eXoZymes Inc美股招股说明书(2026-06-30版)

eXoZymes Inc. 35,555 Units, each unit consisting of twoShares of Common Stock and oneCommon Stock Purchase Warrant We are offering to certain investors 71,110 shares of our common stock, par value $0.000001 (the “common stock”) and35,555 warrants to purchase up to an aggregate of 35,555 shares of our common stock (the “Warrants”) pursuant to this prospectussupplement and the accompanying base prospectus. Each two shares of our common stock are being sold together with one Warrant topurchase one share of our common stock. The shares of our common stock and Warrants are immediately separable and will be issuedseparately but will be purchased together as a unit in this offering. The offering price for the unit of two shares of common stock andthe related Warrant is $18.00. Each Warrant will be exercisable commencing June 5, 2027, at an exercise price of $11.24 per share and will expire on June5, 2031. The Warrants may be called for redemption, commencing the date they become exercisable, provided that there is an effectiveregistration statement for the resale of the shares of common stock underlying the Warrants. Subject to the foregoing condition, theCompany may only call the Warrants for redemption, if and 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 areexercisable. Notice of redemption shall be given not less than 30 days prior to the date of redemption. Warrant holders will be able toexercise their warrants through the date of redemption. The Warrant redemption price is $.01 per Warrant. There will be no brokerprotect period, if applicable. The Warrant exercise price is subject to typical adjustments and also will be reset to $0.001, if prior toJune 5, 2027, the Company sells in a public or private offering (other than pursuant to approved equity award plans of the Company)Common Stock at a per share price less than that at which a share of Common Stock was sold in the Offering. To qualify for this resetif any, an original purchaser of a unit in this offering must be able to demonstrate that it has held all the shares of common stockincluded in the units acquired in this offering up until the date of the price reset event, if any, and must exchange the Warrants for anew 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 29, 2026, the lastreported sale price of our common stock on The Nasdaq Capital Market was $8.42 per share. The Warrants will not be listed on anynational securities market or other trading medium. MDB Capital is acting as the placement agent for this offering. MDB Capital is a wholly owned subsidiary of MDB CapitalHoldings LLC (“MDB Holdings”). MDB Holdings is the largest holder of our common stock, beneficially holding 4,136,426 shares ofour common stock, representing 43.9% of our common stock immediately before this offering. Additionally, Christopher Marlett andAnthony DiGiandomenico are majority shareholders and directors of MDB Holdings, and they are also directors of the Company.Edgardo Rayo, an independent director of the Company, is an employee of an affiliate of MDB Holdings. See “Plan of Distribution – 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, one-third of the aggregate market value of our outstanding common stock held by non-affiliates is $16,180,049, based on 9,210,249 shares of outstanding common stock, of which 4,604,922 are held by affiliates, and a pershare price of $10.54, the closing sale price of our common stock on May 6, 2026. During the prior 12 months, we have sold securitieswith a value calculated pursuant to General Instruction I.B.6 of Form S-3, equal to $9,427,998. Therefore, as of the calculation date ofMay 6, 2026, we are able to sell securities with a value of $6,752,051. Pursuant to General Instruction I.B.6 of Form S-3, in no eventwill we sell our common stock in a public primary offering with a value greater than one-third of our public float in any 12-monthperiod, so long as our public float remains below $75,000,000. (1)We will reimburse the placement agent for accountable expenses, not to exceed $15,000. We also will issue to the placement agenta warrant to purchase up to 10,666 share