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

Filed Pursuant to Rule 424(b)(5)Registration Statement No. 333-279338 The information in this preliminary prospectus supplement is not complete and may be changed.A registration statement relating to these securities has been filed with the Securities andExchange Commission and is effective. This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell these securities and we are not soliciting anoffer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated January 27, 2025 Preliminary prospectus supplement(To prospectus dated May 10, 2024) $300,000,000 Common stock We are offering $300.0 million of shares of our common stock. Our common stock is listed on The Nasdaq Global Select Market under thesymbol “AKRO”. On January 23, 2025, the last reported sale price of ourcommon stock was $26.16 per share. We have granted the underwriters an option for a period of 30 days to purchaseup to $45.0 million of additional shares of our common stock. Investing in our common stock involves a high degree of risks. See “Riskfactors” beginning on page S-7 of this prospectus supplement. Neither the Securities and Exchange Commission nor any otherregulatory body has approved or disapproved of these securities orpassed on the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver shares of common stock to purchasers on orabout, 2025. Morgan Stanley J.P. Morgan Jefferies , 2025 Table of Contents Table of contentsProspectus supplement About this prospectus supplement Prospectus supplement summary Material U.S. federal income tax considerations for non-U.S. holders Underwriting Legal matters Experts Where you can find more information Incorporation by referenceS-37 Prospectus About this prospectus1Cautionary statement regarding forward-looking statements2Risk factors4About the company5Use of proceeds7Securities we may offer8Description of capital stock9Description of debt securities13Description of warrants19Description of units20Plan of distribution23Legal matters26Experts26Where you can find more information27Incorporation by reference28 Table of Contents About this prospectus supplement This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering of common stock and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplementand the accompanying prospectus. The second part is the accompanying prospectus dated May 10,2024, included in our registration statement on Form S-3ASR (File No. 333-279338), along with thedocuments incorporated by reference, which provides more general information, some of which may notapply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. To the extent there is a conflict between the information contained in this prospectus supplement, on theone hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission (the “SEC”),before the date of this prospectus supplement, on the other hand, you should rely on the informationcontained in this prospectus supplement. If any statement in one of these documents is inconsistent witha statement in another document having a later date—for example, a document incorporated byreference in the accompanying prospectus—the statement in the document having the later date modifiesor supersedes the earlier statement. This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statementthat we filed with the SEC. Under the shelf registration process, we may offer from time to time varioussecurities, of which this offering of shares of our common stock is a part. Such registration statement alsoincludes exhibits that provide more detail on the matters discussed in this prospectus supplement and theaccompanying prospectus. You should read this prospectus supplement, the accompanying prospectus,including the information incorporated by reference, the exhibits filed with the SEC, and any free writingprospectus that we have authorized for use in connection with this offering, in their entirety before makingan investment decision. You should rely only on the information contained or incorporated by reference in this prospectussupplement and the accompanying prospectus, along with the information contained in any free writingprospectus that we have authorized for use in connection with this offering. We have not, and theunderwriters have not, authorized anyone to provide you with different or additional information. If anyoneprovides you with different or inconsistent information, you should not rely on it. We and the u