Alamar Biosciences Inc美股招股说明书(2026-04-17版)

11,250,000shares Common stock This is an initial public offering of shares of common stock of Alamar Biosciences, Inc. We are offering 11,250,000shares of our commonstock to be sold in the offering. The initial public offering price is $17.00per share. Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on TheNasdaq Global Select Market (“Nasdaq”) under the trading symbol “ALMR.” We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S.federal securities lawsand, as such, may elect to comply with certain reduced public company reporting requirements in future reports after theclosing of this offering. See the section titled “Prospectus summary—Implications of being an emerging growth company and asmaller reporting company.” We have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to 1,687,500additional shares of common stock at the initial public offering price, less the underwriting discounts and commissions. Investing in our common stock involves a high degree of risk. Please see the section titled “Risk factors” beginning on page19. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to the purchasers on or about April20, 2026. J.P. Morgan BofA Securities TD Cowen Leerink PartnersApril16, 2026 Stifel Table of Contents Table of contents PageFounder letteriiiGlossaryvProspectus summary1Risk factors19Special note regarding forward-looking statements89Market, industry and other data91Use of proceeds92Dividend policy93Capitalization94Dilution98Management’s discussion and analysis of financial condition and results of operations102Business120Management154Executive and director compensation162Certain relationships and related person transactions183Principal stockholders186Description of capital stock189Shares eligible for future sale195Material U.S. federal income tax consequences to non-U.S. holders198Underwriting203Legal matters215Experts215Where you can find additional information215Index to consolidated financial statementsF-1 Neither we nor the underwriters have authorized anyone to provide you any information or make any representations other than thosecontained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We andthe underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may giveyou. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Youshould assume that the information appearing in this prospectus or in any applicable free writing prospectus is current only as of its date,regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations andprospects may have changed since that date. For investors outside of the United States: we have not, and the underwriters have not, done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States.Persons outside of the United States who come into Table of Contents possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares ofcommon stock and the distribution of this prospectus outside of the United States. Through and including May11, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in thesesecurities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’sobligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Table of Contents Table of Contents Table of Contents Glossary •21 CFR Part 11. An FDA regulation that defines when electronic records and electronic signatures areconsidered trustworthy, reliable and generally equivalent topaper records and handwritten signatures for FDA-regulated activities (e.g., requiringcontrols like system validation, audit trails, access/security and recordretention). •Absolute quantification.Measurement of an analyte’s true concentration or amount in a sample using acalibrated standard (reported in defined units, e.g., ng/mL). •Advanced proteomics. Advanced proteomics refers to next-generation protein measurement approaches thatenable substantially greater sensitivity and/or multiplexing than traditional immunoassays. This includes nextge