As filed with the Securities and Exchange Commission on September 24, 2025.
Registration No. 333–
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MBX Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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2834 |
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84-1882872 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
MBX Biosciences, Inc.
11711 N. Meridian Street, Suite 300
Carmel, Indiana 46032
(317) 659-0200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
P. Kent Hawryluk
President and Chief Executive Officer
MBX Biosciences, Inc.
11711 N. Meridian Street, Suite 300
Carmel, Indiana 46032
(317) 659-0200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Mitchell S. Bloom Edwin O’Connor Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000 |
Richard D. Truesdell, Jr.
Yasin Keshvargar Arisa A. Sin
Davis Polk & Wardwell LLP
450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
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 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. x (333-290447)
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, 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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
x |
Smaller reporting company |
x |
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Emerging growth company |
x |
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. ¨
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by MBX Biosciences, Inc. (the “Registrant”) by 1,274,263 shares, 166,208 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-290447), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, including all amendments and exhibits thereto (the “Prior Registration Statement”), which was declared effective by the Commission on September 24, 2025, are incorporated by reference into this Registration Statement.
The additional shares of common stock that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 of the Prior Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith or incorporated by reference herein.
EXHIBIT INDEX
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Exhibit
No. |
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Exhibit Index |
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5.1 |
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Opinion of Goodwin Procter LLP |
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23.1 |
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
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23.2 |
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Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
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24.1* |
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Power of Attorney |
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107 |
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Filing Fee Table |
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Previously included on the signature page to the Prior Registration Statement, originally filed with the Securities and Exchange Commission on September 22, 2025 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 Carmel, Indiana, on the 24th day of September, 2025.
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MBX Biosciences, Inc. |
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By: |
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/s/ P. Kent Hawryluk |
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P. Kent Hawryluk |
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President and 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 their capacities and on the date indicated.
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Signature |
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Title |
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/s/ P. Kent Hawryluk P. Kent Hawryluk |
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President, Chief Executive Officer and Director (Principal Executive Officer) |
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/s/ Richard Bartram Richard Bartram |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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* Tiba Aynechi |
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Director |
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* James M. Cornelius |
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Director |
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* Steven L. Hoerter |
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Director |
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* Patrick Heron |
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Director |
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* Edward T. Mathers |
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Director |
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* Ora Pescovitz |
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Director |
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* Steven Ryder |
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Director |
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*By: |
/s/ P. Kent Hawryluk |
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P. Kent Hawryluk |
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Attorney-in-Fact |
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