Climb Bio Inc美股招股说明书(2026-06-09版)

11,587,000 SHARES COMMON STOCK This prospectus relates to the resale from time to time of up to 11,587,000 shares of common stock, par value $0.0001 per share, of Climb Bio,Inc. by the selling stockholders listed on page 8 of this prospectus, including their donees, pledgees, transferees or other successors-in-interest, whichshares consist of (i) 9,481,000 outstanding shares of our common stock held by the selling stockholders and (ii) 2,106,000 shares of our common stockissuable upon the exercise of prefunded warrants to purchase shares of our common stock at an exercise price of $0.0001 per share held by a certainselling stockholder. We will not receive any proceeds from the sale of the shares offered by this prospectus. However, upon any exercise of theprefunded warrants by payment of cash, we will receive the exercise price of the prefunded warrants. We have agreed, pursuant to a registration rights agreement that we entered into with the selling stockholders, to bear all of the expenses incurredin connection with the registration of these shares. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, sellingbrokers or dealer managers and similar expenses, if any, incurred for the sale of these shares of our common stock. The selling stockholders identified in this prospectus, or their respective donees, pledgees, transferees or other successors-in-interest, may offerthe shares from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means describedin this prospectus under the caption “Plan of Distribution.” The shares may be sold at fixed prices, at prevailing market prices at the time of sale, atprices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices. For a list of the selling stockholders,see the section entitled “Selling Stockholders” on page8 of this prospectus. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entireprospectus and any amendments or supplements carefully before you make your investment decision. Our common stock is listed on the Nasdaq Global Market under the symbol “CLYM.” On June8, 2026, the last reported closing sale price of ourcommon stock on The Nasdaq Global Market was $10.77per share. You are urged to obtain current market quotations for our common stock. We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commission rules and, assuch, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. Investing in our common stock involves significant risks. See “Risk Factors” beginning on page4 of thisprospectus and in the documents incorporated by reference in this prospectus for a discussion of the factors you shouldcarefully consider before deciding to purchase our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is June 9, 2026. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATAUSE OF PROCEEDSSELLING STOCKHOLDERS PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE You should rely only on the information contained in or incorporated by reference in this prospectus. We have not and the selling stockholdershave not authorized anyone to provide you with different or additional information. We take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. The selling stockholders are offering to sell, and seeking offers to buy, shares of ourcommon stock only in jurisdictions where offers and sales are permitted. This prospectus does not constitute an offer to sell or the solicitation of an offerto buy any securities other than the securities described in this prospectus or an offer to sell or the solicitation of an offer to buy such securities in anycircumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus is accurate only as ofthe date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. Our business, financial condition, resultsof operations and prospects may have changed since such date. Unless the context otherwise indicates, references in this prospectus to the “Company,” “Climb,” “we,” “our” and “us” refer, collectively, to ClimbBio, Inc., a Delaware corporation, and its consolidated subsidiaries.