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Solid Biosciences Inc美股招股说明书(2026-08-06版)

2026-08-06 美股招股说明书 测试专用号1普通版
报告封面

$200,000,000 Common Stock We previously entered into a Sales Agreement, dated March13, 2019, with Jefferies LLC, or Jefferies, which was amended and restated on March13, 2024, orthe sales agreement, relating to the sale of shares of our common stock. In accordance with the terms of the sales agreement, under this prospectus supplementwe may offer and sell shares of our common stock, having an aggregate offering price of up to $200,000,000 from time to time through Jefferies, acting as ouragent. We previously filed a prospectus supplement with the Securities and Exchange Commission, dated May15, 2025, or the prior prospectus supplement,relating to the offering and sale pursuant to the sales agreement of shares of our common stock having an aggregate offering price of up to $85,000,000 throughJefferies, acting as our agent. As of the date of this prospectus supplement, we have issued and sold shares of our common stock for aggregate gross saleproceeds of approximately $84,993,553 pursuant to the sales agreement and the prior prospectus supplement, and $6,447 remained unsold under the priorprospectus supplement. The common stock remaining available to be sold under the prior prospectus supplement as of the date of this prospectus supplementwill no longer be offered and sold under the prior prospectus supplement, but will instead be offered and sold under this prospectus supplement in addition toshares having an aggregate offering price of $199,993,553 that will be offered and sold under this prospectus supplement. Accordingly, this prospectussupplement covers the offer and sale of up to $200,000,000 of our common stock that may be sold under the sales agreement as of the date of this prospectussupplement. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any method permitted by law that isdeemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act, including sales madedirectly on or through The Nasdaq Global Select Market, the existing trading market for our common stock. Jefferies is not required to sell any specific amount,but will act as our sales agent using commercially reasonable efforts, consistent with its normal trading and sales practices. There is no arrangement for funds tobe received in an escrow, trust or similar arrangement. Jefferies will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price of the shares sold under the sales agreement. See “Plan ofDistribution” beginning on page S-13 for additional information regarding the compensation to be paid to Jefferies. In connection with the sale of the commonstock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jefferies will be deemedto be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities,including civil liabilities under the Securities Act. Our common stock trades on The Nasdaq Global Select Market under the trading symbol “SLDB.” On August5, 2026, the last sale price of our common stockas reported on The Nasdaq Global Select Market was $8.73per share. Investing in our common stock involves significant risks. See “Risk Factors” beginning on page S-7 of this prospectussupplement and in the documents incorporated by reference in this prospectussupplement for a discussion of thefactors you should carefully consider before deciding to purchase our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense. Jefferies The date of this prospectus supplement is August6, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATAPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSSOLID BIOSCIENCES INC.USE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSFORMS OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common stock and alsoadds to and updates information contained in the accompanying