Milestone Pharmaceuticals Inc美股招股说明书(2025-07-11版)

Each common share is being offered and sold together with (i) an accompanying Series A Common Warrant to purchasean accompanying Series B Common Warrant to purchasecommon shares at a combined offering price of $Warrant is being offered and sold together with (i) an accompanying Series A Common Warrant to purchasecommon shares and (ii) an The common shares and the Pre-Funded Warrants, on the one hand, and the accompanying Common Warrants, on the other hand, are immediatelyseparable and will be issued separately, but can only be purchased together in this offering. Each Pre-Funded Warrant will have an exercise price percommon share equal to $0.001 and will be exercisable immediately and will not expire until exercised in full. The SeriesA Common Warrants will beexercisable immediately and will expire one year from the date of issuance. The Series B Common Warrants will be exercisable immediately and willexpire five years from the date of issuance. The Series B Common Warrants allow us to force the exercise of such SeriesB Common Warrants uponcertain stock price requirements. The Series A Common Warrants will have an exercise price of $per common share, and the Series B CommonWarrants will have an exercise price of $per common share, in each case subject to adjustment as described elsewhere in this prospectussupplement. This prospectus supplement also relates to the offering of the common shares issuable upon the exercise of the Pre-Funded Warrants and each series ofCommon Warrants. The Common Warrants, together with the Pre-Funded Warrants, shall be referred to herein as the Warrants. The common sharesunderlying the Warrants shall be referred to herein as the Warrant Shares. Our common shares trade on the Nasdaq Global Select Market under the symbol “MIST.” On July10, 2025, the last reported sale price of our commonshares was $2.56 per share. There is no established public trading market for the Warrants, and we do not expect a market to develop. We do not intendto list the Warrants on the Nasdaq Global Select Market or on any other national securities exchange or nationally recognized trading system. Without anactive trading market, the liquidity of the Warrants will be limited. Certain of our directors have indicated an interest in purchasing an aggregate of up to approximatelycommon shares and accompanyingCommon Warrants to purchasecommon shares in this offering at the public offering price and on the same terms and conditions as the otherpurchasers in this offering. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters coulddetermine to sell more, fewer or no common shares and accompanying Common Warrants to any of these potential purchasers, and any of these potentialpurchasers could determine to purchase more, fewer or no common shares and accompanying Common Warrants in this offering. The underwriters willreceive the same underwriting discounts and commissions on any common shares and accompanying Common Warrants purchased by these parties asthey will on any other common shares and accompanying Common Warrants sold to the public in this offering.We are a “smaller reporting company” as defined under federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and may electto comply with reduced public company reporting requirements in future filings. See “Prospectus Supplement Summary—Implications of Being a SmallerReporting Company and a Non-Accelerated Filer.” Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-10of this prospectus supplement andunder similar headings in the accompanying prospectus and any related free writing prospectus we have authorized for use in connectionwith this offering and the other documents that are incorporated by reference into this prospectus supplement concerning factors youshould consider before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. (1)See “Underwriting” beginning on pageS-34of this prospectus supplement for a description of all compensation payable tothe underwriters. The underwriters expect to deliver the common shares, Pre-Funded Warrants and accompanying Series A Common Warrants and Series B CommonWarrants against payment on or about, 2025. TD CowenThe information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities hasbeen filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement an