LB Pharmaceuticals Inc美股招股说明书(2026-04-14版)

PROSPECTUS Up to 4,778,491 Shares of Common Stock This prospectus relates to the resale from time to time of up to (i) 4,723,678 shares of common stock, par value $0.0001 per share, of LBPharmaceuticals Inc, or Common Stock, by certain selling stockholders with whom we have entered into a securities purchase agreement andregistration rights agreement pursuant to a private placement in February 2026, including their pledgees, assignees, donees, transferees or theirrespective successors-in-interest, or the PIPE Selling Stockholders, which consist of 3,306,571 outstanding shares of our Common Stock held by thePIPE Selling Stockholders and 1,417,107 shares of our Common Stock issuable upon the exercise of outstanding pre-funded warrants to purchase sharesof our Common Stock held by the PIPE Selling Stockholders and (ii) 54,813 shares of our Common Stock held by Maxim Partners LLC, or Maxim,which were issued to Maxim in March 2026 upon exercise of warrants issued to Maxim in August 2023. The PIPE Selling Stockholders and Maxim arecollectively referred to herein as the “Selling Stockholders”. We will not receive any proceeds from the sale of the shares of the Common Stock covered by this prospectus, or the Shares, offered by this prospectus,except the exercise price of $0.0001 per share of any of the pre-funded warrants exercised for cash. Sales of the Shares by the Selling Stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailingmarket prices or at negotiated prices. The Selling Stockholders may sell the Shares to or through underwriters, broker-dealers or agents, who mayreceive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers of the Shares, or both. We are paying the cost of registering the Shares as well as various related expenses. The Selling Stockholders are responsible for all sellingcommissions, transfer taxes and other costs related to the offer and sale of their Shares. See “Plan of Distribution” for more information about how theSelling Stockholders may sell or dispose of their Shares. Our Common Stock is traded on The Nasdaq Global Market under the symbol “LBRX.” On April2, 2026, the last reported sale price of our CommonStock was $25.69per share. We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commission rules and haveelected to comply with certain reduced public company reporting requirements for this prospectus. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed in the section titled “Risk Factors” beginning on page 8 of this prospectus, and under similar headings in anyamendments or supplements to this prospectus. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS About This ProspectusSpecial Note Regarding Forward-Looking StatementsProspectus SummaryThe OfferingRisk FactorsUse of Proceeds Management Certain Relationships and Related Party Transactions Description of Capital Stock Material U.S. Federal Income Tax Consequences to Non-U.S. Holders Plan of Distribution Legal Matters Experts Where You Can Find Additional Information Incorporation of Certain Information by Reference You should rely only on the information provided in this prospectus, as well as the information incorporated by reference to exhibits to theregistration statement of which this prospectus forms a part and any applicable prospectus supplement or amendment. Neither we nor theSelling Stockholders have authorized anyone to provide you with different information. Neither we nor the Selling Stockholders are making anoffer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus orany applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of thisprospectus and the documents filed as exhibits to the registration statement of which this prospectus forms a part, our business, financialcondition, results of operations and prospects may have changed. Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission, or the SEC, using the“shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell the Shares offered by themdescribed in this prospectus. Neither we nor the Selling Stockholder have authorized anyone to provide you with any information or to make any representations other thanthose contained or incorporat