Eikon Therapeutics Inc美股招股说明书(2026-02-05版)

Common Stock This is an initial public offering of shares of common stock of Eikon Therapeutics, Inc. We are offering 21,177,600shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $18.00 per share. Our commonstock has been approved for listing on the Nasdaq Global Select Market, or Nasdaq, under the trading symbol “EIKN.” We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federal securities laws, and as such, wehave elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See the section of this prospectus titled “RiskFactors” beginning on page17 to read about factors you should considerbefore deciding to invest in shares of our common stock. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)See the section of this prospectus titled “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to 3,176,640 additional shares of our common stock from us atthe initial public offering price, less underwriting discounts and commissions. The underwriters expect to deliver the shares against payment to purchasers on or about February6, 2026. J.P.Morgan* MorganStanley* *In alphabetical order Table of Contents TABLE OF CONTENTSPROSPECTUS SUMMARY1THE OFFERING13SUMMARY FINANCIAL DATA15RISK FACTORS17SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS103MARKET, INDUSTRY AND OTHER DATA105USE OF PROCEEDS106DIVIDEND POLICY108CAPITALIZATION109DILUTION111MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS113BUSINESS129MANAGEMENT210EXECUTIVE COMPENSATION220CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS235PRINCIPAL STOCKHOLDERS243DESCRIPTION OF CAPITAL STOCK248SHARES ELIGIBLE FOR FUTURE SALE254MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS257UNDERWRITING262LEGAL MATTERS276EXPERTS276WHERE YOU CAN FIND ADDITIONAL INFORMATION276INDEX TO FINANCIAL STATEMENTSF-1Through and including March1, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to adealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus, or any freewriting prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provideno assurance as to, the reliability of any information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy,shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus, or any free writingprospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our common stock. Our business, financialcondition, results of operations, and prospects may have changed since that date. For investors outside of the United States: we have not, and the underwriters have not, 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. Persons outside of theUnited States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of theshares of our common stock and the distribution of this prospectus outside of the United States. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals invarious tables may not be arithmetic aggregations of the figures that precede them. Table of Contents PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus, and is qualified in its entirety bythe more detailed information included elsewhere in this prospectus. This summary does not contain all of the information you should considerbefore investing in our common stock. You should read this entire prospectus carefully, including the sections of this prospectus titled “RiskFactors,” “Special Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition andResults o