Monopar Therapeutics Inc美股招股说明书(2025-01-27版)

Common Stock Offered by the Selling Stockholder This prospectus relates to the resale from time to time of up to 882,761 shares of our common stock, parvalue $0.001 per share (the “Common Stock”), issuable upon the exercise of 882,761 outstanding pre-fundedwarrants to purchase shares of our Common Stock held by the selling stockholder identified in this prospectus(the “Selling Stockholder”), and which were issued by us in a private placement on December 23, 2024. We have agreed, pursuant to an agreement that we are party to with the Selling Stockholder, to bear allof the registration expenses incurred in connection with the registration of these shares of Common Stock. TheSelling Stockholder will pay any discounts, commissions and similar expenses, if any, incurred for the sale ofthese shares of our Common Stock. The Selling Stockholder, or its pledgees, assignees, donees, transferees or successors-in-interest, mayoffer the shares from time to time on terms to be determined at the time of sale through ordinary brokeragetransactions or through any other means described in this prospectus under the caption “Plan of Distribution.”The shares may be sold at fixed prices, at prevailing market prices, at prices related to prevailing market pricesor at negotiated prices. For more information on the Selling Stockholder, see the section entitled “SellingStockholder” on page 8. We may amend or supplement this prospectus from time to time by filing amendments or supplementsas required. You should read the entire prospectus and any amendments or supplements carefully before youmake your investment decision. Our Common Stock is traded on the Nasdaq Capital Market under the symbol “MNPR.” On January 24,2025, the last reported sale price of our Common Stock was $41.46 per share. Investing in our Common Stock involves a high degree of risk. You should carefully read andconsider the section entitled“Risk Factors”on page 4 and the risk factors included in our periodic reportsfiled with the Securities and Exchange Commission (“SEC”), in any applicable prospectus supplement and inany other documents we file with the SEC. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATESECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES ORDETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATIONTO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is January 27, 2025. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS We urge you to read carefully this prospectus, together with the information incorporated herein byreference as described under the heading “Where You Can Find Additional Information,” before buying any ofthe securities being offered. You should rely only on the information contained or incorporated by reference in this prospectus and anyapplicable prospectus supplement or in any amendment to this prospectus. Neither we nor the SellingStockholder have authorized anyone to provide you with different information, and if anyone provides, or hasprovided you, with different or inconsistent information, you should not rely on it. The Selling Stockholder isoffering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers andsales are permitted. The information contained in this prospectus, as well as the information filed previously withthe Securities and Exchange Commission (the “SEC”), and incorporated herein by reference, is accurate only asof the date of the document containing the information, regardless of the time of delivery of this prospectus orany applicable prospectus supplement or any sale of our Common Stock. A prospectus supplement may add to, update or change the information contained in this prospectus. Inaddition, documents filed after the date hereof that are deemed incorporated by reference herein may modify andsupersede the information in this prospectus. You should read both this prospectus and any applicable prospectussupplement together with additional information described below under the heading “Where You Can FindAdditional Information” and “Incorporation of Certain Documents By Reference.” In this prospectus, references to “Monopar,” “Monopar Therapeutics,” the “Company,” the “registrant,”“we,” “us,” and “our” refer to Monopar Therapeutics Inc., a Delaware corporation. The phrase “this prospectus”refers to this prospectus and any applicable prospectus supplement, unless the context requires otherwise. PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and in the documentswe incorporate by reference. This summary does not contain all of the information you shou