Hemab Therapeutics Holdings Inc美股招股说明书(2026-05-01版)

PROSPECTUS 16,750,000 Shares Common Stock This is the initial public offering of shares of common stock of Hemab Therapeutics Holdings, Inc. We are offering16,750,000shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share is $18.00.Our common stock has been approved for listing on the Nasdaq Global Select Market under the symbol “COAG.” We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws, and,as such, have elected to comply with certain reduced reporting requirements in this prospectus. See the section titled “ProspectusSummary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” See the section titled “Risk Factors” beginning on page 12 to read about factors that you should consider before decidingto invest in shares of our common stock. Initial public offering price (1)See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters. We have granted the underwriters the option to purchase up to an additional 2,512,500shares of common stock from us, at theinitial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares of common stock on or about May 4, 2026. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Evercore ISI Goldman Sachs& Co. LLC Table of Contents TABLE OF CONTENTS PAGEAbout this ProspectusiProspectus Summary1Risk Factors12Cautionary Note Regarding Forward-Looking Statements and Industry Data105Use of Proceeds107Dividend Policy109Corporate Reorganization110Capitalization111Dilution113Management’s Discussion and Analysis of Financial Condition and Results of Operations116Business135Management194Executive Compensation202Transactions with Related Persons220Principal Stockholders225Description of Capital Stock229Shares Eligible for Future Sale235Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Common Stock238Underwriting242Legal Matters251Experts252Where You Can Find More Information253Index to Consolidated Financial StatementsF-1 Neither we nor the underwriters have authorized anyone to provide you any information or make any representations other thanthose contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Weand the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others maygive you. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is notpermitted. You should assume that the information appearing in this prospectus or in any applicable free writing prospectus is current onlyas of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results ofoperations and prospects 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 thisoffering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the UnitedStates. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observeany restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the UnitedStates. All trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely forconvenience, the trademarks and trade names in this prospectus may be referred to without the®and™symbols, but such referencesshould not be construed as any indicator that their respective owners will not assert their rights thereto. Table of Contents ABOUT THIS PROSPECTUS We previously operated as Hemab ApS, a private limited company organized under the laws of the Kingdom of Denmark. Forpurposes of this offering, we formed Hemab Therapeutics Holdings, Inc., a Delaware corporation, which is the registrant whose nameappears on the cover of the registration statement of which this prospectus is a part. In March2026, we completed a corporatereorganization pursuant to which the shareholders of HemabApS exchanged their shares in Hemab ApS for the same number, class andseries of newly issued shares in the newly incorporated Delaware company, Hemab Therapeutics Holdings, Inc. and, as a result, HemabApS became a wholly owned subsidiary of Hemab Therapeutics Holdings, Inc. Additionally, promptly following the corporatereorganiza