First Tracks Biotherapeutics Inc美股招股说明书(2026-05-14版)

FIRST TRACKS BIOTHERAPEUTICS, INC. This prospectus relates to the sale by the selling stockholders named in this prospectus of up to 10,497,054 shares of common stock of First TracksBiotherapeutics, Inc. (“First Tracks Biotherapeutics,” “we,” “us,” “our” or the “Company”), par value $0.001 per share (the “Resale Shares”). We willnot receive proceeds from the sale of the Resale Shares. The Selling Stockholders (as defined herein) may sell their Resale Shares at prevailing marketprices or in privately negotiated transactions. We provide more information about how a Selling Stockholder may sell its Resale Shares in the sectiontitled “Plan of Distribution” on page 140. First Tracks Biotherapeutics was a wholly owned subsidiary of AnaptysBio, Inc. Following the Spin-Off (as defined herein), on April 20, 2026,First Tracks Biotherapeutics became a separate public company. Our common stock is listed on the Nasdaq Stock Market, LLC (the “Exchange”) under the symbol “TRAX.” On May13, 2026, the closing priceof our common stock as reported on the Exchange was $18.43 per share. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws, and, as such, we may electto comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page11 of thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS TRADEMARKS, TRADE NAMES, AND SERVICE MARKSMARKET AND INDUSTRY DATAGLOSSARY OF TERMSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE SPIN-OFFUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONUNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSBUSINESSMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSMANAGEMENTEXECUTIVE AND DIRECTOR COMPENSATIONSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONDESCRIPTION OF CAPITAL STOCKMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PRIVATE PLACEMENTSHARES ELIGIBLE FOR FUTURE SALELEGAL MATTERSEXPERTSADDITIONAL INFORMATIONINDEX TO COMBINED FINANCIAL STATEMENTSi Table of Contents TRADEMARKS, TRADE NAMES, AND SERVICE MARKS The Company and AnaptysBio, Inc. use various trademarks, trade names, and service marks in their business. This prospectus contains referencesto the trademarks, trade names, and service marks. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectusmay appear without the®or TM symbols, but such references are not intended to indicate, in any way, the registration status of such trademarks, tradenames, and service marks, or that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to thesetrademarks, trade names, and service marks. Except for trademarks, trade names, and service marks of AnaptysBio, Inc., we do not intend our use ordisplay of other companies’ trade names, trademarks or service marks to imply, and such use or display should not be construed to imply a relationshipwith, or endorsement or sponsorship of us by, any other companies. MARKET AND INDUSTRY DATA Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including ourgeneral expectations and market position, market opportunity, and market size, is based on information from various sources on assumptions that wehave made that are based on those data and other similar sources and on our knowledge of the markets for our products. This information involves anumber of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market position, marketopportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition,projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subjectto a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. Theseand other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. Table of Contents GLOSSARY OF TERMS (i)“ACA” refers to the Affordable Care Act;(ii)the “amended and restated bylaws” refer to our amended and restated bylaws, which have been filed as an exhibit to our registrationstatement on Form S-1 of which this prospectus