Avalo Therapeutics Inc美股招股说明书(2026-05-07版)

19,730,000 Shares of Common StockPre-Funded Warrants to Purchase up to 1,400,000 Shares of Common Stock We are offering 19,730,000 shares of common stock and, in lieu of common stock to certain investors, pre-fundedwarrants to purchase up to 1,400,000 shares of our common stock. A holder of pre-funded warrants will not have the right toexercise any portion of its pre-funded warrants if the holder, together with its affiliates and certain related parties, wouldbeneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of our common stockoutstanding immediately after giving effect to such exercise. Our common stock is listed on The Nasdaq Capital Market underthe symbol “AVTX.” On May5, 2026, the last reported sale price of our common stock on The Nasdaq Capital Market was$16.26 per share. Each pre-funded warrant is exercisable for one share of our common stock. The purchase price of each pre-fundedwarrant will equal the price per share at which shares of our common stock are being sold to the public in this offering, minus$0.001, which is the exercise price of each pre-funded warrant. The pre-funded warrants do not expire, and each pre-fundedwarrant will be exercisable at any time after the date of issuance, subject to an ownership limitation. This prospectussupplement also relates to the offering of the shares of our common stock issuable upon the exercise of such pre-fundedwarrants. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. Wedo not intend to list the pre-funded warrants on The Nasdaq Capital Market or any other national securities exchange ornationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited. We are a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with certainreduced public company reporting requirements for this prospectus supplement and for future filings. See “Prospectus SupplementSummary — Implications of Being a Smaller Reporting Company.” Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully reviewand consider all the information in this prospectus supplement, the accompanying prospectus and the documents incorporated byreference herein and therein, including the risks and uncertainties described under“Risk Factors”beginning on page S-5of thisprospectus supplement and the risk factors incorporated by reference into this prospectus supplement and the accompanyingprospectus. (1)See the section titled “Underwriting” beginning on pageS-22of this prospectus supplement for a description of thecompensation payable to the underwriters. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the shares of common stock and the pre-funded warrants against payment therefor onor about May7, 2026. Joint Bookrunning Managers Prospectus Supplement dated May 5, 2026. TABLE OF CONTENTSPROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-10USE OF PROCEEDSS-12DIVIDEND POLICYS-13DILUTIONS-14MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR INVESTORS IN COMMONSTOCK AND PRE-FUNDED WARRANTSS-16UNDERWRITINGS-22LEGAL MATTERSS-27EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATIONS-27INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-27PROSPECTUSPageABOUT THIS PROSPECTUS1THE COMPANY2RISK FACTORS4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6PLAN OF DISTRIBUTION7DESCRIPTION OF OUR CAPITAL STOCK10DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF WARRANTS22DESCRIPTION OF UNITS24LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND ADDITIONAL INFORMATION25INCORPORATION OF CERTAIN INFORMATION BY REFERENCE26 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement on Form S-3 (File No. 333-292614) thatwe have filed with the U.S. Securities and Exchange Commission (the “SEC”), utilizing a “shelf”registration process on January8, 2026, which was declared effective on January20, 2026, and consists oftwo parts. The first part is this prospectus supplement, which describes the specific terms of this offering.The second part is the accompanying prospectus, which provides more general information, some of whichmay not apply to this offering. Generally, when we refer to this “prospectus supplement,” we are referring toboth documents combined. If information in this prospectus supplement is inconsistent with theaccompanying base prospectus, you should rely on this prospectus