CITY THERAPEUTICS, INC. (CTY) IPO Dates & Offering Details

424B4 1 tm2619715-10_424b4.htm 424B4 tm2619715-10_424b4 - block - 28.7306602s Table of Contents Filed Pursuant to Rule 424(b)(4) ​ Registration Nos. 333-299117 and 333-299481 ​ 11,111,111 Shares Common Stock ​ This is an initial public offering of shares of common stock of City Therapeutics, Inc. We are offering 11,111,111 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share is $18.00. Our common stock has been approved for listing on the Nasdaq Global Market under the symbol “CTY.” We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements in this prospectus. For additional information, see the section titled “ Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company .” See the section titled “ Risk Factors ” beginning on page 14 to read about factors that you should consider before deciding to invest in shares of our common stock. ​ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ​ ​ ​ ​ Per Share ​ ​ Total ​ Initial public offering price ​ ​ ​ $ 18.00 ​ ​ ​ ​ $ 199,999,998 ​ ​ Underwriting discounts and commissions (1) ​ ​ ​ $ 1.26 ​ ​ ​ ​ $ 14,000,000 ​ ​ Proceeds, before expenses, to City Therapeutics, Inc. ​ ​ ​ $ 16.74 ​ ​ ​ ​ $ 185,999,998 ​ ​ ​ (1) See the section titled “ Underwriting ” for additional information regarding compensation payable to the underwriters. ​ We have granted the underwriters the option to purchase up to an additional 1,666,666 shares of common stock from us, at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment on or about October 19, 2026. ​ ​ Goldman Sachs & Co. LLC ​ ​ Jefferies ​ ​ Stifel ​ ​ Oppenheimer & Co. ​ ​ Prospectus dated October 15, 2026 Table of Contents ​ TABLE OF CONTENTS ​ ​ ​ Page ​ PROSPECTUS SUMMARY ​ ​ ​ ​ 1 ​ ​ THE OFFERING ​ ​ ​ ​ 10 ​ ​ SUMMARY CONSOLIDATED FINANCIAL DATA ​ ​ ​ ​ 12 ​ ​ RISK FACTORS ​ ​ ​ ​ 14 ​ ​ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ​ ​ ​ ​ 95 ​ ​ USE OF PROCEEDS ​ ​ ​ ​ 97 ​ ​ DIVIDEND POLICY ​ ​ ​ ​ 99 ​ ​ CAPITALIZATION ​ ​ ​ ​ 100 ​ ​ DILUTION ​ ​ ​ ​ 102 ​ ​ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ​ ​ ​ ​ 105 ​ ​ BUSINESS ​ ​ ​ ​ 126 ​ ​ MANAGEMENT ​ ​ ​ ​ 186 ​ ​ EXECUTIVE COMPENSATION ​ ​ ​ ​ 197 ​ ​ DIRECTOR COMPENSATION ​ ​ ​ ​ 209 ​ ​ CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ​ ​ ​ ​ 212 ​ ​ PRINCIPAL STOCKHOLDERS ​ ​ ​ ​ 216 ​ ​ DESCRIPTION OF CAPITAL STOCK ​ ​ ​ ​ 219 ​ ​ SHARES ELIGIBLE FOR FUTURE SALE ​ ​ ​ ​ 225 ​ ​ MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS ​ ​ ​ ​ 227 ​ ​ UNDERWRITING ​ ​ ​ ​ 231 ​ ​ LEGAL MATTERS ​ ​ ​ ​ 239 ​ ​ EXPERTS ​ ​ ​ ​ 239 ​ ​ WHERE YOU CAN FIND ADDITIONAL INFORMATION ​ ​ ​ ​ 239 ​ ​ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ F-1 ​ ​ Neither we nor the underwriters have authorized anyone to provide you with any information or make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the U.S., we have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the U.S. Persons outside of the U.S. who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the U.S. We own, have applied for or have rights to use one or more registered and common law trademarks, service marks and/or trade names in connection with our business in the U.S., which may be used throughout this prospectus. This prospectus also includes trademarks, trade names, and service marks of third parties which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names, or products in this prospectus is not intended to, and does not ii Table of Contents imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the rights of the applicable owner of or licensor to these trademarks, service marks, and trade names. Market, Industry and Other Data The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, governmental publications, reports by market research firms or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We are responsible for all of the disclosure contained in this prospectus, and we believe that these sources are reliable; however, we have not independently verified the information contained in such publications. While we are not aware of any misstatements regarding any third-party information presented in this prospectus, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under the section titled “ Risk Factors ” and elsewhere in this prospectus. Some data are also based on our good faith estimates. iii Table of Contents ​ PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections of this prospectus titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise indicated, all references in this prospectus to “City,” “City Therapeutics,” the “company,” “we,” “our,” “us” or similar terms refer to City Therapeutics, Inc. and its wholly owned subsidiary, or either or both as the context may require. References in this prospectus to program and financial guidance as occurring in “early,” “mid-” or “late,” as applicable, in a given year refer to the first and second quarters, the second and third quarters, and the third and fourth quarters, respectively, of the applicable calendar year. Overview We are a clinical-stage biotechnology company developing the next generation of RNA interference (“RNAi”) therapeutics designed to silence the expression of disease-relevant proteins, with the aim of delivering meaningful and durable benefits for patients in need. We believe our deep RNAi expertise and City Platform capabilities uniquely position us to achieve our goal of developing potentially best-in-class therapeutics. Our vision is to lead the next generation of RNAi therapeutics, and our mission is to improve patients’ lives through breakthrough RNAi science as we build a biopharmaceutical company with enduring impact. Our current pipeline is focused on indications with significant unmet medical need, including thromboembolic diseases, Stargardt disease type 1 (“Stargardt disease”), and anemia of chronic disease, where we believe disease biology supports RNAi-mediated knockdown as a differe