Lexeo Therapeutics Inc美股招股说明书(2025-10-16版)

Pre-FundedWarrantsto Purchase We are offeringshares of our common stock, par value $0.0001 per share, or common stock, and, in lieu of common stock to certaininvestors whose purchase of shares of common stock in the underwritten offering would otherwise result in the purchaser, together with its affiliates and certainrelated parties, beneficially owning more than 4.99% (or 9.99% at the initial election of the holder) of our outstanding common stock immediately following theconsummation of the offerings hereunder,pre-fundedwarrants to purchaseshares of our common stock in this offering. The purchase price of eachpre-fundedwarrant equals the price per share at which shares of our common stock are being sold to the public in this offering, minus $0.0001, which is theexercise price of eachpre-fundedwarrant. Thepre-fundedwarrants do not expire, and eachpre-fundedwarrant will be exercisable at any time after the date ofissuance. This prospectus supplement also relates to the offering of the shares of our common stock issuable upon the exercise of suchpre-fundedwarrants. Our common stock is traded on the Nasdaq Global Market under the symbol “LXEO.” The last sale price of our common stock as reported on the NasdaqGlobal Market on October15, 2025 was $8.83 per share. There is no established public trading market for thepre-fundedwarrants, and we do not expect amarket to develop. We do not intend to list thepre-fundedwarrants on the Nasdaq Global Market or any other national securities exchange or nationallyrecognized trading system. We are an emerging growth company and smaller reporting company as that term is used in the Jumpstart Our Business Startups Act of 2012, or the JOBSAct, and a smaller reporting company as defined under Rule12b-2promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act,and, as such, are subject to certain reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of being an emerginggrowth company and a smaller reporting company.” Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks anduncertainties of investing in our securities described in the section titled “Risk Factors” beginning on page S-10 of this prospectus supplement, page 6of the accompanying prospectus and “Item 1A—Risk Factors” of our most recent report on Form10-Kor10-Qthat is incorporated by reference inthis prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense. Offering priceUnderwriting discounts and commissions (1)Proceeds to Lexeo Therapeutics, Inc., before expenses (2) (1)See “Underwriting” beginning on pageS-29of this prospectus supplement for a description of the compensation payable to the underwriters.(2)Total gross proceeds from this offering and the concurrent private placement are $. Such proceeds less estimated underwriting discountsand commissions and advisor fees are $. Balyasny Asset Management has indicated its intent to purchase shares of our common stock, and/or pre-fundedwarrants to purchase shares of ourcommon stock, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, at a sale priceequal to the public offering price of our common stock in this offering (which transaction we refer to as the concurrent private placement). There has not been abinding agreement or commitment to purchase in the concurrent private placement and there can be no assurance as to the size or terms of the concurrent privateplacement, if any. The consummation of the concurrent private placement will be contingent on the closing of this offering and the satisfaction of certain othercustomary conditions. However, the consummation of this offering is not contingent on the consummation of the concurrent private placement. We have granted the underwriters an option for a period of up to 30 days from the date of this prospectus supplement to purchase up to an additionalshares of our common stock at the public offering price, less the underwriting discounts and commissions. Delivery of the securities is expected to be made on or about October , 2025. The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statementfiled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is notsoliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Joint Book-running Managers Oppenheimer&Co. LeerinkPartners Table of Contents TABLE OF CONTENTS Prospectus Supplement A