MapLight Therapeutics Inc美股招股说明书(2025-10-27版)

Common Stock We are offering 14,750,000 shares of our common stock. This is our initial public offering, and no public market currently exists forshares of our common stock. The initial public offering price is $17.00 per share. Our common stock has been approved for listing onthe Nasdaq Global Select Market, or Nasdaq, under the symbol “MPLT.” We believe that upon the completion of this offering and theconcurrent private placement, we will meet the standards for listing on Nasdaq, and the closing of this offering and the concurrentprivate placement is contingent upon such listing. We have two series of common stock: the voting common stock offered hereby and non-voting common stock. For a description ofthe rights of the voting common stock and non-voting common stock, please see “Description of Capital Stock” beginning onpage180 of this prospectus. We are offering voting common stock in this offering and the concurrent private placement, and unlessotherwise noted, all references in this prospectus to our “common stock” refer to our voting common stock. The non-votingcommon stock will not be listed for trading on any securities exchange. We are an “emerging growth company” and a “smaller reporting company” as defined under federal securities laws, and, as such,will be subject to reduced public company reporting requirements for this prospectus and future filings. See the section titled“Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in ourcommon stock involves risks. See the section titled “Risk Factors” beginning on page14. We may qualify as a controlled company under the Nasdaq listing rules following this offering. However, even if we qualify as acontrolled company, we do not intend to utilize the exemptions available to controlled companies under the Nasdaq listing rules. Seethe section titled “Management—Controlled Company Status” for further information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Initial Public Offering Price Underwriting Discounts and Commissions(1)Proceeds, before expenses, to us (1)We refer you to “Underwriters” for additional information regarding total underwriter compensation. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 2,212,500shares of our common stock. Affiliates of Goldman Sachs & Co. LLC, including certain investment funds managed by Goldman Sachs & Co. LLC, have agreed to purchase 476,707 shares of ourcommon stock in a concurrent private placement exempt from the registration requirements of the Securities Act of 1933, as amended, at a per share price equal to theinitial public offering price. The private placement will close concurrently with, and be contingent and conditioned upon consummation of, this offering. However, thisoffering is not contingent on the consummation of the concurrent private placement. The underwriters are acting as placement agents in connection with the concurrentprivate placement and will receive a placement agent fee equal to 7.0% of the total purchase price of the private placement shares. Accounts advised by T. Rowe Price Investment Management, Inc. (“TRPIM”) have indicated an interest in purchasing up to $40million in shares of our common stock inthis offering at the initial public offering price. The shares of common stock to be purchased by TRPIM will not be subject to a lock-up agreement with the underwriters.Because these indications of interest are not binding agreements or commitments to purchase, TRPIM may determine to purchase more, less or no shares in this offeringor the underwriters may determine to sell more, less or no shares to TRPIM. The underwriters will receive the same underwriting discounts and commissions on any ofour shares of common stock purchased by TRPIM as they will from any other shares of common stock sold to the public in this offering. At our request, the underwriters have reserved up to 2.0% of the shares of our common stock offered by this prospectus for sale at the initial public offering price througha directed share program to certain of our directors, officers, employees and others. See the section titled “Underwriting—Directed Share Program” for additionalinformation The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about October28, 2025. Table of Contents TABLE OF CONTENTS Page11474767779808386103145PageExecutive Compensation156Certain Relationships and Related Party Transactions172Principal Stockholders177Description of Capital Stock180Shares Eligible for Future Sale188Material U.S. Federal Income Tax Consequences toNon-U.S.Holders191Underwriters195Legal Matters204Experts204Where You Can Find More Information204Index