AgomAb Therapeutics NV ADR美股招股说明书(2026-02-06版)

American Depositary Shares Representing 12,500,000 common shares This is the initial public offering of 12,500,000 American Depositary Shares, or ADSs. Each ADSrepresents one common share, no nominal value per share. The ADSs may be evidenced byAmerican Depositary Receipts, or ADRs. The initial public offering price per ADS is $16.00. Prior to this offering, there has been no public market for the ADSs or our common shares. OurADSs have been approved for listing on the Nasdaq Global Select Market, or Nasdaq, under thesymbol “AGMB.” We are both an “emerging growth company” and a “foreign private issuer” under the U.S. federalsecurities laws and have elected to comply with certain reduced public company reportingrequirements for this prospectus and future filings. See “Prospectus Summary—implications ofbeing an emerging growth company and a foreign private issuer.” Investing in the ADSs involves a high degree of risk. Before buying any ADSs, you shouldcarefully read the discussion of material risks included herein. See the “Risk factors”section beginning on page17of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. We have granted the underwriters an option for a period of 30days from the date of thisprospectus to purchase up to an additional 1,875,000 ADSs from us at the initial public offeringprice, less underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in New York, New York on February9, 2026. J.P. MorganMorganStanleyLeerink PartnersVan Lanschot Kempen Table of contents PagePresentation of financial information1Prospectus summary2The offering12Summary consolidated financial data15Risk factors17Special note regarding forward-looking statements87Use of proceeds89Dividend policy90Capitalization91Dilution92Management’s discussion and analysis of financial condition and results of operations94Business109Management186Related party transactions196Principal shareholders201Description of share capital and articles of association204Description of American depositary shares219Shares and ADSs eligible for future sale227Material income tax considerations229Underwriting240Expenses of this offering248Legal matters249Experts249Enforcement of civil liabilities250Where you can find additional information252Index to consolidated financial statementsF-1 Neither we nor any of the underwriters have authorized anyone to provide any informationor to make any representations other than those contained in this prospectus or in anyfree writing prospectuses we have prepared. We and the underwriters take noresponsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. We are offering to sell, and seeking offers to buy,ADSs only in jurisdictions where offers and sales are permitted. The information in thisprospectus is accurate only as of the date of this prospectus, regardless of the time ofdelivery of this prospectus or any sale of the ADSs. Our business, financial condition,results of operations and prospects may have changed since that date. We expresslydisclaim any duty to update this prospectus, except as required by applicable law.Information contained on our website, and any other websites referenced in thisprospectus does not constitute part of this prospectus. For investors outside the United States: Neither we nor any of the underwriters have doneanything that would permit this offering or possession or distribution of this prospectus in anyjurisdiction where action for that purpose is required, other than in the United States. Personsoutside the United States who come into possession of this prospectus must inform themselvesabout, and observe any restrictions relating to, the offering of the ADSs and the distribution of thisprospectus outside of the United States. We are incorporated under the laws of Belgium. Underthe rules of the U.S. Securities and Exchange Commission, or the SEC, we are currently eligiblefor treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required tofile periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whosesecurities are registered under the Securities Exchange Act of 1934, as amended, or theExchange Act. Certain market and industry data included in this prospectus were obtained from our own internalestimates and reports as well as from independent third-party surveys, market research, publiclyavailable information, reports of governmental agencies and industry publications and surveys. Allmarket and industry data used in this prospectus involve a number of assumptions andlimitations, and you are cautioned not to give undue weight to such estimates. Although we areresponsible fo