Trevi Therapeutics Inc美国存托凭证发行说明书(2025-06-02版)

Common Stock before buying our securities. PerShare$ Proceeds to us, before expenses$(1)We have agreed to reimburse the underwriters for certain offering-related expenses. See “Underwriting” beginning onpage S-18 for additional information regarding these expenses and the underwriting discounts and commissions payable in The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declaredeffective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securitiesand we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.and the total proceeds to us, before expenses, will be $.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-8CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS AND INDUSTRY DATAS-10USE OF PROCEEDSS-12DILUTIONS-13MATERIAL U.S. TAX CONSIDERATIONS FORNON-U.S.HOLDERS OF COMMON STOCKS-14UNDERWRITINGS-18LEGAL MATTERSS-23S-23WHERE YOU CAN FIND MORE INFORMATIONS-23INCORPORATION BY REFERENCES-24WHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTSTREVI THERAPEUTICS, INC.USE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF UNITSDESCRIPTION OF WARRANTSFORMS OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to andupdates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second part, theaccompanying prospectus, provides more general information about our business and our securities. Generally, when we refer to this prospectus, we arereferring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, onthe one hand, and the information contained in the accompanying prospectus or any document incorporated by reference herein or therein filed beforethe date of this prospectus supplement, you should rely on the information in this prospectus supplement. If any statement in one of these documents is prospectus, all of the information contained in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus,as well as the additional information described under the headings “Where You Can Find More Information” and “Information Incorporated byReference.” These documents contain important information that you should consider when making your investment decision.We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that isincorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose ofallocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such the reliability of, any other information that others may give you. This prospectus supplement and the accompanying prospectus do not constitute anoffer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus supplement and the accompanyingprospectus or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Other than in the United States, no action has been taken by us or the underwriters that would permit an offering of the securities offered by this accompanying prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed orpublished in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction.Persons into whose possession this prospectus supplement and the accompanying prospectus comes are advised to inform themselves about and to collectively, to Trevi Therapeutics, Inc., a Delaware corporation, and its subsidiary.S-1 We also plan to develop Haduvio for the treatment of chronic cough in patients withnon-IPFinterstitial lung disease, ornon-IPFILD. Weexpect this patient population will includenon-IPFILD patients that have a minimum level of fibrosis and who suffer from neurogenic chronic cough. We plan to conduct a clinical trial for such patien