肠泰生物公司美股招股说明书(2025-09-17版)

The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to an aggregate of4,945,510 shares of our common stock, par value $0.0001 per share(the “Common Stock”), which are comprised of (i)1,626,282shares of common stock issuable upon exercise of pre-funded warrants (the “Pre-funded Warrants”) and (ii)3,319,228 shares ofcommon stock issuable upon exercise of common warrants (the “Common Warrants” and collectively with the Pre-funded Warrants,the “Warrants”) issued by us in a private placement to the selling stockholders that are party to the Securities Purchase Agreement,dated August9, 2025 (the “Purchase Agreement”). The shares of common stock issuable upon exercise of the Warrants are collectivelyreferred to herein as the “Shares”. We are not selling any shares of our common stock under this prospectus and will not receive any of the proceeds from the sale of theShares by the selling stockholders. We will, however, receive the net proceeds of any Warrants exercised for cash. The selling stockholders may sell or otherwise dispose of the Shares in a number of different ways and at varying prices. We providemore information about how the selling stockholders may sell or otherwise dispose of the Shares covered by this prospectus in thesection entitled “Plan of Distribution” on page29. Discounts, concessions, commissions and similar selling expenses attributable tothe sale of the Shares will be borne by the selling stockholders. We will pay all expenses (other than discounts, concessions,commissions and similar selling expenses) relating to the registration of the Shares with the Securities and Exchange Commission (the“SEC”). Except for the financial statements from theAnnual Report on Form10-K for the year ended December31, 2024and the QuarterlyReports on Form10-Q for the quarters endedMarch31, 2025andJune30, 2025, which are incorporated by reference herein, allhistorical share and per share information in this prospectus gives retroactive effect to a 1-for-3 reverse split of our common stock thatbecame effective on August18, 2025. Our common stock is listed on the Nasdaq Capital Market under the symbol “ENTO”. On September 9, 2025, the last reported saleprice of our common stock on the Nasdaq Capital Market was $2.32 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page19 of this prospectus and undersimilar headings in the documents incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is September 15, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING18RISK FACTORS19SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS24USE OF PROCEEDS25DIVIDEND POLICY26PRIVATE PLACEMANT OF PRE-FUNDED WARRANTS AND COMMON WARRANTS26SELLING STOCKHOLDERS27PLAN OF DISTRIBUTION29DESCRIPTION OF CAPITAL STOCK31UNAUDITED PROFORMA FINANCIAL INFORMATION41LEGAL MATTERS43EXPERTS43INCORPORATION BY REFERENCE43WHERE YOU CAN FIND MORE INFORMATION44 ABOUT THIS PROSPECTUS This prospectus relates to the resale by the selling stockholders identified in this prospectus under the caption “Selling Stockholders,”from time to time, of up to an aggregate of 4,945,510 shares of our common stock. We are not selling any shares of our common stockunder this prospectus, and we will not receive any proceeds from the sale of shares of common stock offered hereby by the sellingstockholders, although we may receive cash from the exercise of the Warrants. You should rely only on the information contained in this prospectus. We have not, and the selling stockholders have not,authorized anyone to provide you with information other than the information that has been provided or incorporated byreference in this prospectus and your reliance on any unauthorized information or representation is at your own risk. Thisprospectus may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume thatthe information appearing in this prospectus is accurate only as of the date of this prospectus and that any informationincorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time ofdelivery of this prospectus, or any sale of our securities. Our business, financial condition and results of operations may havechanged since those dates. The information appearing in this prospectus, the documents incorporated by reference in this prospectus and any free writingprospectus authorized for use in connection with this offering is accurate only as of its respective date, regardless of the time ofdelivery of the respective document or of any sale of securities covered