LeonaBio Inc美股招股说明书(2026-04-02版)

58,464,567 Shares of Common Stock This prospectus relates to the disposition, from time to time, by the selling stockholders identified in this prospectus under thesection titled “Principal and Selling Stockholders” of up to 58,464,567 shares of our common stock, including shares issuable uponthe exercise of pre-funded warrants and warrants to purchase our common stock and/or pre-funded warrants. The selling stockholders identified herein may or their permitted transferees or other successors-in-interest may, but are notrequired to, from time to time offer or sell shares of our common stock. See the section titled “Plan of Distribution” for adescription of how the selling stockholders may dispose of the shares covered by this prospectus. We do not know when or in whatamount the selling stockholders may offer the shares for sale. We are not selling any shares of our common stock under this prospectus and we will not receive any proceeds from the sale ofour common stock by the selling stockholders. We will receive proceeds from the cash exercise of the pre-funded warrants which,if exercised for cash with respect to all of the 8,816,684 shares of common stock underlying such warrants at the exercise price pershare of $0.001, would result in gross proceeds to us of approximately $8,816. We will also receive proceeds from the cash exerciseof certain warrants eligible for cash exercise which, if exercised for cash with respect to all of the 23,031,494 shares of commonstock underlying such warrants at the exercise price of $6.35, would result in gross proceeds to us of approximately $146,249,987.We have agreed to pay certain expenses related to the registration of the offer and sale of the shares of common stock pursuant tothe registration statement of which this prospectus forms a part. The selling stockholders will bear all commissions and discounts, ifany, attributable to the sale of the shares. Our common stock is listed on The Nasdaq Capital Market under the symbol “LONA.” On April 1, 2026, the last reportedclosing sale price of our common stock on The Nasdaq Capital Market was $10.02 per share. We are a “smaller reporting company” as defined under the federal securities laws, and, as such, have elected to comply withcertain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” starting on page6of this prospectus, and under similar headings in thedocuments that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus is April 1, 2026. TABLE OF CONTENTS PROSPECTUS SUMMARY3RISK FACTORS6CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS9DIVIDEND POLICY10DESCRIPTION OF CAPITAL STOCK11PRINCIPAL AND SELLING STOCKHOLDERS12PLAN OF DISTRIBUTION20LEGAL MATTERS23EXPERTS24WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION OF CERTAIN INFORMATION BY REFERENCE26 You should rely only on the information contained in this prospectus or contained in any free writing prospectusprepared by or on behalf of us or to which we have referred you. Neither we nor the selling stockholders have authorizedanyone to provide any information or to make any representations other than those contained in this prospectus or in anyfree writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is anoffer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.The information contained in this prospectus is accurate only as of its date regardless of the time of delivery of thisprospectus or of any sale of securities. Our business, operating results and financial condition may have changed since thatdate. You should also read and consider the information in the documents to which we have referred you under the captions “WhereYou Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus. For investors outside the United States, neither we nor the selling stockholders have done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than inthe United States. Persons who come into possession of this prospectus and any free writing prospectus related to this offering injurisdictions outside the United States are required to inform themselves about and to observe any