Beta Bionics Inc美股招股说明书(2025-01-31版)

Common Stock This is the initial public offering of shares of common stock of Beta Bionics, Inc. We are selling 12,000,000 sharesof our common stock, and the underwriters have an option for a period of 30 days to purchase up to an additional1,800,000 shares, consisting of 475,000 shares from us and 1,325,000 shares from the selling stockholders identifiedin this prospectus, in each case at the initial public offering price less the underwriting discounts and commissions.We will not receive any proceeds from the sale of shares by the selling stockholders. Prior to this offering, there has been no public market for our common stock. The initial public offering price for ourcommon stock is $17.00 per share. Our common stock has been approved for listing on the Nasdaq Global Market(Nasdaq) under the symbol “BBNX.” We are an “emerging growth company” and a “smaller reporting company” under the federal securities lawsand are subject to reduced public company disclosure standards. See the section titled “ProspectusSummary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in the common stock involves risks that are described in the section titled ‘‘Risk Factors’’ beginningon page 24 of this prospectus. (1)See the section titled “Underwriting” for additional information regarding compensation payable to theunderwriters. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. We have entered into a Common Stock Purchase Agreement, dated January 21, 2025, with Wellington HadleyHarbor Aggregator IV, L.P. (Wellington), an existing stockholder (the Purchase Agreement). Pursuant to thePurchase Agreement, Wellington has agreed to purchase and we have agreed to sell 1,000,000 shares of ourcommon stock (the Private Placement Shares) in a concurrent private placement exempt from the registrationrequirements of the Securities Act of 1933, as amended, at a per share price equal to the initial public offering price.The private placement would close concurrently with, and be contingent and conditioned upon consummation of,this offering. However, this offering is not contingent on the consummation of the concurrent private placement. The underwriters have agreed to act as placement agents in connection with the concurrent private placement and willreceive a placement agent fee equal to 7.0% of the total purchase price of the Private Placement Shares. The underwriters expect to deliver the shares of common stock to purchasers on or about January 31, 2025. Piper SandlerStifel BofA Securities Lake Street The date of this prospectus is January 29, 2025. Table of Contents TABLE OF CONTENTS PageProspectus Summary1Risk Factors24Special Note Regarding Forward-Looking Statements95Market, Industry and Other Data97Dividend Policy98Use of Proceeds99Capitalization100Dilution103Management’s Discussion and Analysis of Financial Condition and Results of Operations107Business138Management203Executive and Director Compensation213Certain Relationships and Related Party Transactions230Principal and Selling Stockholders236Description of Capital Stock240Shares Eligible for Future Sale247Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock250Underwriting254Legal Matters264Experts264Where You Can Find More Information264Index to Financial StatementsF-1 Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with anyinformation or to make any representations other than those contained in this prospectus, any amendment orsupplement to this prospectus or in any free writing prospectus we may authorize to be delivered or made availableto you. Neither we, the selling stockholders nor the underwriters take responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. We, the selling stockholders andthe underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictionswhere offers and sales are permitted. The information contained in this prospectus is accurate only as of the date onthe front cover of this prospectus, or other earlier date stated in this prospectus, regardless of the time of delivery ofthis prospectus or any sale of shares of our common stock. Our business, financial condition, results of operationsand prospects may have changed since that date. For investors outside of the United States: neither we, the selling stockholders nor the underwriters have doneanything that would permit this offering or possession or distribution of this prospectus in any jurisdiction whereaction for that purpose is required, other than in the United States. Persons outside the United States who come intopossession of this prospectus must inform th