Latigo Biotherapeutics Inc美股招股说明书(2026-08-07版)

Latigo Biotherapeutics, Inc. Common Stock This is an initial public offering of shares of common stock of Latigo Biotherapeutics, Inc. We are offering 19,200,000 shares of ourcommon stock to be sold in this offering. We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, assuch, have elected to comply with certain reduced public company reporting requirements. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. (1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 2,880,000 shares of ourcommon stock. The underwriters expect to deliver the shares against payment in New York, New York on August10, 2026. GuggenheimSecurities Table of Contents TABLE OF CONTENTS Prospectus SummaryRisk FactorsSpecial Note Regarding Forward-Looking StatementsMarket, Industry and Other DataDividend PolicyUse of ProceedsCapitalizationDilutionManagement’s Discussion and Analysis of Financial Condition and Results of OperationsBusinessManagementExecutive and Director CompensationCertain Relationships and Related Party TransactionsPrincipal StockholdersDescription of Capital StockShares Eligible for Future SaleMaterial U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common StockUnderwritingLegal MattersExpertsWhere You Can Find More InformationIndex to Financial Statements For investors outside of the United States: Neither we nor the underwriters have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States.Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe anyrestrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside the United States. Table of Contents PROSPECTUS SUMMARY This summary highlights selected information included elsewhere in this prospectus. This summary does not contain all of theinformation you should consider before investing in our common stock. You should read this entire prospectus carefully, including thesections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “SpecialNote Regarding Forward-Looking Statements,” and our financial statements and the related notes included elsewhere in thisprospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to “LatigoBiotherapeutics,” “Registrant,” “we,” “us,” “our” and “Company” refer to Latigo Biotherapeutics, Inc. Overview We are a clinical-stage biopharmaceutical company committed to developing innovative non-opioid pain medicines designed torapidly and effectively stop the transmission of pain without the risk of addiction. Pain represents one of the largest and mostpervasive therapeutic markets in the United States, driving an estimated 250 million prescriptions annually across acute and chronicsettings; however, a continued reliance on opioids has contributed to a persistent public health crisis with significant societal andeconomic costs. Our two most advanced candidates, LTG-001 and LTG-321, are oral Nav1.8 inhibitors designed to inhibit thetransmission of pain. We are also advancing additional Nav1.8 candidates that can address alternative formulation and deliveryapproaches. Beyond Nav1.8, we plan to explore other ion channel targets involved in pain transmission that offer complementarymechanisms of action, enabling potential use in multi-modal treatment to enhance pain relief or address diverse pain etiologies. Painis heterogeneous and can be experienced in a chronic or acute manner, within both musculoskeletal and neuropathic pain. Our initialdevelopment efforts are focused on musculoskeletal pain, where we believe there is significant unmet need and an opportunity fordifferentiated clinical benefit utilizing a Nav1.8 mechanism. We aim to build one of the broadest pipelines of pain therapeutics, whichwe believe, combined with our management team’s deep expertise in pain biology, clinical translation and trial execution, positions usto deliver meaningful patient benefit and to change the current treatment paradigm of pain medicines. Our lead product candidate, LTG-001, is an oral Nav1.8 inhibitor designed to provide fast-acting, opioid-sparing relief for thetreatment of acute pain. LTG-001 is currently in development as a potential treatment for moderate to severe acute pain, includingpostoperative pain, and is intended for use as need