BCIP Life Sciences Associates, LP 4
4 · RAPID MICRO BIOSYSTEMS, INC. · Filed May 22, 2026
Research Summary
AI-generated summary of this filing
Rapid Micro (RPID) 10% Owner Bain Capital Buys Pre-Funded Warrants
What Happened
Bain Capital Life Sciences Investors, LLC (part of the Bain Capital Life Sciences entities and a reported ~10% owner) purchased a pre‑funded warrant and accompanying Series A and Series B warrants, each exercisable for 1,463,000 shares of Rapid Micro Biosystems, Inc. (RPID). Each instrument was purchased for $1.945 on May 20, 2026; the three purchases together cost approximately $8.54 million. The filings are coded P (purchase), i.e., an acquisition of derivative instruments rather than an outright purchase of common stock.
Key Details
- Transaction date: May 20, 2026; Form 4 filed May 22, 2026 (filed timely).
- Instrument and size: Pre‑Funded Warrant (1,463,000 shares) + Series A Warrant (1,463,000) + Series B Warrant (1,463,000).
- Price paid: $1.945 per instrument; ~ $2.845535M per instrument; total ~ $8.5366M.
- Shares owned after transaction (direct holdings): Bain Capital Life Sciences Fund, L.P. (7,651,369) + BCIP Life Sciences Associates, LP (783,191) = 8,434,560 shares reported as held directly (footnote disclosure). The purchased warrants are derivative holdings that could convert into additional shares if exercised.
- Notable footnotes: Pre‑Funded Warrant does not expire. Exercise of the warrants is subject to a 9.99% beneficial‑ownership cap — the warrants cannot be exercised to the extent doing so would push the holder (with affiliates) above 9.99% of outstanding Class A common stock. Series A/B warrants may be exercisable for shares (or pre‑funded warrants in lieu thereof).
- Transaction code: P = Purchase (institutional acquisition, not an insider executive sale).
Context
This was an institutional, derivative purchase by a 10% shareholder group (Bain Capital Life Sciences entities). Because these are warrants/pre‑funded warrants rather than immediate common‑stock purchases, they do not increase voting shares until exercised and are subject to the stated ownership cap. Purchases by large institutional holders can signal planned future exposure, but they differ from an executive buying common stock directly.
Insider Transaction Report
- Purchase
Pre-Funded Warrant (right to buy)
[F1][F2][F3][F6]2026-05-20+1,463,000→ 1,463,000 total(indirect: See footnotes)Exercise: $0.01From: 2026-05-20→ Class A Common Stock (1,463,000 underlying) - Purchase
Series A Warrant (right to buy)
[F1][F2][F6]2026-05-20+1,463,000→ 1,463,000 total(indirect: See footnotes)Exercise: $1.96From: 2026-11-20Exp: 2027-05-20→ Class A Common Stock (1,463,000 underlying) - Purchase
Series B Warrant (right to buy)
[F1][F2][F6]2026-05-20+1,463,000→ 1,463,000 total(indirect: See footnotes)Exercise: $2.34From: 2026-11-20Exp: 2031-05-20→ Class A Common Stock (1,463,000 underlying)
- 8,434,560(indirect: See footnotes)
Class A Common Stock
[F4][F5][F6]
Footnotes (6)
- [F4]Represents 7,651,369 shares of the Issuer's Class A Common Stock held directly by Bain Capital Life Sciences Fund, L.P. ("BCLS Fund I") and 783,191 shares of the Issuer's Class A Common Stock held directly by BCIP Life Sciences Associates, LP ("BCIPLS," and together with BCLS Fund I and BCLS I Investco, the "Bain Capital Life Sciences Entities").
- [F1]On May 20, 2026, BCLS I Investco, LP ("BCLS I Investco") purchased, in an underwritten public offering, a Pre-Funded Warrant to purchase 1,463,000 shares of the Issuer's Class A Common Stock, as well as an accompanying Series A Warrant to purchase 1,463,000 shares of the Issuer's Class A Common Stock (or pre-funded warrants in lieu thereof) and an accompanying Series B Warrant to purchase 1,463,000 shares of the Issuer's Class A Common Stock (or pre-funded warrants in lieu thereof). The purchase price of each pre-funded warrant and accompanying Series A Warrant and Series B Warrant was $1.945.
- [F2]The Pre-Funded Warrant, Series A Warrant and Series B Warrant cannot be exercised for shares of the Issuer's Class A Common Stock if, as a result of such exercise, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated for purposes of Section 13(d) of the Act, would beneficially own more than 9.99% of the total number of shares of the Issuer's Class A Common Stock then outstanding immediately following such exercise.
- [F3]The Pre-Funded Warrant does not expire.
- [F5]Bain Capital Life Sciences Partners, LP ("BCLSP") is the general partner of BCLS Fund I. As a result, BCLSP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund I. BCLSP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- [F6]Bain Capital Life Sciences Investors, LLC ("BCLSI") is the general partner of each of BCLSP and BCLS I Investco and governs the investment strategy and decision-making process with respect to investments held by BCIPLS. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities. BCLSI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.