Alamar Biosciences (ALMR) replaces Exhibit 5.1 in Form S-1 amendment

Rhea-AI Filing Summary

Alamar Biosciences, Inc. filed a Post-Effective Amendment No. 1 to its Form S-1 (Registration No. 333-294697) to replace Exhibit 5.1. The amendment is limited to Item 16(a) and Exhibit updates and states the registration statement shall become effective upon filing in accordance with Rule 462(d).

Key Figures

Registration Number: 333-294697 Amendment date: April 20, 2026 Effective declaration date: April 16, 2026

3 metrics

Registration Number 333-294697 Registration No. referenced on the cover page

Amendment date April 20, 2026 Date the Post-Effective Amendment No. 1 was signed

Effective declaration date April 16, 2026 Date the registration statement was declared effective by the SEC

Key Terms

Post-Effective Amendment, Exhibit 5.1, Rule 462(d)

3 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 1 to the Registration Statement"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Exhibit 5.1 legal

"Exhibit 5.1 | Opinion of Cooley LLP"

Rule 462(d) regulatory

"shall become effective upon filing ... in accordance with Rule 462(d)"

A Securities and Exchange Commission procedural rule that lets a company quickly register additional shares by re-using an already effective registration filing, rather than submitting a full new application. For investors this matters because it speeds up the issuance of more stock—similar to printing extra tickets from an approved batch—so it can increase supply, dilute existing ownership, and signal a near-term capital raise or financing plan.

Offering Details

other

Offering

Offering Type other

As filed with the Securities and Exchange Commission on April 20, 2026

Registration No. 333-294697

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Alamar Biosciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware		3826		36-4899036
(State or other jurisdiction of incorporation organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

47071 Bayside Parkway

Fremont, California 94538

(510) 626-9888

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Yuling Luo, Ph.D.

Founder, Chairman and Chief Executive Officer

Alamar Biosciences, Inc.

47071 Bayside Parkway

Fremont, California 94538

(510) 626-9888

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kristin VanderPas Charles S. Kim Dave Peinsipp Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, California 94111 (415) 693-2000 Nathan Ajiashvili Ross McAloon B. Shayne Kennedy Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

This registration statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(d) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1, as amended (File No. 333-294697), declared effective by the Securities and Exchange Commission on April 16, 2026 (“Registration Statement”), is being filed solely for the purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit Number		Exhibit Description
5.1		Opinion of Cooley LLP
23.2		Consent of Cooley LLP (included in Exhibit 5.1)
24.1*		Power of Attorney

* Previously filed on page II-5 of the Registration Statement and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California on April 20, 2026.

ALAMAR BIOSCIENCES, INC.
By:		/s/ Yuling Luo, Ph.D.
		Yuling Luo, Ph.D.
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature				Title		Date
/s/ Yuling Luo, Ph.D. Yuling Luo, Ph.D.				Chief Executive Officer and Director (Principal Executive Officer)		April 20, 2026
/s/ Justin McAnear Justin McAnear				Chief Financial Officer (Principal Financial and Accounting Officer)		April 20, 2026
* Rebecca Chambers				Director		April 20, 2026
* Shiping Chen, Ph.D.				Director		April 20, 2026
* Nicholas Naclerio, Ph.D.				Director		April 20, 2026
* Ian Ratcliffe				Director		April 20, 2026
* Frank R. Witney				Director		April 20, 2026

By:		/s/ Yuling Luo, Ph.D.
		Yuling Luo, Ph.D.
		Attorney-in-fact

FAQ

What did Alamar Biosciences (ALMR) change with Post-Effective Amendment No. 1?

The amendment replaces Exhibit 5.1 and updates Item 16(a). It does not amend other parts of Part I or Part II of the registration statement.

When does the registration statement become effective for ALMR?

The registration statement shall become effective upon filing in accordance with Rule 462(d). The filing is dated April 20, 2026 and references an April 16, 2026 effective declaration.

Does the amendment change the securities being offered in the S-1 for ALMR?

The amendment text states it only replaces Exhibit 5.1 and Item 16(a); it does not state any change to the class or amount of securities being registered.

Who signed the Post-Effective Amendment for ALMR?

The amendment is signed by Yuling Luo, Ph.D. as Chief Executive Officer and by other listed officers and directors with signatures dated April 20, 2026.

What is Exhibit 5.1 referenced in the amendment?

Exhibit 5.1 is labeled as the Opinion of Cooley LLP. The amendment replaces that exhibit and includes Cooley LLP's consent as Exhibit 23.2.