ADARx Pharmaceuticals, Inc.（ADRX）IPO 进程与发行信息

424B4 1 d903461d424b4.htm 424B4 424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration Nos. 333-298782 and 333-299119 Prospectus 26,250,000 shares Common stock This is an initial public offering of shares of common stock of ADARx Pharmaceuticals, Inc. We are offering 26,250,000 shares of our common stock to be sold in this offering. The initial public offering price is $17.00 per share. Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on The Nasdaq Global Select Market under the symbol “ADRX.” We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced reporting requirements. Per share Total Initial public offering price $ 17.00 $ 446,250,000 Underwriting discounts and commissions(1) $ 1.19 $ 31,237,500 Proceeds to ADARx Pharmaceuticals, Inc., before expenses $ 15.81 $ 415,012,500 (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 3,937,500 additional shares of our common stock. Investing in our common stock involves a high degree of risk. See the section titled “ Risk factors ” beginning on page 19. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. At our request, the underwriters have reserved up to 2% of the shares of our common stock offered hereby, for sale, at the initial public offering price, to our directors and officers and certain of our employees, business associates, investors and friends and family of our directors, officers, employees, business associates and investors. See the section titled “Underwriting—Directed share program” for additional information. AbbVie Inc. has agreed to purchase, in a concurrent private placement exempt from the registration requirements of the Securities Act of 1933, as amended, a number of shares of our common stock that would result in AbbVie Inc. owning approximately 4.9% of our outstanding shares of common stock following the closing of this offering and concurrent private placement, at a price per share equal to the public offering price; provided, however, that in no event would AbbVie Inc. purchase more than $100.0 million in shares of our common stock. Based on the initial public offering size of 26,250,000 shares of our common stock and the number of our shares of common stock outstanding as of June 30, 2026, AbbVie Inc. will purchase 5,233,264 shares of our common stock. The private placement would close concurrently with, and be contingent and conditioned upon consummation of, this offering. However, this offering is not contingent on the consummation of the concurrent private placement. The underwriters are acting as placement agents in connection with the concurrent private placement and will receive a placement agent fee equal to 2.0% of the total purchase price of the private placement shares. The underwriters expect to deliver the shares to purchasers on or about September 28, 2026. J.P. Morgan Morgan Stanley TD Cowen UBS Investment Bank LifeSci Capital September 24, 2026 Table of Contents Table of contents Page Prospectus summary 1 Risk factors 19 Special note regarding forward-looking statements 91 Industry and other data 93 Dividend policy 94 Use of proceeds 95 Capitalization 97 Dilution 99 Management’s discussion and analysis of financial condition and results of operations 102 Business 120 Management 188 Executive and director compensation 199 Certain relationships and related party transactions 216 Principal stockholders 220 Description of capital stock 223 Shares eligible for future sale 229 Material U.S. federal income tax considerations for non-U.S. holders 232 Underwriting 236 Legal matters 249 Experts 249 Where you can find more information 249 Index to consolidated financial statements F-1 We have not, and the underwriters have not, authorized anyone to provide you any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any other information others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus in connection with this offering 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 i Table of Contents themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside the United States. See the section titled “Underwriting.” Through and including October 19, 2026 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. ii Table of Contents Prospectus summary This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. Before investing in our common stock, you should read this entire prospectus carefully, especially the sections titled “Risk factors,” “Special note regarding forward-looking statements” and “Management’s discussion and analysis of financial condition and results of operations,” and our consolidated financial statements and related notes included elsewhere in this prospectus. As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “the company” and “ADARx” refer to ADARx Pharmaceuticals, Inc. and its consolidated subsidiary. Overview We are a late-clinical stage biotechnology company focused on developing next-generation siRNA therapeutics designed to treat a broad spectrum of diseases. We are focused on advancing and expanding our pipeline of highly potent, selective and durable siRNA therapeutic candidates, including three clinical-stage programs and two advanced preclinical programs. Our goal is to control the expression of specific disease drivers with highly selective RNA targeted therapies, delivering life-changing treatments for patients with urgent unmet medical needs. Our team is united by a shared vision to build a leading next-generation siRNA therapeutics company. siRNA, or small interfering RNA, therapeutics represent a significant advancement in precision medicine by addressing diseases at the genetic level (mRNA or RNA) while avoiding permanent alterations to a patient’s genome (DNA). While this class of medicines has had significant success both clinically and commercially, its broader potential has historically been constrained by challenges in achieving potent, durable and selective silencing, especially outside of established liver-directed applications. Drawing on decades of RNA drug development experience, our team has built two proprietary technologies to overcome these limitations through advances in siRNA design and delivery: (1) messenger RNA (mRNA) Silencing Technology (MST) and (2) Cell Targeted Delivery (CTD). These technologies are collectively designed to optimize our siRNA sequences and delivery to both hepatic and extrahepatic tissues. Using these technologies, we seek to develop novel therapeutics prioritizing chronic diseases where deep, durable target suppression can enable meaningful clinical benefit for patients with significant unmet need. We currently have five wholly-owned therapeutic candidates in clinical and preclinical development. Our three clinical-stage