eXoZymes Inc美股招股说明书(2026-05-29版)

Subject to completion, dated May 29, 2026 Prospectus Supplement(to Prospectus dated January 23, 2026) eXoZymes Inc. ______ Shares of Common Stock_____ Common Stock Purchase Warrants____ Shares of Common Stock Underlying Common Stock Purchase Warrants We are offering ________ shares of our common stock, par value $0.000001 (the “common stock”) and ___________warrants to purchase up to ________ shares of our common stock (the “Warrants”) pursuant to this prospectus supplement and theaccompanying base prospectus. Each two shares of our common stock are being sold together with one Warrant to purchase one shareof our common stock. The shares of our common stock and Warrants are immediately separable and will be issued separately but willbe purchased together as a unit in this offering. The public offering price for the unit of two shares of common stock and the relatedWarrant is $_____. Each Warrant will be exercisable commencing immediately at an exercise price of $___________ [125% of public offeringprice per share in the offering] per share and will expire on the two year anniversary of the date of this offering. The Warrants may becalled for redemption, commencing the date of closing of this offering, provided that there is an effective registration statement for theresale of the shares of common stock underlying the Warrants. Subject to the foregoing condition, the Company may only call theWarrants for redemption, if and when a share of common stock trades at or greater than $[*____*] [200% of public offering price pershare in the offering] per share (subject to typical adjustments) on any twenty (20) trading days during any thirty (30) trading dayperiod. Notice of redemption shall be given not less than 30 days prior to the date of redemption. Warrant holders will be able toexercise their warrants through the date of redemption. The Warrant redemption price is $.01 per Warrant. There will be no brokerprotect period, if applicable. We are also offering the shares of our common stock that are issuable from time to time upon exercise of the Warrants. Werefer to the shares of our common stock, the Warrants, and the shares of our common stock issued or issuable upon exercise of theWarrants, collectively, as the “Securities.” See “Description of Securities We Are Offering” in this prospectus supplement foradditional information. Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “EXOZ”. On [*___*], 2026, the lastreported sale price of our common stock on The Nasdaq Capital Market was $[] per share. The Warrants will not be listed on anynational securities market or other trading medium. MDB Capital, the representative of the underwriters, is a wholly owned subsidiary of MDB Capital Holdings LLC (“MDBHoldings”). MDB Holdings is the largest holder of our common stock, beneficially holding 4,136,426 shares of our common stock,representing 47.79% of our common stock prior to this offering. Additionally, Christopher Marlett and Anthony DiGiandomenico aremajority shareholders and directors of MDB Holdings, and also directors of the Company. Edgardo Rayo, an independent director ofthe Company, is an employee of an affiliate of MDB Holdings. MDB Capital has a “conflict of interest” with the Company under Rule 5121 of the Financial Industry Regulatory Authority,Inc., or FINRA. Accordingly, Lucid Capital Markets, one of the underwriters of this offering will act as the “qualified independentunderwriter” within the meaning of FINRA Rule 5121 in connection with this offering. In its role as a qualified independentunderwriter, Lucid Capital Markets has participated in the preparation of this prospectus supplement and has exercised the usualstandards of due diligence with respect thereto. The Company will pay Lucid Capital Markets a fee of $175,000 for its services. For amore complete discussion of the role and compensation of the underwriter, please see the section of this prospectus entitled“Underwriting -Conflicts of Interest.” We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012. As such, inthis prospectus supplement we have taken advantage of certain reduced disclosure obligations that apply to emerging growthcompanies regarding selected financial data and executive compensation arrangements. See “Prospectus Summary— Implications ofBeing an Emerging Growth Company on page S-5.” As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates is $[*15,165,341*] based on 8,478,992 shares of outstanding common stock, of which 4,590,441 are held by affiliates, and aper share price of $[*11.70*], based on the closing sale price of our common stock on April [*10*], 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value greater than one-third of our public float in any 12-month peri