Trevi Therapeutics Inc美股招股说明书(2026-04-16版)

$150,000,000 We are offering $150,000,000 of shares of our common stock in this offering. Our common stock is listed on the Nasdaq Global Market under the symbol “TRVI.” The last reported sale price for ourcommon stock on April15, 2026, was $14.27 per share. We are a “smaller reporting company” under applicable Securities and Exchange Commission, or the SEC, rules and, assuch, have elected to comply with certain reduced public company disclosure requirements for this prospectus supplementand future filings. See “Prospectus Supplement Summary—Implications of Being a Smaller Reporting Company” on pageS-5 of this prospectus supplement for more information. Investing in our securities involves significant risks. See “Risk Factors” beginning on page S-7 of this prospectus supplementand in our filings with the Securities and Exchange Commission that are incorporated by reference in this prospectussupplement to read about factors you should consider before buying our securities. PerShareTotalOffering price$$Underwriting discounts and commissions(1)$$Proceeds to us, before expenses$$ (1)We have agreed to reimburse the underwriters for certain offering-related expenses. See “Underwriting” beginning onpage S-17 for additional information regarding these expenses and the underwriting discounts and commissions payable inthis offering. We have granted the underwriters an option for a period of 30 days to purchase up to an additional $22,500,000 of shares of ourcommon stock at the public offering price per share of common stock, less underwriting discounts and commissions. If theunderwriters exercise their option in full, the total underwriting discounts and commissions payable by us will be $,and the total proceeds to us, before expenses, will be $. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to investors on or about April, 2026. The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating tothese securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement andthe accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in anyStifel state or jurisdiction where the offer or sale is not permitted.MorganStanley Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATAUSE OF PROCEEDSDILUTIONMATERIAL U.S. TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCKUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSRISK FACTORSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSTREVI THERAPEUTICS, INC.USE OF PROCEEDSDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF CAPITAL STOCK Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to andupdates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second part, theaccompanying prospectus, provides more general information about our business and our securities. Generally, when we refer to this prospectus, we arereferring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, onthe one hand, and the information contained in the accompanying prospectus or any document incorporated by reference herein or therein filed beforethe date of this prospectus supplement, you should rely on the information in this prospectus supplement. If any statement in one of these documents isinconsistent with a statement in another document having a later date — for example, a document incorporated by reference in the accompanyingprospectus — the statement in the document having the later date modifies or supersedes the earlier statement. Before buying any of the securities that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, allof the information contained in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, as well as theadditional information described under the headings “Where You Can Find More Information” and “Information Incorporated by Reference.” Thesedocuments contain important information that you shou