Avalo Therapeutics Inc美股招股说明书(2026-07-28版)

Up to 128,189 Shares of Common Stock Offered by Selling Stockholders This prospectus relates to the sale or other disposition from time to time of up to 128,189 shares of ourcommon stock, $0.001 par value per share, all held by the selling stockholders named in this prospectus,including their transferees, pledgees, donees or successors. We are not selling any shares of common stockunder this prospectus and will not receive any of the proceeds from the sale of such securities by the sellingstockholders. The shares of common stock were issued to the certain former stockholders of AlmataBio, Inc.(“AlmataBio”) in connection with that certain Milestone Buyout Option Agreement and Amendment to theAgreement and Plan of Merger and Reorganization, dated as of April26, 2026, by and among us and thesecurityholders’ representative, solely in his capacity as the representative agent and attorney-in-fact offormer stockholders of AlmataBio (the “Milestone Buyout Amendment Agreement”). The selling stockholders may sell or otherwise dispose of the common stock covered by this prospectusin a number of different ways and at varying prices derived from the prevailing market price of our commonstock at the time of any such sale. We provide more information about how the selling stockholders may sellor otherwise dispose of their securities in the section entitled “Plan of Distribution” beginning on page13.The selling stockholders will pay all brokerage fees and commissions and similar expenses. We will pay allexpenses (except brokerage fees and commissions and similar expenses) relating to the registration of thesecurities with the Securities and Exchange Commission. No underwriter or other person has been engagedto facilitate the sale of the securities in this offering. Our common stock is traded on The Nasdaq Capital Market under the symbol “AVTX.” On July27,2026, the last reported sale price of our common stock was $19.50 per share. We recommend that you obtaincurrent market quotations for our common stock prior to making an investment decision. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page7of thisprospectus and in the documents incorporated by reference herein, to read about factors you should considerbefore investing in our securities. We are a “smaller reporting company” under the federal securities laws and, as such, we have elected tocomply with certain reduced public company reporting requirements for this prospectus and for future filings.See “Prospectus Summary — Implications of Being a Smaller Reporting Company.” Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representationto the contrary is a criminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4THE OFFERING6RISK FACTORS7USE OF PROCEEDS10SELLING STOCKHOLDERS11PLAN OF DISTRIBUTION13DESCRIPTION OF SECURITIES TO BE REGISTERED16LEGAL MATTERS17EXPERTS17WHERE YOU CAN FIND MORE INFORMATION17INCORPORATION OF CERTAIN INFORMATION BY REFERENCE17 ABOUT THIS PROSPECTUS You should rely only on the information that we have provided or incorporated by reference in thisprospectus and any prospectus supplement that we may authorize to be provided to you. We have not, andthe selling stockholders have not, authorized anyone to provide you with different information. No dealer,salesperson or other person is authorized to give any information or to represent anything not contained inthis prospectus or any prospectus supplement that we may authorize to be provided to you. If anyoneprovides you with different or inconsistent information, you should not rely on it. You should assume thatthe information in this prospectus and any prospectus supplement or incorporated herein or therein isaccurate only as of the date on the cover of such document, regardless of the time of delivery of thisprospectus or any prospectus supplement or any sale of a security. Our business, financial condition, resultsof operations and prospects may have changed since those dates. We urge you to carefully read this prospectus and any prospectus supplement, together with theinformation incorporated herein or therein by reference as described under the heading “Where You CanFind Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus contains summaries of certain provisions contained in some of the documentsdescribed herein, but reference is made to the actual documents for complete information. All of thesummaries are qualified in their entirety by the actual documents. Copies of some of the documents referredto herein have been filed or are incorporated by reference as exhibits to the registration statement of whichthis prospectus is a part, and you may obtain copies of those documents as described