.gov

About this filing

A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.

period unavailable · Filed Jul 15, 2026

BRVE$18.60+6.8%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

CAPITALIZATION

The following table sets forth our cash and cash equivalents and total capitalization as of March 31, 2026:

on an actual basis;

on a pro forma basis, giving effect to (i) the automatic conversion of all outstanding shares of preferred stock into an aggregate of shares of common stock immediately prior to the completion of this offering and (ii) the filing and effectiveness of our second amended and restated certificate of incorporation, which will occur immediately prior to the completion of this offering; and

on a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above and (ii) the issuance and sale of shares of common stock in this offering at the assumed initial public offering price of $ per share, the midpoint of the estimated offering price range listed on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

You should read this information in conjunction with our audited financial statements and the related notes included elsewhere in this prospectus and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As of March 31, 2026,(unaudited)
Actual · Pro Forma · Pro Forma As Adjusted(1)
(in thousands, except share and per share data)
Cash and cash equivalents$80,576$$
Series A preferred stock, par value $0.0001 per share; 185,000,000 shares authorized, 125,000,000 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted124,210——
Non-voting Series A preferred stock, par value $0.0001 per share; 32,500,000 shares authorized, 32,500,000 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted25,675
Stockholders’ (deficit) equity:
Preferred stock, par value $0.0001 per share; no shares authorized, issued or outstanding, actual; shares authorized, shares issued and outstanding, pro forma and pro forma as adjusted———
Common stock, par value $0.0001 per share; 335,500,000 shares authorized, 69,834,542 voting shares issued and 30,484,968 voting shares outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted3
Additional paid-in capital1,937
Accumulated deficit(80,332)
As of March 31, 2026,(unaudited)
Actual · Pro Forma · Pro Forma As Adjusted(1)
(in thousands, except share and per share data)
Total stockholders’ (deficit) equity(78,392)
Total capitalization$71,493

(1)Each $1.00 increase or decrease, as applicable, in the assumed initial public offering price of $ per share, the midpoint of the estimated offering price range listed on the cover page of this prospectus for this offering, would increase or decrease, as applicable, the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by $ million, assuming that the number of shares offered by us in this offering remains the same and after deducting underwriting discounts and commissions fees and estimated offering expenses payable by us. Similarly, each increase or decrease, as applicable, of 1.0 million shares in the number of shares of common stock offered by us at the assumed initial public offering price per share, the midpoint of the estimated offering price range listed on the cover page of this prospectus in this offering, would increase or decrease, as applicable, the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by $ million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The number of shares of common stock that will be outstanding after this offering on a pro forma and pro forma as adjusted basis is based on 227,334,542 shares of common stock (which includes 39,349,574 shares of unvested restricted common stock) outstanding as of March 31, 2026, after giving effect to the automatic conversion of all outstanding shares of our preferred stock into the aggregate of 157,500,000 shares of common stock immediately prior to the completion of this offering, and excludes:

60,000,000 shares of Series A preferred stock issued and sold after March 31, 2026, pursuant to the Series A Preferred Stock Purchase Agreement, with a purchase price of $1.00 per share;

6,820,000 shares of common stock issuable upon exercise of outstanding stock options as of March 31, 2026, under our 2025 Stock Option and Grant Plan, as amended (“2025 Plan”), with a weighted average exercise price of $0.33 per share;

4,435,000 shares of common stock issuable upon exercise of outstanding stock options granted after March 31, 2026, pursuant to our 2025 Plan, with a weighted average exercise price of $0.70 per share;

2,163,637 shares of common stock reserved for future issuance as of March 31, 2026, under the 2025 Plan, which will cease to be available for issuance at the time that our 2026 Stock Option and Incentive Plan (“2026 Plan”) becomes effective;

shares of common stock reserved for future issuance under our ESPP, which will become effective on the date immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, as well as any automatic increases in the number of shares of common stock reserved for future issuance under the ESPP; and

shares of our common stock that will become available for future issuance under our 2026 Plan, which will become effective on the date immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, as well as any automatic increases in the number of shares of common stock reserved for future issuance under the 2026 Plan and any shares underlying outstanding stock awards granted under the 2025 Plan that expire or are repurchased, forfeited, cancelled or withheld.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.