Monte Rosa Therapeutics Inc美股招股说明书(2026-01-07版)

Common Stock Pre-funded Warrants to Purchase Shares of Common Stock We are offering $200,000,000 of shares of our common stock, par value $0.0001 per share, or the common stock, in this offering and, in lieu ofcommon stock to certain investors that so choose, pre-funded warrants to purchase shares of common stock, pursuant to this prospectussupplement and the accompanying prospectus. The purchase price of each pre-funded warrant equals the price per share at which shares ofcommon stock are being sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrant equals $0.0001per share. This prospectus supplement also relates to the offering of the shares of common stock issuable upon exercise of such pre-fundedwarrants. Our common stock is listed on the Nasdaq Global Select Market under the symbol “GLUE.” On January6, 2026, the last reported sales pricefor our common stock on the Nasdaq Global Select Market was $16.01 per share. There is no established public trading market for thepre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the pre-funded warrantson the Nasdaq Global Select Market, any other national securities exchange or any other nationally recognized trading system. Investing in our securities involves significant risks. Please read the information contained in or incorporated byreference under the heading “Risk Factors” beginning on page S-6 of this prospectus supplement, and under similarheadings in other documents filed after the date hereof and incorporated by reference into this prospectus supplementand the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. We are an “emerging growth company” under federal securities laws and are subject to reduced public company disclosure standards. See“Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” (1)See the section entitled “Underwriting” for additional disclosure regarding underwriter compensation and estimated offering expenses. The underwriters may also exercise their option to purchase up to an additional $30,000,000of common stock from us, at the public offeringprice, less the underwriting discount, for 30 days after the date of this prospectus supplement. Delivery of the shares of common stock and the pre-funded warrants is expected to be made on or about, 2026. Piper Sandler Jefferies LifeSciCapital WedbushPacGrow Table of Contents TABLE OF CONTENTS Prospectus supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF THE PRE-FUNDED WARRANTSMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION 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 REFERENCES-i Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of our common stock andpre-funded warrants and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus dated March31, 2025, including thedocuments incorporated by reference therein, provides more general information. Generally, when we refer to this prospectus, we are referring to bothparts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, andthe information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and ExchangeCommission, or the SEC, before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectussupplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, adocument incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes theearlier statement. We have not authorized anyone to