KiNRG, Inc.（BYOP）IPO 进程与发行信息

Official SEC EDGAR filing metadata: {"accession": "0001213900-26-109090", "file_date": "2026-10-13", "form": "S-1/A", "issuer_cik": "0000095572"} PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED OCTOBER 13, 2026 KiNRG, INC. 3,000,000 SHARES OF COMMON STOCK REPRESENTATIVES WARRANTS TO PURCHASE UP TO 120,000 SHARES OF COMMON STOCK 120,000 SHARES OF COMMON STOCK UNDERLYING THE REPRESENTATIVES WARRANTS KiNRG, Inc. is offering 3,000,000 shares of our common stock, par value $0.0001 per share . While our common stock is registered under the Securities Exchange Act of 1934, no public market currently exists for our common stock. We anticipate that the initial public offering price will be between $5.00 and $7.00 per share, and the number of shares of common stock offered hereby is based upon an assumed offering price of $ 6.00 per share, the midpoint of such estimated price range. We intend to apply to list our common stock on The NYSE American under the symbol “BYOP”. No assurance can be given that our application will be approved. If our common stock is not approved for listing on The NYSE American, we will not consummate this offering. Per Share Total Total With Over-Allotment Public offering price $ $ $ Underwriting discounts and commissions (1) $ $ $ Proceeds to us, before expenses (2) $ $ $ (1) The underwriter will receive compensation in addition to the underwriting discounts and commissions. See “Underwriting” beginning on page 82. (2) We have also agreed to issue to the representatives of the underwriters warrants to purchase a number of shares of common stock equal to four percent (4%) of the total number of shares of common stock sold in this offering at an exercise price equal to one hundred and twenty-five percent (125%) of the initial public offering price of the shares of common stock sold in this offering. For a description of the other terms of compensation to be received by the underwriters, see “Underwriting.” The underwriter may also exercise their option to purchase up to 450,000 additional shares from us at the public offering price, less the underwriting discount, for 45 days after the date of this prospectus to cover over-allotments. We expect to be a “smaller reporting company” as defined under the federal securities and, as such, will be subject to reduced public company reporting requirements. Investing in our securities involves significant risk. You should carefully read and consider the information referred to under “Risk Factors” beginning on page 14 of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities. 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. The underwriters expect to deliver the shares of common stock on or about [______________], 2026, subject to satisfaction of customary closing conditions. R.F. Lafferty & Co., Inc. Sole Bookrunning Manager The date of this prospectus is [●], 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iii PROSPECTUS SUMMARY 1 THE OFFERING 10 SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION 12 RISK FACTORS 14 USE OF PROCEEDS 38 DIVIDEND POLICY 38 CAPITALIZATION 38 DILUTION 40 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41 BUSINESS 54 MANAGEMENT 63 EXECUTIVE COMPENSATION 68 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 74 PRINCIPAL STOCKHOLDERS 77 DESCRIPTION OF CAPITAL STOCK 78 SHARES ELIGIBLE FOR FUTURE SALE 81 UNDERWRITING 82 LEGAL MATTERS 87 EXPERTS 87 WHERE YOU CAN FIND MORE INFORMATION 88 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission, or the SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents included or incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus and the documents included or incorporated by reference herein or any amendment thereto. Neither we nor the underwriter has authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. When you make a decision about whether to invest in our common stock, you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our common stock means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy the shares of common stock in any circumstances or in any jurisdictions under which the offer or solicitation is unlawful. Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction. See “Underwriting” for additional information on these restrictions Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.” This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are 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 licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,