Tango Therapeutics Inc美股招股说明书(2025-10-24版)

Pre-FundedWarrants to Purchase 3,226,458 Shares of Common Stock We are offering 21,023,337 shares of our common stock, par value $0.001 per share (the “common stock”) and, in lieu of common stock to certainpurchasers that so choose,pre-fundedwarrants (the“pre-fundedwarrants”) to purchase up to 3,226,458 shares of our common stock, in an underwrittenoffering to a limited number of purchasers pursuant to this prospectus supplement and the accompanying prospectus. The purchase price of eachpre-fundedwarrant equals the price per share at which shares of common stock are being sold in this offering, minus $0.001, and the exercise price ofeachpre-fundedwarrant equals $0.001 per share. This prospectus supplement also relates to the offering of the shares of common stock issuable uponexercise of suchpre-fundedwarrants (the “warrant shares”). In a concurrent private placement (the “PIPE”), we entered into a securities purchase agreement pursuant to which we are also offering 1,732,101sharesof our common stock to an investor. The PIPE is being conducted pursuant to the exemption provided under Section4(a)(2) of the Securities Act of1933, as amended (the “Securities Act”), and, as such, the securities offering thereby are not being registered pursuant to this prospectus supplement andaccompanying prospectus. See “Use of Proceeds.” This offering is not conditioned on the closing of the PIPE. Our common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “TNGX”. The last sale price as reported on The Nasdaq GlobalMarket on October22, 2025, was $8.66 per share. There is no established public trading market for thepre-fundedwarrants, and we do not expect amarket to develop. In addition, we do not intend to apply for a listing of thepre-fundedwarrants on Nasdaq or any other national securities exchange orany other nationally recognized trading system. Investing in our common stock involves risks. See “RiskFactors” on pageS-8of this prospectus supplement, and undersimilar headings in other documents filed after the date hereof and incorporated by reference into this prospectussupplement and the accompanying prospectus. Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. (1)We refer you to “Underwriting” beginning on pageS-28of this prospectus supplement for additional information regarding underwritingcompensation. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONDESCRIPTION OF CAPITAL STOCKCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S.HOLDERS OF COMMON STOCKUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSOUR COMPANYUSE OF PROCEEDSSECURITIES THAT MAY BE OFFEREDDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of our common stockandpre-fundedwarrants and also supplements and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus dated May21, 2025,included in our registration statement on FormS-3(File No.333-287202), along with the documents incorporated by reference, which provides moregeneral information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in theaccompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or the SEC,before the date of this prospectus supplement, on the other hand, you should rely on the information contained in this prospectus supplement. If anystatement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated byreference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus supplement and the acc