Parabilis Medicines Inc美股招股说明书(2026-06-10版)

Following this offering, we will have two classes of common stock: the voting common stock offered herebyand non-voting common stock. For a description of the rights of the voting common stock and non-voting commonstock, see the section titled “Description of Capital Stock” beginning on page 202 of this prospectus. We areoffering voting common stock in this offering, and unless otherwise noted, all references in this prospectus to our“common stock,” “common shares” or “shares” refer to our voting common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering priceper share is $20.00. Our common stock has been approved for listing on The Nasdaq Global Select Market under thesymbol “PBLS”. We are an “emerging growth company” and “smaller reporting company” as defined under the U.S. federalsecurities laws and, as such, we have elected to comply with certain reduced public company reporting requirementsin this prospectus and future filings. Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors”beginning on page 15 to read about factors you should carefully consider before deciding to invest in shares ofour common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense. (1)See the section titled “Underwriting” for additional information regarding compensation payable to theunderwriters. We have granted the underwriters the option to purchase up to an additional 5,025,000 shares of commonstock from us, at the initial public offering price, less the underwriting discounts and commissions. In connection with our strategic research collaboration, Regeneron Pharmaceuticals, Inc. (“Regeneron”) hasagreed to purchase approximately $75.0 million of shares of our common stock in a concurrent private placementexempt from the registration requirements of the Securities Act of 1933, as amended, at a per share price equal to90% of the initial public offering price (or 4,166,666 shares). The private placement will close concurrently with,and is contingent and conditioned upon consummation of, this offering; however, this offering is not contingent onthe consummation of the concurrent private placement. In connection with the concurrent private placement, wehave entered into a stock purchase agreement with Regeneron. The underwriters of this offering will not receive anyfee in connection with the concurrent private placement. The underwriters expect to deliver the shares against payment on or about June 11, 2026. TABLE OF CONTENTS PagePROSPECTUS SUMMARY3RISK FACTORS15SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS85USE OF PROCEEDS87DIVIDEND POLICY88CAPITALIZATION89DILUTION92MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS94BUSINESS111MANAGEMENT169EXECUTIVE COMPENSATION179CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS194PRINCIPAL STOCKHOLDERS198DESCRIPTION OF CAPITAL STOCK202SHARES ELIGIBLE FOR FUTURE SALE208MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS210UNDERWRITING214LEGAL MATTERS219EXPERTS219WHERE YOU CAN FIND ADDITIONAL INFORMATION219INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTSF-1 Neither we nor the underwriters have authorized anyone to provide you any information or make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses prepared by or onbehalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provideno assurance as to the reliability of, any other information that others may give you. We and the underwriters are notmaking an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You shouldassume that the information appearing in this prospectus or in any applicable free writing prospectus is current onlyas of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financialcondition, results of operations and prospects may have changed since that date. For investors outside of the United States: we have not, and the underwriters have not, done anything thatwould permit this offering or possession or distribution of this prospectus in any jurisdiction where action for thatpurpose is required, other than the United States. Persons outside of the United States who come into possession ofthis prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares ofour common stock and the distribution of this prospectus outside of the United States. Basis of Presentation Except where the context otherwise requires or where otherwise indicated, the terms “Parabilis,” “we,” “us,”“our,” “our company,” “Company” and “our business” refer