Generate Biomedicines Inc美股招股说明书(2026-02-27版)

Common Stock This is the initial public offering of shares of common stock ofGenerate Biomedicines, Inc. We are offering 25,000,000 shares of ourcommon stock. Prior to this offering, there has been no public market for ourcommon stock. The initial public offering price per share is $16.00. Ourcommon stock has been approved for listing on The Nasdaq GlobalSelect Market (“Nasdaq”) under the symbol “GENB.” We are an “emerging growth company” and “smaller reportingcompany” as defined under the United States (“U.S.”) federal securitieslaws and, as such, we have elected to comply with certain reducedreporting requirements. Investing in shares of our common stock involves a highdegree of risk. See the section titled “Risk Factors” beginning onpage 17 to read about factors that you should consider beforedeciding to invest in shares of our common stock. (1) See the section titled “Underwriting” for additional informationregarding compensation payable to the underwriters. We have granted the underwriters the option to purchase up to anadditional 3,750,000 shares of common stock from us, at the initial publicoffering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares of common stock onor about March 2, 2026. Neither the Securities and Exchange Commission nor anystate securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. TABLE OF CONTENTS PageContentsPROSPECTUS SUMMARY1RISK FACTORS17CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS95USE OF PROCEEDS97DIVIDEND POLICY98CAPITALIZATION99DILUTION101MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTSOF OPERATIONS104BUSINESS121MANAGEMENT213EXECUTIVE COMPENSATION223DIRECTOR COMPENSATION233CERTAIN RELATIONSHIPS AND RELATED PERSONTRANSACTIONS235PRINCIPAL STOCKHOLDERS238DESCRIPTION OF CAPITAL STOCK241SHARES ELIGIBLE FOR FUTURE SALE246MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FORNON-U.S. HOLDERS248UNDERWRITING252LEGAL MATTERS259EXPERTS259WHERE YOU CAN FIND ADDITIONAL INFORMATION259INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Neither we nor the underwriters have authorized anyone to provideyou any information or make any representations other than thosecontained in this prospectus or in any free writing prospectuses preparedby or on behalf of us or to which we have referred you. We and theunderwriters take no responsibility for, and can provide no assurance asto the reliability of, any other information that others may give you. Weand the underwriters are not making an offer to sell these securities inany jurisdiction where the offer or sale is not permitted. You shouldassume that the information appearing in this prospectus or in anyapplicable free writing prospectus is current only as of its date,regardless of its time of delivery or any sale of shares of our commonstock. Our business, financial condition, results of operations andprospects may have changed since that date. For investors outside of the U.S.: we have not, and the underwritershave not, done anything that would permit this offering or possession ordistribution of this prospectus in any jurisdiction where action for thatpurpose is required, other than the U.S. Persons outside of the U.S. whocome into possession of this prospectus must inform themselves about,and observe any restrictions relating to, the offering of the shares of ourcommon stock and the distribution of this prospectus outside of the U.S. All trademarks, trade names and service marks appearing in thisprospectus are the property of their respective owners. Solely forconvenience, the trademarks and trade names in this prospectus may bereferred to without the®and™symbols, but such references should notbe construed as any indicator that their respective owners will not asserttheir rights thereto. Market, Industry and Other Data The market data and certain other statistical information usedthroughout this prospectus are based on independent industrypublications, governmental publications, reports by market research firmsor other independent sources that we believe to be reliable sources.Industry publications and third-party research, surveys and studiesgenerally indicate that their information has been obtained from sourcesbelieved to be reliable, although they do not guarantee the accuracy orcompleteness of such information. We are responsible for all of thedisclosure contained in this prospectus, and we believe that thesesources are reliable; however, we have not independently verified theinformation contained in such publications. While we are not aware ofany misstatements regarding any third-party information presented in thisprospectus, their estimates, in particular, as they relate to projections,involve numerous assumptions, are subject to risks and uncertainties,and are subject to change based on various factors, including thosedisc