Scribe Therapeutics Inc美股招股说明书(2026-07-27版)

PROSPECTUS Common Stock Scribe Therapeutics Inc. is offering 8,580,000 shares of its common stock. This is our initial public offering of shares of common stock, and no public marketcurrently exists for our common stock. The initial public offering price is $15.00 per share. Our common stock has been approved for listing on the Nasdaq Global Market, or Nasdaq, under the symbol “SCTX.” We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to complywith certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus summary—Implications of being an emerginggrowth company and a smaller reporting company.” See “Risk Factors” beginning on page 19 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)See “Underwriting” for additional information regarding underwriting compensation. To the extent that the underwriters sell more than 8,580,000 shares of our common stock, we have granted the underwriters an option for a period of 30 days topurchase up to 1,287,000 additional shares at the initial public offering price less underwriting discounts and commissions. Aventis, Inc., a Sanofi company, together with Genzyme Corporation, Sanofi, has agreed to purchase 500,000shares of our common stock in a concurrentprivate placement exempt from the registration requirements of the Securities Act of 1933, as amended, at a per share price equal to the initial public offering price of$15.00 per share. The private placement will close concurrently with, and is contingent and conditioned upon the consummation of, this offering, as well as certain othercustomary closing conditions. However, this offering is not contingent on the closing of the concurrent private placement. In connection with the concurrent privateplacement, we have entered into a stock purchase agreement with Sanofi. The underwriters of this offering will not receive any fee in connection with the concurrentprivate placement. At our request, the underwriters have reserved up to 5% of the shares of common stock being offered pursuant to this prospectus (excluding the 1,287,000additional shares of common stock that the underwriters have an option to purchase), for sale at the initial public offering price to certain of our directors, officers,employees and other persons associated with us through a directed share program. See “Underwriting—Directed Share Program” for additional information. The underwriters expect to deliver the shares of common stock to purchasers on or about July 27, 2026. Table of Contents TABLE OF CONTENTS Prospectus SummaryThe OfferingSummary Financial DataRisk FactorsSpecial Note Regarding Forward-Looking StatementsMarket and Industry DataUse of ProceedsDividend PolicyCapitalizationDilutionManagement’s Discussion and Analysis of Financial Condition and Results of Operations Business Management Underwriting Legal Matters Experts Where You Can Find Additional InformationIndex to Financial Statements Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in thisprospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the underwriters do not takeresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sellonly the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information containedin this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or the time of any sale ofshares of our common stock. For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the UnitedStates who come into possession of this 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. Table of Contents PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that youshould consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospect