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eXoZymes Inc美国招股说明书(2026年4月9日版)

2026-04-09 美股招股说明书 陈宫泽凡
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Filed Pursuant to Rule 424(b)(5)Registration No. 333-292781 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement related tothese securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and Subject to completion, dated April 9, 2026 Prospectus Supplement(to Prospectus dated January 23, 2026) eXoZymes Inc. ______ Shares of common stock We are offering [*___*] shares of our common stock, par value $0.000001, (the “common stock”) at an offering price of$[*___*][] per share pursuant to this prospectus supplement and the accompanying base prospectus. This offering is beingunderwritten on a firm commitment basis through MDB Capital (a/k/a Public Ventures, LLC) as representative of the several Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “EXOZ”. On [*___*], 2026, the lastreported sale price of our common stock on The Nasdaq Capital Market was $[] per share. Our lead underwriter, MDB Capital, is a wholly owned subsidiary of MDB Capital Holdings LLC (“MDB Holdings”). MDBHoldings is the largest holder of our Common Stock, beneficially holding 4,136,426 shares of our Common Stock, representing47.79% of our Common Stock prior to this offering. Additionally, Messrs. Christopher Marlett, and Anthony DiGiandomenico are MDB Capital has a “conflict of interest” with the Company under Rule 5121 of the Financial Industry Regulatory Authority,Inc., or FINRA. Accordingly, [*___*], one of the underwriters of this offering will act as the “qualified independent underwriter”within the meaning of FINRA Rule 5121 in connection with this offering. In its role as a qualified independent underwriter, [*___*]has participated in the preparation of the prospectus forming a part thereof and has exercised the usual standards of due diligence with We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012. As such, inthis prospectus we have taken advantage of certain reduced disclosure obligations that apply to emerging growth companies regarding As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates is $[*___*] based on 8,468,990 shares of outstanding common stock, of which 4,590,441 are held by affiliates, and a pershare price of $ [*___*] based on the closing sale price of our common stock on April [*___*], 2026. Pursuant to General InstructionI.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value greater than one-third of ourpublic float in any 12-month period, so long as our public float remains below $75,000,000. During the prior 12-calendar month (1)We will reimburse the underwriters for their accountable expenses, not to exceed $200,000. The registration statement, of whichthis prospectus is a part, registers for sale to the underwriters warrants to purchase up to [*___*] shares of Common Stock([*___*] shares of Common Stock if the over-allotment is exercised) to be issued to the underwriters, the warrant having an We have granted a 45-day option to the representative of the underwriters to purchase up to [*___*] additional shares ofCommon Stock solely to cover over-allotments, if any. If the representative of the underwriters exercises the option in full, assuming Investing in our securities involves a high degree of risk, including that the trading price of our common stock hasbeen subject to volatility. See “Risk Factors” beginning on page S-7ofthis prospectus supplement, page 4 of the accompanyingbase prospectus and under similar headings in the documents incorporated by reference into this prospectus supplement and 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 a criminaloffense. The underwriters expect to deliver the shares of common stock against payment on or about April [*___*], 2026. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with theU.S. Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The firstpart is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates informationcontained in the accompanying base prospectus and the documents incorporated by reference herein. The second part, theaccompanying base prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring toboth parts of this document combined. To the extent there is a conflict between the information contained in this prospectus We further note that the representations