Enliven Therapeutics Inc美股招股说明书(2026-06-12版)

We are offering 8,933,334 shares of our common stock and, in lieu of common stock to investors that so choose, pre-funded warrants to purchase up to1,733,333shares of our common stock in this offering. The purchase price of each pre-funded warrant will equal the price per share at which shares ofour common stock are being sold to the public in this offering, minus $0.001, which will be the exercise price of each pre-funded warrant. Each pre-fundedwarrant will be exercisable for one share of common stock. The pre-funded warrants do not expire, and each pre-funded warrant will be exercisable atany time after the date of issuance, subject to an ownership limitation. This prospectus supplement also relates to the offering of the shares of ourcommon stock issuable upon the exercise of such pre-funded warrants. Our common stock is listed on the Nasdaq Global Select Market under the symbol “ELVN.” The last reported sale price of our common stock on theNasdaq Global Select Market on June10, 2026 was $37.00 per share. There is no established public trading market for the pre-funded warrants, and wedo not expect a market to develop. In addition, we do not intend to list the pre-funded warrants on the Nasdaq Global Select Market or any other nationalsecurities exchange or nationally recognized trading system. Investing in our securities involves risks. Please read “Risk Factors” beginning on pageS-12 of this prospectussupplement, and under similar headings in the other documents that are filed after the date hereof and incorporatedby reference into this prospectus supplement and accompanying prospectus, to read about factors you shouldconsider before you make your investment decision. 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 supplement. Any representation to the contrary is a criminal offense. (1)See “Underwriting” beginning on pageS-28 for additional information regarding underwriter compensation. Delivery of the shares of common stock and pre-funded warrants is expected to be made on or about June15, 2026. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 1,600,000 shares of our common stock at the publicoffering price less underwriting discounts and commissions. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTMARKET, INDUSTRY, AND OTHER DATASPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSDESCRIPTION OFPRE-FUNDEDWARRANTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. Thefirst part is this prospectus supplement, which describes the specific terms of this offering of common stock andpre-funded warrants and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more generalinformation, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both the prospectussupplement and the accompanying prospectus. In this prospectus supplement, as permitted by law, we “incorporate by reference” information from otherdocuments that wefile with the Securities and Exchange Commission (the “SEC”). This means that we can disclose important information to you fromthose documents which we mayfile with the SEC from time to time. The information incorporated by reference is considered to be a part of thisprospectus supplement and the accompanying prospectus and should be read with the same care. This prospectus supplement describes the specificdetails regarding this offering and also adds to and updates information contained in the documents incorporated by reference into the accompanyingprospectus. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the informationcontained in any document incorporated by referencefiled prior to the date of this prospectus supplement, on the other hand, you should rely on theinformation in this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in an