Vincerx Pharma Inc美股招股说明书(2025-01-21版)

Vincerx Pharma, Inc. Up to $30,000,000Common Stock We have entered into a sales agreement, dated January 21, 2025 (the “Sales Agreement”), with H.C. Wainwright &Co., LLC (“Wainwright”) relating to our common stock, $0.0001 par value per share (“Common Stock”), offered bythis prospectus and the accompanying prospectus. In accordance with the terms of the Sales Agreement, from timeto time we may offer and sell our Common Stock having an aggregate gross sales price of up to $30,000,000through Wainwright, acting as sales agent or principal, pursuant to this prospectus supplement and theaccompanying prospectus. Our Common Stock is traded on the Nasdaq Capital Market under the symbol “VINC.” On January 17, 2025, thelast reported sale price of our Common Stock as reported on the Nasdaq Capital Market was $0.1523 per share. Sales of our Common Stock, if any, under this prospectus supplement and the accompanying prospectus may bemade in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under theSecurities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NasdaqCapital Market, the existing trading market for our Common Stock, sales made to or through a market maker otherthan on an exchange or otherwise, directly to the agent as principal, in negotiated transactions at market pricesprevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other methodpermitted by law. Subject to terms of the Sales Agreement, Wainwright is not required to sell any specific number ordollar amount of our Common Stock but will act as our sales agent using commercially reasonable efforts consistentwith its normal trading and sales practices, on mutually agreed terms between Wainwright and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. Wainwright will be entitled to a commission equal to 3.0% of the gross sales price per share sold under the SalesAgreement. In connection with the sale of our Common Stock on our behalf, Wainwright may be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of Wainwright may be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contributions toWainwright against certain civil liabilities, including liabilities under the Securities Act or the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning on page S-18 for additionalinformation regarding the compensation to be paid to Wainwright. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securitieslaws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectussupplement and may elect to do so in future filings. Investing in our Common Stock involves a high degree of risk. You should review carefullythe risks and uncertainties described under the heading “Risk Factors” beginning on pageS-8 of this prospectus supplement, and under similar headings in the documents that areincorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement and the accompanyingprospectus are truthful or complete. Any representation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is January 21, 2025 Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT USE OF PROCEEDS PLAN OF DISTRIBUTION LEGAL MATTERS20 WHERE YOU CAN FIND MORE INFORMATION PROSPECTUSABOUT THIS PROSPECTUS1RISK FACTORS2VINCERX PHARMA, INC.3FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6DESCRIPTION OF DEBT SECURITIES7DESCRIPTION OF CAPITAL STOCK13DESCRIPTION OF DEPOSITARY SHARES17DESCRIPTION OF WARRANTS19DESCRIPTION OF RIGHTS22FORMS OF SECURITIES23PLAN OF DISTRIBUTION25LEGAL MATTERS27EXPERTS27WHERE YOU CAN FIND MORE INFORMATION27 Table of Contents This prospectus supplement and the accompanying prospectus relate to an offering of our Common Stock. Beforebuying any of the shares of Common Stock that we are offering, we urge you to carefully read this prospectussupplement and the accompanying prospectus, together with the information incorporated by reference herein andtherein as described under the heading “Where You Can Find More Information” in this prospectus supplement.These documents contain important information that you should consider when making your investment decision.Unless the context otherwise requires, references to “Vincerx Pharma,” “Vincerx,” “we,” “us,” “our,” “ourCompany,” “the Company” and “our business” refer to Vincerx Pharma, Inc. (f/k/a Vincera Pharma, Inc. f/k/aLifeSci Acquisition Corp.) and its consolid