The entry of Banco Master as a shareholder of the pharmaceutical company Biomm , in February 2024, through the asset manager WNT, brought a sudden change in the level of trading of the company's shares, listed on the B3 since 2014. The volume skyrocketed in the following months, with the company's own board of directors playing a significant role in the trading.
The company is embroiled in controversy over the need to sell the 25.86% stake held by the Cartago fund (which will replace WNT in July 2025), officially owned by Daniel Vorcaro 's bank, which was liquidated following a decision by the Central Bank on November 18 of this year.
From April 2024 to November 2025, the company's board of directors carried out 1,780 share sale transactions for Biomm, totaling R$ 68.9 million, according to data from the Securities and Exchange Commission (CVM) compiled by NeoFeed . This amount alone is 231% greater than the total volume traded in 2023, the year before Master's entry.
The period when the changes began also coincided with the change in board members in April 2024. The slate, elected two months after Master became the company's largest shareholder, marked the entry of Pedro Augusto Mesquita Prado, Marcio Pochmann (current president of IBGE), and Laura Gomes Castanheira.
In addition to them, the company's board includes André Capistrano Emrich, Walfrido dos Mares Guia Neto, Luiz Francisco Novelli Viana, Italo Aurélio Gaetani, Eduardo Augusto Buarque de Almeida, and Cláudio Luiz Lottenberg, the current president of the board at Biomm.
The activity intensified starting in May, when Biomm's shares reached R$ 21.20, the highest level in four years, after quadrupling in price compared to January levels, before Master's entry.
In April 2024, when the company announced it would license and distribute the semaglutide-based slimming pen after the patent expired, the stock price was R$15.29. However, the price was not sustained, and from October onwards, the pharmaceutical company's shares began trading between R$6 and R$10.
Despite the significant volume of transactions handled by the board in recent months, most sales were in small portions. Of the total number of trades, 32% of sales were made in single lots of 100 shares, 14.7% in the fractional market (with lots of less than 100 shares), and only 18.9% in lots larger than 1,000 shares. A total of 6.3 million shares were sold during this period.
Another characteristic of the sales was the price fluctuations within a single day. On June 18, 2024, for example, 29 stock sales were recorded by the board, with prices ranging from R$14 to R$14.49, a difference of 1 to 3 cents for each transaction. In total, on that day, the sum of the sales made by the board totaled R$221,600.
“It seems there’s some speculation going on, which could influence the stock price. This warrants a more detailed investigation,” a financial market expert told NeoFeed , speaking on condition of anonymity.
Among the atypical transactions, the buy and sell deals made by the board in September and November of this year also stood out, for more than double the price at which the shares were being traded on the B3 stock exchange that day. According to CVM (Brazilian Securities and Exchange Commission) documents, the board sold 75,251 shares at R$ 16.23 on November 12 – the day the stock hit a high of R$ 7.75.
The price was the same as that paid for the purchase of 156,500 and sale of 1.23 million shares by board members between September 10 and 15 (when the stock price ranged between R$ 7.38 and R$ 8.36).
“It’s very strange to sell the stock at double the price it’s trading at on the B3. It doesn’t make sense. There are governance rules that need to be followed. The CVM needs to investigate this,” says an expert consulted by NeoFeed .
As a buyer, the board reported 128 transactions, with 31% in lots exceeding 1,000 shares, 28.7% in single lots, and only one transaction in the fractional market. In total, 1.26 million shares were acquired for R$ 19.84 million.
The increased involvement of the board in negotiations was accompanied by a rise in the average trading volume of Biomm's shares. Throughout 2023, the shares traded at less than R$100,000 per day, with fewer than 100 trades per day. In 2024, the stock closed with an average daily volume above R$1 million for six months.
In June 2024, the month with the highest activity on the board, with 428 transactions, it was the period with the highest volume of business involving Biomm shares, with an average turnover of R$ 4.2 million per day.
Prohibited period
Of the nearly 2,000 buy and sell transactions made by the board, 27 occurred less than 15 days before the release of the financial statements, a period during which individuals linked to management or the board are prohibited from trading the company's own shares. These transactions were made before the financial statements for the second quarter of 2024 and the first and third quarters of 2025.
The CVM documents do not specify which members of Biomm's board traded the shares, but they state that at the end of November, the combined holdings of the nine board members amounted to 38.2 million shares and 4.27 million subscription warrants.
The volume of Biomm shares held by the company's board has seen a substantial increase since the reports from April of last year, when the three new members joined.
From one month to the next, this volume grew from 8.5 million shares and 524,700 subscription warrants to 37.3 million shares and 820,600 subscription warrants. No purchase or ownership orders were recorded that would justify the growth in the position.
Although the total amount exceeds any individual investor's stake, among the board members, only Biomm's founder, Walfrido Mares Guia Neto, appears as a significant investor in the company's documents, with 7.25 million shares. None of the new members appear on the list.
The amount, however, is close to that reported by the board when adding the shares of Mares Guia Neto to those held by the Cartago fund, owned by Master. According to the last reference form, dated November 26, Walfrido and Master together held 42.64 million shares of Biomm, while the board had reported 42.48 million shares, considering the subscription bonuses.
Since Master joined Biomm's group of relevant shareholders, the company has received four requests for clarification from the CVM (Brazilian Securities and Exchange Commission) regarding atypical trading. On all occasions, the company justified that, due to low liquidity, share prices are more sensitive and that buy and sell decisions by its shareholders may result in "unexpected volatility."
Contacted by NeoFeed , Biomm stated that "it has a widely dispersed shareholding structure, and stock trading is part of the normal dynamics of the stock exchange. Any and all relevant changes in the shareholding structure are disclosed to the market through Material Facts."
And it adds: “The company does not have access to the identity of investors in investment funds, and the identification of shareholders follows legislation and privacy regulations. The complete shareholder structure is available in the Reference Form at the CVM (Brazilian Securities and Exchange Commission) and on the company's Investor Relations website.”
Also contacted by NeoFeed , WNT stated that it “participated in the capital increase carried out by Biomm at the time and, for that reason, became a shareholder.” “It is worth noting that it did not nominate any member to the board or management. Subsequently, it left the fund's management and no longer holds any position or connection with the company.”
The CVM (Brazilian Securities and Exchange Commission) stated that it "monitors and analyzes information and developments within the Brazilian securities market, taking appropriate measures whenever necessary. The agency does not comment on specific cases."
On Wednesday, December 10th, Biomm's shares closed down 4.13% on the B3 stock exchange. Year-to-date, the company has depreciated by 13.27%. The pharmaceutical company is valued at R$ 1.22 billion. Therefore, Master's stake is worth R$ 315.4 million.
