野马生物美股招股说明书(2025-02-07版)

495,000 Shares of Common Stock 2,162,807 Pre-funded Warrants to Purchase up to 2,162,807 Shares of Common Stock 2,657,807 Series C-1 Warrants to Purchase up to 2,657,807 Shares of Common Stock2,657,807 Series C-2 Warrants to Purchase up to 2,657,807 Shares of Common Stock Placement Agent Warrants to Purchase up to 159,468 Shares of Common Stock Up to 7,637,889 Shares of Common Stock Issuable Upon Exercise ofthe Series C-1 Warrants, Series C-2 Warrants, Pre-funded Warrants and Placement Agent Warrants We are offering 495,000 shares of common stock, together with accompanying Series C-1 warrants (the “Series C-1Warrants”) to purchase up to 495,000 shares of common stock, and Series C-2 warrants (the “Series C-2 Warrants”and together with the Series C-1 Warrants, the “Warrants”) to purchase up to 495,000 shares of common stock,pursuant to this prospectus. The combined public offering price for each share of common stock, together with oneSeries C-1 Warrant and one Series C-2 Warrant, each to purchase one share of common stock, is $3.01. The sharesof common stock and Warrants will be separately issued. Each Warrant will have an exercise price of $3.01 pershare and will be exercisable beginning on the effective date of stockholder approval of the issuance of the sharesupon exercise of the Warrants (“Warrant Stockholder Approval”). The Series C-1 Warrant will expire on the five-year anniversary of the Warrant Stockholder Approval. The Series C-2 Warrant will expire on the twenty-four-month anniversary of the Warrant Stockholder Approval. We are also offering pre-funded warrants (the “pre-funded warrants”) to purchase up to 2,162,807 shares ofcommon stock, together with accompanying Series C-1 Warrants to purchase up to 2,162,807 shares of commonstock and Series C-2 Warrants to purchase up to 2,162,807 shares of common stock to those purchasers whosepurchase of shares of common stock in this offering would result in the purchaser, together with its affiliates andcertain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of ouroutstanding common stock following the consummation of this offering or if such purchaser otherwise elects to purchase pre-funded warrants, in lieu of the shares of our common stock that would result in ownership in excess of4.99% (or, at the election of the purchaser, 9.99%). Each pre-funded warrant will be exercisable for one share ofcommon stock at an exercise price of $0.0001 per share. Each pre-funded warrant is being issued together with thesame Warrants described above being issued with each share of common stock. The combined public offering pricefor each such pre-funded warrant, together with accompanying the Warrants, is $3.0099, which is the combinedpublic offering price per share and Warrants (equal to the last reported sale price of our common stock on theNasdaq Capital Market on February 5, 2025), minus $0.0001. Each pre-funded warrant will be exercisable uponissuance and may be exercised at any time until all of the pre-funded warrants are exercised in full. The pre-fundedwarrants and accompanying Warrants are immediately separable and will be issued separately in this offering. Thisprospectus also relates to the offering of the shares of common stock issuable upon exercise of the Warrants, pre-funded warrants and Placement Agent Warrants (as defined herein). For each pre-funded warrant we sell, the number of shares of common stock we sell in this offering will bedecreased on a one-for-one basis. There is no established public trading market for the Warrants or the pre-funded warrants, and we do not expect amarket to develop. We do not intend to apply for listing of the Warrants or the pre-funded warrants on any securitiesexchange or other nationally recognized trading system. Without an active trading market, the liquidity of theWarrants and the pre-funded warrants will be limited. Table of Contents This offering will terminate on March 5, 2025, unless we decide to terminate the offering (which we may do at anytime in our discretion) prior to that date. We expect to have a single closing for all the securities purchased in thisoffering. We will deliver all securities to be issued in connection with this offering delivery versus payment/receiptversus payment upon receipt by us of investor funds. Accordingly, neither we nor the placement agent have madeany arrangements to place investor funds in an escrow account or trust account since the placement agent will notreceive investor funds in connection with the sale of the securities offered hereunder. We have engaged H.C. Wainwright & Co., LLC (the “Placement Agent”), to act as our exclusive placement agent inconnection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for thesale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of thesecurities we are offering and the Placeme