Regentis Biomaterials Ltd美股招股说明书(2025-12-04版)

Regentis BiomaterialsLtd. This is a firm commitment initial public offering of ordinary shares, no par value, or Ordinary Shares, of Regentis BiomaterialsLtd.We are offering 1,250,000 Ordinary Shares at a public offering price of $8.00per Ordinary Share. Prior to this offering, there has been no public market for our Ordinary Shares. Our Ordinary Shares have been approved for listing onthe NYSE American under the symbol “RGNT”. We are both an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and a“foreign private issuer,” as defined under the U.S. federal securities laws and are subject to reduced public company reportingrequirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer” foradditional information. Investing in our securities involves a high degree of risk.See “Risk Factors” beginning on page 15. None of the Securities and Exchange Commission, or the SEC, the Israeli Securities Authority, or any state or other foreignsecuritiescommission has approved nor disapproved these securities or determined if this prospectus is truthful orcomplete.Any representation to the contrary is a criminal offense. Initial public offering priceUnderwriting discounts and commissions(1)Proceeds to us (before expenses) (1)Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the initial public offering pricepayable to the underwriters. We refer you to “Underwriting” beginning on page 135 for additional information regarding underwriters’compensation We have granted a 45-day option to the representative of the underwriters to purchase up to187,500 additional Ordinary Shares solelyto cover over-allotments, if any. The underwriters expect to deliver the Ordinary Shares on or aboutDecember 5, 2025. ThinkEquity The date of this prospectus isDecember 3, 2025. TABLE OF CONTENTS PROSPECTUS SUMMARY1THE OFFERING11SUMMARY FINANCIAL DATA13RISK FACTORS15SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS57USE OF PROCEEDS59DIVIDEND POLICY59CAPITALIZATION60DILUTION62MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS64BUSINESS71MANAGEMENT91PRINCIPAL SHAREHOLDERS114CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS116DESCRIPTION OF SHARE CAPITAL118DESCRIPTION OF THE SECURITIES WE ARE OFFERING124SHARES ELIGIBLE FOR FUTURE SALE124TAXATION126CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS131UNDERWRITING135EXPENSES144LEGAL MATTERS144EXPERTS144ENFORCEMENT OF CIVIL LIABILITIES145WHERE YOU CAN FIND MORE INFORMATION146INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We andthe underwriters have not authorized anyone to provide any information or to make any representations other than thosecontained in this prospectus or in any free writing prospectus prepared by us or on our behalf or to which we have referredyou. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may giveyou. This prospectus is an offer to sell only the Ordinary Shares offered hereby, but only under circumstances and injurisdictions where it is lawful to do so. We are not making an offer to sell these shares of Ordinary Shares in any jurisdictionwhere the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person towhom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the dateof the front cover of the prospectus. Our business, financial condition, operating results and prospects may have changed sincethat date. Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictionsoutside the United States are required to inform themselves about and to observe any restrictions as to this offering and thedistribution of this prospectus and any such free writing prospectus applicable to that jurisdiction. See “Underwriting” foradditional information on these restrictions. Neither we nor the underwriters have authorized anyone to provide you with information that is different from that containedin this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we may authorize to bedelivered or made available to you. Neither we nor the underwriters take responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. We and the underwriters are offering to sell Ordinary Shares, and areseeking offers to purchase Ordinary Shares only in jurisdictions where offers and sales are permitted. The information contained in thisprospectus is accurate only as of the date on the front of this prospectus, regardless of the time of de