Tango Therapeutics Inc美股招股说明书(2026-06-10版)

18,166,667 Shares of Common Stock Pre-Funded Warrants to Purchase 1,833,395 Shares of Common Stock We are offering 18,166,667 shares of our common stock, par value $0.001 per share, or the common stock, and, in lieu of common stockto certain purchasers that so choose, pre-funded warrants, or pre-funded warrants, to purchase up to 1,833,395 shares of common stockpursuant to this prospectus supplement and the accompanying prospectus. The purchase price of each pre-funded warrant equals theprice per share at which the shares of common stock are being sold in this offering, minus $0.001, and the exercise price of eachpre-funded warrant equals $0.001 per share. This prospectus supplement also relates to the offering of the shares of common stockissuable upon exercise of such pre-funded warrants, or the warrant shares. Our common stock is listed on The Nasdaq Global Market, or Nasdaq, under the symbol “TNGX”. The last sale price as reported on TheNasdaq Global Market on June9, 2026, was $31.56 per share. There is no established trading market for the pre-funded warrants, andwe do not expect a market to develop. In addition, we do not intend to apply for a listing of pre-funded warrants on Nasdaq or any othernational securities exchange or any other nationally recognized trading system. Investing in our common stock involves risks. See “Risk Factors” on pageS-8 of this prospectus supplement, and under similarheadings in other documents filed after the date hereof and incorporated by reference into this prospectus supplement and theaccompanying prospectus. Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body has approvedor disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The underwriters may also exercise their option to purchase up to an additional 3,000,009 shares of common stock from us, at the publicoffering price, less the underwriting discount, for 30 days after the date of this prospectus supplement. The underwriters expect to deliver the shares of common stock and pre-funded warrants offered pursuant to this prospectus supplementand accompanying prospectus on or about June11, 2026. J.P.Morgan LeerinkPartners Cantor Prospectus supplement dated June9, 2026 Table of Contents Table of contents Prospectus supplement About this prospectus supplementProspectus supplement summaryThe offeringRisk factorsSpecial note regarding forward-looking statementsUse of proceedsDividend policyDilutionDescription of capital stockDescription of pre-funded warrantsCertain material U.S. federal income tax considerationsUnderwritingLegal mattersExpertsWhere you can find more informationIncorporation by reference Prospectus About this prospectusRisk factorsSpecial note regarding forward-looking statementsOur companyUse of proceedsSecurities that may be offered Table of Contents About this prospectus supplement This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of ourcommon stock and pre-funded warrants and also supplements and updates information contained in the accompanying prospectus andthe documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is theaccompanying prospectus included in our automatic shelf registration statement on Form S-3 (File No.333-291684) that we filed with theSecurities and Exchange Commission, or the SEC, on November21, 2025, as a “well-known seasoned issuer” as defined in Rule 405 ofthe Securities Act of 1933, as amended, or the Securities Act, along with the documents incorporated by reference, which provides moregeneral information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to bothparts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the informationcontained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date ofthis prospectus supplement, on the other hand, you should rely on the information contained in this prospectus supplement. If anystatement in one of these documents is inconsistent with a statement in another document having a later date—for example, a documentincorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedesthe earlier statement. This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement that we filed with the SEC.Under the shelf registration process, we may offer from time to time various securities, including our common stock. Such registrationstatement also includes exhibits that provi