Evommune Inc美股招股说明书(2025-11-06版)

9,375,000 Shares Common Stock This is Evommune, Inc.’s initial public offering. We are offering 9,375,000 shares of our common stock. The initial public offering price is $16.00 per share. Currently, no public market exists for shares of our common stock.Our common stock has been approved for listing on the New York Stock Exchange (“NYSE”) under the symbol“EVMN.” We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securitieslaws and, as such, will be subject to certain reduced public company reporting requirements for this prospectus andfuture filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller ReportingCompany.” Initial public offering priceUnderwriting discounts and commissions(1)Proceeds, before expenses, to us (1)See “Underwriting” for a description of all compensation payable to the underwriters. Investing in our common stock involves risks, including those that are described in the “RiskFactors” section beginning on page 14 of this prospectus. At our request, the underwriters have reserved up to 5% of the shares offered by this prospectus for sale at the initialpublic offering price to certain individuals through a directed share program, including our directors, officers, employeesandcertain other individuals identified by management.See the section titled“Underwriting—Directed ShareProgram.” We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase anadditional 1,406,250 shares of our common stock solely to cover over-allotments, if any. Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock against payment to purchasers on or about November7,2025. Table of Contents TABLE OF CONTENTS 11482848586878991109174EXECUTIVE COMPENSATION185CERTAIN RELATIONSHIPS AND RELATED PERSONTRANSACTIONS200PRINCIPAL STOCKHOLDERS204DESCRIPTION OF CAPITAL STOCK208SHARES ELIGIBLE FOR FUTURE SALE214MATERIAL U.S. FEDERAL INCOME TAXCONSIDERATIONS TONON-U.S.HOLDERS217UNDERWRITING221LEGAL MATTERS231EXPERTS231WHERE YOU CAN FIND ADDITIONAL INFORMATION231INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 PROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTSMARKET AND INDUSTRY DATA AND FORECASTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONMANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OFOPERATIONSBUSINESSMANAGEMENT Through and including November30, 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in ourcommon stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition toa dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. You should rely only on the information contained in this prospectus and any free writing prospectus that we may provide to you in connectionwith this offering. We have not, and the underwriters have not, authorized anyone to provide you with any other information other than in thisprospectus, and we take no responsibility for, and the underwriters have not taken responsibility for, any other information others may give you. We arenot, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The informationcontained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of ourcommon stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possessionor distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to informyourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States. This prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and tradenames referred to in this prospectus, including logos, artwork and other visual displays, may appear without the®or TM symbols, but such referencesare not intended to indicate, in any way, that the owner will not assert, to the fullest extent under applicable law, its rights. We do not intend our use ordisplay of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship