Apnimed Inc美股招股说明书(2026-07-31版)

Common Stock This is Apnimed, Inc.’s initial public offering. We are selling 12,000,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offeringprice is $16.00 per share. Our common stock has been approved for listing on The Nasdaq Global Select Market(Nasdaq) under the symbol “APMD.” We are an “emerging growth company” and a “smaller reporting company” as defined under thefederal securities laws and, as such, have elected to comply with certain reduced public company reportingrequirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in our common stock involves risks that are described in the “Risk Factors” section beginningon page 13 of this prospectus. (1) See the section titled “Underwriting” beginning on page 233 for additional information regarding compensationpayable to the underwriters. The underwriters may also exercise their option to purchase up to an additional 1,800,000 shares fromus, at the public offering price, less the underwriting discounts and commissions, for 30 days after the date of thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The shares will be ready for delivery on or about August 3, 2026. LifeSciCapital TABLE OF CONTENTS Prospectus Summary1The Offering9Summary Financial Data11Risk Factors13Special Note Regarding Forward-Looking Statements81Market, Industry and Other Data82Use of Proceeds83Dividend Policy84Capitalization85Dilution88Unaudited Pro Forma Condensed Consolidated Financial Statements91Management’s Discussion and Analysis of Financial Condition and Results of Operations100Business125Management189Executive Compensation202Certain Relationships and Related Party Transactions213Principal Stockholders217Description of Capital Stock220Shares Eligible for Future Sale226Material U.S. Federal Income Tax Consequences to Non-U.S. Holders229Underwriting233Legal Matters241Experts241Where You Can Find Additional Information241Index to Consolidated Financial StatementsF-1 Neither we nor the underwriters have authorized anyone to provide you with any information or to makeany representations other than those contained in this prospectus or in any free writing prospectuses prepared by oron behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. This prospectus is anoffer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to doso. The information contained in this prospectus or in any applicable free writing prospectus is current only as of itsdate, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial conditionand results of operations may have changed since that date. For investors outside the United States: neither we nor the underwriters have done anything that wouldpermit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide toyou in connection with this offering in any jurisdiction where action for that purpose is required, other than in theUnited States. You are required to inform yourselves about and to observe any restrictions relating to this offeringand the distribution of this prospectus and any such free writing prospectus outside the United States. “Apnimed,” the “Apnimed” logo and other trademarks, trade names or service marks of Apnimed, Inc.appearing in this prospectus are the property of Apnimed, Inc. All other trademarks, trade names and service marksappearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks andtrade names in this prospectus may be referred to without the®and™symbols, but such references should not beconstrued as any indicator that their respective owners will not assert their rights thereto. PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary isnot complete and does not contain all of the information you should consider in making your investment decision. Before investing inour common stock, you should carefully read this entire prospectus. You should carefully consider, among other things, the sectionstitled “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere inthis prospectus. As used in this pros