eXoZymes Inc美股招股说明书(2026-06-08版)

eXoZymes Inc. 296,135 Units, each unit consisting of twoShares of Common Stock and oneCommon Stock Purchase Warrant We are offering 592,270 shares of our common stock, par value $0.000001 (the “common stock”) and 296,135 warrants topurchase up to an aggregate of 296,135 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 $18.00. Each Warrant will be exercisable commencing the first anniversary of the date of this offering at an exercise price of $11.24per share and will expire on the five-year anniversary of the date of this offering. The Warrants may be called for redemption,commencing the date they become exercisable, provided that there is an effective registration statement for the resale of the shares ofcommon stock underlying the Warrants. Subject to the foregoing condition, the Company may only call the Warrants for redemption, ifand when a share of common stock trades at or greater than $17.98 per share (subject to typical adjustments) on any twenty (20)trading days during any thirty (30) trading day period after the Warrants are exercisable. Notice of redemption shall be given not lessthan 30 days prior to the date of redemption. Warrant holders will be able to exercise their warrants through the date of redemption.The Warrant redemption price is $.01 per Warrant. There will be no broker protect period, if applicable. The Warrant exercise price issubject to typical adjustments and also will be reset to $0.001, if during the one-year period after the date of the offering, the Companysells in a public or private offering (other than pursuant to approved equity award plans of the Company) Common Stock at a per shareprice less than that at which a share of Common Stock was sold in the Offering. To qualify for this reset if any, an original purchaser ofa unit in this offering must be able to demonstrate that it has held all the shares of common stock included in the units acquired in thisoffering up until the date of the price reset event, if any and must exchange the Warrants for a new warrant with the revised terms. We refer to the shares of our common stock and, the Warrants, collectively, as the “Securities.” See “Description of SecuritiesWe Are Offering” in this prospectus supplement for additional information. Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “EXOZ”. On June 5, 2026, the lastreported sale price of our common stock on The Nasdaq Capital Market was $9.35 per share. The Warrants will not be listed on anynational securities market or other trading medium. MDB Capital is a wholly owned subsidiary of MDB Capital Holdings LLC (“MDB Holdings”). MDB Holdings is the largestholder of our common stock, beneficially holding 4,136,426 shares of our common stock, representing 46.1% of our common stockimmediately before this offering. Additionally, Christopher Marlett and Anthony DiGiandomenico are majority shareholders anddirectors of MDB Holdings, and also directors of the Company. Edgardo Rayo, an independent director of the Company, is anemployee 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 will act as the “qualified independent underwriter” within the meaning of FINRARule 5121 in connection with this offering. In its role as a qualified independent underwriter, Lucid Capital Markets has participated inthe preparation of this prospectus supplement and has exercised the usual standards of due diligence with respect thereto. TheCompany will pay Lucid Capital Markets a fee of $175,000 for its services. For a more complete discussion of the role andcompensation 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$15,318,459 based on 8,518,251 shares of outstanding common stock, of which 4,590,441 are held by affiliates, and a per share priceof $11.70, based on the closing sal