89bio Inc美股招股说明书(2025-01-27版)

Filed pursuant to Rule 424(b)(5)Registration No. 333-272144 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminaryprospectus supplement and the accompanying prospectus are not an offer to sell these securities, and are notsoliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. Subject to CompletionPreliminary Prospectus Supplement dated January 27, 2025 PROSPECTUS SUPPLEMENT(To Prospectus dated May 23, 2023) Common Stock Pre-funded Warrants to Purchase Shares of Common Stock We are offering shares of our common stock, par value $0.001 per share, or, in lieu of commonstock to certain investors that so choose, pre-funded warrants to purchase shares of our commonstock, pursuant to this prospectus supplement and the accompanying prospectus. The purchaseprice of each pre-funded warrant will equal the price per share at which shares of our commonstock are being sold to the public in this offering, minus $0.001, the exercise price of each pre-funded warrant. The public offering price for each share of common stock is $. We are alsooffering the shares of our common stock that are issuable from time to time upon exercise of thepre-funded warrants. There is no established public trading market for the pre-funded warrants, and we do not expect amarket to develop. We do not intend to apply for listing of the pre-funded warrants on TheNasdaq Global Market or any securities exchange or nationally recognized trading system.Without an active trading market, the liquidity of the pre-funded warrants will be limited. Our common stock trades on The Nasdaq Global Market under the symbol “ETNB.” On January27, 2025, the last reported sale price for our common stock on The Nasdaq Global Market was$9.00 per share. Investing in our securities involves a high degree of risk. See “Risk Factors”beginning on page S-5 of this prospectus supplement and page 5 of theaccompanying prospectus, as well as the section captioned “Risk Factors” inour most recently filed annual report on Form 10-K and any subsequentreport we file with the U.S. Securities and Exchange Commission, which areincorporated by reference in this prospectus supplement. (1)See the section of this prospectus supplement entitled “Underwriting” for a description of thecompensation payable to the underwriters. We have granted the underwriters an option to purchase up to $37,500,000 of additional shares ofour common stock, at the public offering price, less the underwriting discount, for 30 days afterthe date of this prospectus supplement. Neither the Securities and Exchange Commission nor any state or foreign securitiescommission or regulatory authority has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock and pre-funded warrants beingoffered hereby to purchasers on or about, 2025. BofA SecuritiesCantor, 2025 The date of this prospectus supplement is Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-5CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTSS-9USE OF PROCEEDSS-11DILUTIONS-12CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-14DESCRIPTION OF SECURITIES WE ARE OFFERINGS-18 UNDERWRITINGS-20LEGAL MATTERSS-29EXPERTSS-29WHERE YOU CAN FIND MORE INFORMATIONS-30INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-31 Prospectus ABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS2THE COMPANY4RISK FACTORS5USE OF PROCEEDS6SECURITIES WE MAY OFFER7DESCRIPTION OF SECURITIES8SELLING STOCKHOLDERS18PLAN OF DISTRIBUTION19LEGAL MATTERS21EXPERTS21WHERE YOU CAN FIND MORE INFORMATION22INCORPORATION OF CERTAIN INFORMATION BY REFERENCE23 We are responsible for the information contained and incorporated by reference in this prospectus supplement, theaccompanying prospectus and in any free writing prospectus that we have authorized for use in connection with thisoffering. We and the underwriters have not authorized anyone to give you any other information, and we and theunderwriters take no responsibility for any other information that others may give you. We and the underwriters arenot making offers to sell the securities in any jurisdiction in which an offer or solicitation is not authorized orpermitted or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it isunlawful to make an offer or solicitation. The information contained and incorporated by reference in this prospectussupplement, the accompanying prospectus and any free writing prospectus that we and the underwriters haveauthorized for use in connection with this offering speaks only as of the date of this d